Annual Financial Report
BlackRock Income and Growth Investment Trust plc
Annual Results Announcement for the year ended 31 October 2013
Performance Record
Financial Summary
As at As at Change
31 October 31 October %
2013 2012
Assets
Net assets1 (£'000) 45,491 41,947 +8.4
Net asset value per
ordinary share 166.03p 147.81p +12.3
- with income reinvested +16.2
Ordinary share price
(mid-market) 164.50p 137.00p +20.1
- with income reinvested +24.3
FTSE All-Share Index (total
return) 5,325.80 4,338.32 +22.8
Discount to net asset value 0.9% 7.3%
======== ======== ========
Year ended Year ended Change
31 October 31 October %
2013 2012
Revenue
Net revenue return after
taxation (£'000) 1,576 1,290 +22.2
Revenue return per ordinary
share2 5.63p 4.52p +24.6
Dividends
Interim 2.00p 1.80p +11.1
Final 3.50p 3.45p +1.4
-------- -------- --------
Total dividends paid and
payable 5.50p 5.25p +4.8
-------- -------- --------
1 The change in net assets reflects market movements during the year and the
purchase of the Company's own shares.
2 Further details are given in note 10 to the Financial Statements on page 47 of
the Annual Report.
Chairman's Statement
Performance
Over the twelve months ended 31 October 2013, the Company's net asset value per
share ("NAV") returned 16.2% and the share price returned 24.3%. By comparison,
the FTSE All-Share Index returned 22.8% (all percentages with income
reinvested).
Since the year end the Company's NAV has fallen by 1.1% compared with the fall in
the benchmark of 2.7% over the same period.
Your Board is focused on delivering improved performance for Shareholders and
is liaising closely with the Investment Manager to achieve this.
Details of the factors which have contributed to performance are set out in the
Investment Manager's Report.
Revenue return and dividends
The Company's revenue return per share for the year amounted to 5.63 pence
compared with 4.52 pence for the previous year, representing an increase of
24.6%.
The Directors are mindful of shareholders' desire for income in addition
to capital growth and are therefore proposing an increased final dividend per
share of 3.50 pence (2012: 3.45 pence) giving a total for the year of 5.50 pence
per share. This represents a 4.8% increase over the prior year (2012:5.25 pence)
and reflects an uplift in revenue retuen compared with the comparative period.
The final dividend is payable on 7 March 2014 to shareholders on the
Company's register at the close of business on 14 February 2014 (ex dividend
date is 12 February 2014).
Policy on share price discount
The Directors recognise the importance to shareholders that the market price of
the Company's shares in the stock market should not trade at a significant
discount to the underlying net asset value. Therefore, on 29 January 2013 the
Board announced that the Company's share buy back and share issuance powers
would, in normal market conditions, be used to ensure that the share price
should be broadly in line with the underlying NAV per share. The existing
policy of not buying back shares to hold in treasury at a discount of less than
4% was also amended to enable the Company to buy shares at any discount to the
estimated NAV. Any shares repurchased by the Company may be held in treasury,
and subsequently be reissued to satisfy market demand, but only at a premium to
the estimated NAV at the time of issue.
The Directors have the authority from shareholders to buy back up to 14.99% of
the Company's issued share capital. This authority to buy back shares expires
at the conclusion of the 2014 Annual General Meeting, and a resolution will be
put to shareholders to renew it.
The policy and parameters for purchasing shares in the market are set by the
Board and are reviewed at regular intervals.
980,000 ordinary shares were purchased and placed in treasury during the year
for a total consideration of £1,545,000 (excluding costs). Since the year end a
further 195,000 ordinary shares have been purchased and placed in treasury for
a total consideration of £314,000 (excluding costs). 17.4% of the Company's
issued share capital is currently held in treasury.
Gearing
The Company operates a flexible gearing policy which depends on prevailing
conditions and is subject to a maximum level of 20% of net assets at the time
of investment. The maximum gearing used during the year was 9.3% and at 31
October 2013 net cash was 0.8%.
The Company currently has an unsecured sterling revolving credit facility of £5
million with ING Bank N.V., with a maturity date of 31 October 2014.
Portfolio Manager
Following the Board's announcement in April that Nick McLeod-Clarke, co-manager
of the portfolio, had taken long-term leave from BlackRock Investment
Management (UK) Limited, the Board were pleased to welcome Mark Wharrier, as
co-manager alongside Adam Avigdori with effect from 24 September 2013. Mark has
over 19 years' investment experience and joined BlackRock from NewSmith Asset
Management, where he was a portfolio manager in the UK Equity team.
Annual General Meeting
The Company's Annual General Meeting will be held on Tuesday, 11 February 2014
at 12 noon at the offices of BlackRock at 12 Throgmorton Avenue, London EC2N
2DL. Details of the business of the meeting are set out in the Notice of Annual
General Meeting on pages 60 and 61 of the Annual Report. The Investment
Manager will make a presentation to shareholders on the Company's progress and
the outlook for the year ahead.
Alternative Investment Fund Managers' Directive
The Alternative Investment Fund Managers' Directive ("the Directive") is a
European directive which seeks to reduce systemic risk by regulating
alternative investment fund managers ("AIFMs"). AIFMs are responsible for
investment products that fall within the category of Alternative Investment
Funds ("AIFs") and investment trusts are included in this. The Directive was
implemented on 22 July 2013 although the Financial Conduct Authority ("FCA")
has permitted a transitional period of one year within which UK AIFMs must seek
authorisation. The Board is taking independent advice on the full consequences
for the Company of the implementation of the Directive; but it has been able to
decide in principle that BlackRock will be appointed as its AIFM before the end
of the transitional period on 22 July 2014.
New reporting requirements
For companies with a financial year ending on, or after, 30 September 2013
there have been a number of changes to the framework for reporting to
shareholders. These changes are intended to increase the quality and structure
of reporting and include the introduction of a Strategic Report which replaces
the Business Review, previously part of the Directors' Report.
There have also been changes to the regime for reporting on Directors'
remuneration which require the Directors' Remuneration Report to be prepared in
two parts; an annual report on remuneration which will be subject to an annual
advisory shareholder vote and a Directors' remuneration policy which will be
the subject of a triennial binding shareholder vote. Further information in
respect of the resolutions to be proposed at the Annual General Meeting is
provided in the Directors' Report section of the Annual Report.
A separate report has been included relating to the work and responsibilities
of the Company's Audit Committee, and the format of the report of the Auditor,
Deloitte LLP has also changed. The audit report now includes an overview of the
scope of the audit and describes the risks that had the greatest effect on the
overall audit strategy and the allocation of resources during the audit.
Continuation vote
Following a recent review of the Company's Articles of Association it became
apparent that a resolution that the Company should continue as an investment
trust should have been put to shareholders at the 2013 Annual General Meeting.
The Board regrets this oversight and accordingly, after consultation with the
Company's legal advisers, this resolution will now be included in the business
to be considered at the forthcoming Annual General Meeting. The Board
unanimously recommends that shareholders vote in favour of the continuation of
the Company in its current form. The next continuation vote following the 2014
Annual General Meeting will be held in 2018.
New Articles of Association
At the Annual General Meeting, shareholders will also be asked to approve new
Articles of Association. The Company's current Articles of Association were
adopted following the introduction of the Companies Act 2006 but prior to all
of that Act's provisions coming into force. Additionally, the Board is
proposing to include amendments in response to the advent of the AIFMD
regulations.
Outlook
The extent to which recent stock market strength has resulted from extremely
accommodative monetary policy rather than the improving economic environment is
unclear. It was instructive to observe the market's nervous reaction to hints
that the Federal Reserve's bond buying programme would be scaled back, or
'tapered' in May, although the recent slight reduction in buying was taken calmly
by equity markets. A return to more normal levels of interest rates will most
likely result in higher levels of market volatility but, provided economic
recovery translates into higher earnings, which our managers believe will
occur, there remains further scope for positive returns from equities.
The Board believes that the Company's portfolio is well placed to benefit from
an improving economic background as it comprises both well managed cash
generative companies with the prospect of growing dividends, alongside exposure
to others with sustainable growth opportunities. The combination of these
factors should feed through into positive returns to shareholders.
Jonathan Cartwright
Chairman
20 December 2013
Strategic Report
The Directors present the Strategic Report of the Company for the year ended 31
October 2013.
Principal activity
The Company carries on business as an investment trust and its principal activity
is portfolio investment.
Objective
The objective of the Company is to provide growth in capital and income over the long-term
through investment in a diversified portfolio of principally UK listed equities.
Strategy
The Company seeks to achieve this objective by investing principally in UK listed equities,
such equities to consist of the shares of FTSE 100 companies, but may also include the shares
of medium sized and smaller companies. Other investments, such as fixed interest and unquoted
securities, may from time to time form part of the portfolio.
Business model and investment policy
The Company’s policy is that the portfolio will usually consist of approximately 30 – 60
securities and will only invest in UK securities which include the shares of companies listed,
domiciled or carrying out the majority of their business in the UK.
The Company may hold a maximum of 10% of the issued ordinary share capital of any company.
No more than 15% of the gross asset value of the Company may be invested in the securities
of any one issuer, calculated at the time of any relevant investment. Cash or non-benchmark
stocks may not exceed 10% of the net asset value of the Company. Each stock held is subject
to a lower limit of 0% and an upper limit of plus 4 percentage points against its weighting
in the FTSE All-Share Index (total return) on an ongoing basis, subject to an absolute sector
weighting upper limit of 20% of the Company’s net assets at any time.
The Company may deal in derivatives, including options, futures and contracts for difference
and derivatives not traded on or under the rules of a recognised or designated investment
exchange for the purpose of efficient portfolio management. Derivatives and exchange traded funds
may be dealt in with the prior consent of the Board.
The performance of the Company is measured by reference to the FTSE All-Share Index on a total
return basis.
The Company achieves an appropriate spread of risk by investing in a diversified portfolio of
securities.
No material change will be made to the investment policy without the approval of
shareholders by ordinary resolution.
Gearing policy
The Investment Manager believes that tactical use of gearing can add value and the Company may,
from time to time, use borrowings to gear its investment policy.
This gearing typically is in the form of an overdraft or short-term facility. Gearing, including
borrowings and gearing through the use of derivatives, (which requires prior Board approval) when
aggregated with underwriting participations, will not exceed 20% of the net asset value at the time
of investment, drawdown or participation.
Share rating and share buy backs
The Board announced on 29 January 2013 that it had decided to use its share buy back powers with
the objective of ensuring that the Company’s share price tracks at or around NAV in normal market
conditions. In addition, and in order to facilitate the new buy back policy, the policy of not
buying back shares to hold in treasury at a discount of less than 4% was amended to enable the Company
to buy shares at any discount to the estimated NAV. Any shares repurchased by the Company may be held
in treasury, and might subsequently be reissued to satisfy market demand, but only at a premium to the
estimated NAV at the time of issue.
The Directors have the authority to buy back up to 14.99% of the Company’s issued share capital. During
the year under review, 980,000 ordinary shares were purchased and placed in treasury for a total
consideration of £1,545,000 (excluding costs). Since the year end a further 195,000 ordinary shares have
been purchased and placed in treasury for a total consideration of £314,000 (excluding costs). At the date
of this report, the Company has in issue 27,204,268 ordinary shares of 1 pence each excluding 5,729,664
shares held in treasury. A resolution to renew the authority to buy back shares will be put to shareholders
at the 2014 Annual General Meeting.
Portfolio analysis
A detailed analysis of the portfolio has been provided in this announcement and on pages 9 to 11 of the
Annual Report.
Performance
In the year to 31 October 2013, the Company’s NAV per share returned 16.2%, compared with a rise in the
FTSE All-Share Index on a total return basis of 22.8%. The share price returned 24.3%, all percentages
calculated in sterling terms with income reinvested.
The Investment Manager’s report in this announcement and on pages 6 and 7 of the Annual Report includes
a review of the main developments during the year, together with information on investment activity within
the Company’s portfolio.
Results and dividends
The results for the Company are set out in the Income Statement in this announcement and on page 37 of the
Annual Report. The total return for the year, after taxation, was £6,633,000 (2012: £3,689,000) of which
the revenue return amounted to £1,576,000 (2012: £1,290,000).
An interim dividend of 2.00 pence (2012: 1.80 pence) per share was paid on 6 September 2013.
The Directors recommend the payment of a final dividend of 3.50 pence (2012: 3.45 pence) per share. Subject
to approval at the forthcoming Annual General Meeting, the dividend will be paid on 7 March 2014 to
shareholders on the register of members at the close of business on 14 February 2014.
Key performance indicators
At each Board meeting, the Directors consider a number of performance measures to assess the Company’s
success in achieving its objectives. The key performance indicators used to measure the progress and
performance of the Company over time and which are comparable to those reported by other investment
trusts are set out below.
Year ended Year ended
31 October 31 October
2013 2012
Net asset value per share1 166.03p 147.81p
Share price2 164.50p 137.00p
Benchmark index3 22.8% 9.8%
Discount to net asset value 0.9% 7.3%
Revenue return per share 5.63p 4.52p
Ongoing charges4 1.1% 1.2%
1 Calculated in accordance with AIC guidelines.
2 Calculated on a mid to mid basis.
3 FTSE All-Share Index (total return).
4 Calculated as a percentage of average net assets and using expenses, excluding performance fees,
interest costs and taxation.
The Board also regularly reviews a number of indices and ratios in order to understand the impact
on the Company’s relative performance of the various components such as asset allocation and stock
selection. The Board also assesses the Company’s performance against its peer group of investment
trusts with similar investment objectives.
Principal risks
The key risks faced by the Company are set out below. The Board regularly reviews and agrees policies
for managing each risk, as summarised below:
- Performance risk – The Board is responsible for deciding the investment strategy to fulfil
the Company’s objective and for monitoring the performance of the Company’s investment manager
(“Investment Managerâ€) and the implementation of the strategy adopted. An inappropriate strategy may
lead to poor performance compared to the Index and the Company’s peer group and dissatisfied shareholders.
To manage this risk the Board regularly reviews:
– the Company’s investment mandate and long-term strategy;
– the controls put in place by the Investment Manager to monitor and to minimise counterparty exposure,
which include intra-day monitoring of exposures to ensure these are within set limits;
– reports showing an analysis of the Company’s performance against the FTSE All-Share Index (total return)
and its peer group; and
– the Investment Manager’s explanation of significant stock selection decisions, the rationale for the
composition of the investment portfolio and any movement in the level of gearing.
- Income/dividend risk – The amount of dividends and future dividend growth will depend on the performance
of the Company’s underlying portfolio. Any change in the tax treatment of the dividends or interest received
by the Company (including as a result of withholding taxes or exchange controls imposed by jurisdictions in
which the Company invests) may reduce the level of dividends received by shareholders. The Board monitors
this risk through the receipt of detailed income forecasts and considers the level of income at each meeting.
- Regulatory risk – The Company operates as an investment trust in accordance with Chapter 4 of Part 24
of the Corporation Tax Act 2010. As such, the Company is exempt from capital gains tax on the profits
realised from the sale of its investments. The Investment Manager monitors investment movements, the level
and type of forecast income and expenditure and the amount of proposed dividends, if any, to ensure that the
provisions of Chapter 4 of Part 24 of the Corporation Tax Act 2010 are not breached and the results are
reported to the Board at each meeting.
The Board and Investment Manager also monitor changes in government policy and legislation which may have
an impact on the Company.
- Operational risk – In common with most other investment trust companies, the Company has no employees.
The Company therefore relies upon the services provided by third parties and is dependent on the control
systems of the Investment Manager and the Company’s other service providers. The security, for example,
of the Company’s assets, dealing procedures, accounting records and maintenance of regulatory and legal
requirements, depend on the effective operation of these systems. These are regularly tested and monitored
and an internal controls report, which includes an assessment of risks together with procedures to mitigate
such risks, is prepared by the Investment Manager and reviewed by the Audit Committee at least twice a year.
The Investment Manager and Custodian, Bank of New York Mellon (International) Limited also produce Service
Organisation Controls Reports (SOC 01), which are reviewed by their reporting accountants and give assurance
regarding the effective operation of controls. The Board also considers succession arrangements for key
employees of the Investment Manager and the business continuity arrangements for the Company’s key service
providers.
- Market risk – Market risk arises from volatility in the prices of the Company’s investments. It represents
the potential loss the Company might suffer through realising investments in the face of negative market
movements. The Board considers asset allocation, stock selection and levels of gearing on a regular basis
and has set investment restrictions and guidelines which are monitored and reported on by the Investment
Manager. The Board monitors the implementation and results of the investment process with the Investment Manager.
- Financial risk – The Company’s investment activities expose it to a variety of financial risks which include
market price risk, liquidity risk, credit risk and interest rate risk. Further details are disclosed in note
18 to the Financial Statements, together with a summary of the policies for managing these risks.
- Gearing risk – The use of gearing increases the Company’s performance risk. Gearing provides
an opportunity for greater returns but, at the same time, increases the Company’s exposure to
capital risk and interest costs. Any investment income and gains earned on investments made
through the use of gearing that are in excess of the associated costs will cause the Company’s
NAV to increase further and more rapidly than would otherwise be the case. Conversely, where
investments depreciate, the Company’s NAV will decrease further and more rapidly than would otherwise
be the case. Gearing costs also decrease gains and income and increase losses and costs. The use of
gearing in making investments increases the Company’s exposure to market fluctuations and creates the
possibility that where the investment depreciates the Company’s overall loss may be greater than the
sum invested.
Future prospects
The Board’s main focus is on the achievement of capital growth and the future of the Company is dependent
upon the success of the investment strategy. The outlook for the Company is discussed in this announcement
in the Chairman’s Statement and in the Investment Manager’s Report and on pages 5 and 7 of the Annual
Report respectively.
Social, community and human rights issues
As an investment trust, the Company has no direct social or community responsibilities. However, the Company
believes that it is in shareholders’ interests to consider human rights issues, environmental, social and
governance factors when selecting and retaining investments. Details of the Company’s policy on socially
responsible investment are set out on page 28 of the Annual Report.
Directors and employees
The Directors of the Company on 31 October 2013, all of whom held office throughout the year, are set out
in the Directors’ biographies on page 12 of the Annual Report. The Board consists of four male directors.
The Company does not have any employees.
By order of the Board
BlackRock Investment Management (UK) Limited
Secretary
20 December 2013
Related Party Transactions
BlackRock Investment Management (UK) Limited, the manager, is considered to be a related party of the
Company. Transactions and relationship details are set out on page 16 of the Annual Report.
The investment management fee for the year under review was £256,000 as disclosed in note 4 to the Financial
Statements.
The Board consists of four non-executive Directors, all of whom are considered to be independent of the
Investment Manager by the Board. None of the Directors has a service contract with the Company. For the
years ended 31 October 2013 and 2012, the Chairman received an annual fee of £25,000, the Chairman of the
Audit Committee received an annual fee of £19,500 and each of the other Directors received an annual fee
of £17,000. Mr Luckraft does not receive any benefit from his fees which are payable to AXA Investment
Managers Limited. At 31 October 2013, the Directors’ interests in the Company’s Ordinary Shares were as follows:
2013 2012
J H Cartwright (Chairman) 20,000 20,000
N R Gold 20,000 20,000
G M Luckraft - -
C R Worsley 487,539* 487,539*
* Including a non-beneficial interest in 155,000 shares
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the annual report, the Directors’ Remuneration Report and the
ï¬nancial statements in accordance with applicable United Kingdom law and regulations.
Company law requires the Directors to prepare ï¬nancial statements for each ï¬nancial year. Under that law,
the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the
Directors must not approve the ï¬nancial statements unless they are satisï¬ed that they give a true and fair
view of the state of affairs of the Company and of the proï¬t or loss of the Company for that period.
In preparing these ï¬nancial statements, the Directors are required to:
- present fairly the financial position, financial performance and cash flows of the Company;
- select suitable accounting policies and apply them consistently;
- present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
- make judgements and accounting 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 ï¬nancial statements;
- provide additional disclosures when compliance with UK Accounting Standards is insufficient to enable
users to understand the impact of particular transactions, other events and conclusions on the Company’s
financial position and financial performance; and
- prepare the ï¬nancial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufï¬cient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the ï¬nancial
position of the Company and enable them to ensure that the ï¬nancial statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities. The Directors are also responsible
for preparing the Strategic Report, the Directors’ Report, the Directors’ Remuneration Report, the Audit
Committee Report and the Corporate Governance Statement in accordance with the Companies Act 2006 and
applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency
Rules. The Directors have delegated responsibility to the Investment Manager for the maintenance and integrity
of the Company’s corporate and ï¬nancial information included on the Investment Manager’s website. Legislation
in the United Kingdom governing the preparation and dissemination of ï¬nancial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names are listed on page 12 of the Annual Report, conï¬rm to the best of their
knowledge that:
- the ï¬nancial statements, which have been prepared in accordance with applicable accounting standards, give
a true and fair view of the assets, liabilities, ï¬nancial position and net return of the Company; and
- the annual report includes 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 2012 UK Corporate Governance Code also requires Directors to ensure that the Annual Report and
Financial Statements are fair, balanced and understandable. In order to reach a conclusion on this matter,
the Board has requested that the Audit Committee advise on whether it considers that the Annual Report and
Financial Statements fulï¬ls these requirements. The process by which the Audit Committee has reached these
conclusions are set out in the Audit Committee’s report on pages 31 to 33 of the Annual Report. As a result,
the Board has concluded that the Annual Report for the year ended 31 October 2013, taken as a whole, is fair,
balanced and understandable and provides the information necessary for shareholders to assess the Company’s
performance, business model and strategy.
For and on behalf of the Board
Jonathan Cartwright
Chairman
20 December 2013
Investment Manager's Report
Performance
Portfolio performance, although positive in absolute terms was disappointing
relative to the benchmark during the year under review.
Investment approach and process
In selecting the Company's investment portfolio we adopt a relatively
concentrated approach to ensure that our best ideas contribute significantly to
returns. We also believe it is the role of the portfolio overall to achieve a
premium level of yield rather than every individual company within it, giving
the Company increased flexibility to invest where returns are most attractive.
A relatively concentrated approach results in a portfolio which differs
substantially from the Index and in any individual year, such as the one under
review, the returns will vary sometimes significantly from those of the Index.
Over longer periods our objective is to achieve returns greater than the Index,
but with lower volatility.
The foundation of the portfolio is in high free cash flow companies that can
sustain cash generation and pay a growing yield whilst aiming to deliver a
double digit total return. Additionally, we look to identify `growth' companies
that have significant barriers to entry or unique products or intellectual
property that enable them to grow consistently. We also look for `turnarounds',
which represent those companies that are significantly out of favour, facing
temporary challenges with high yields/very low valuations, but with recovery
potential. This segment, although relatively small at around 10% of the overall
portfolio, is expected to contribute meaningfully to returns over time.
Market review
UK equities rose in the financial year under review, supported by a highly
accommodative monetary policy which overshadowed the headwinds of US
sequestration, the UK debt downgrade and the bailout of Cyprus. In July, the
new Governor of the Bank of England indicated that interest rates were unlikely
to be raised in the near term and in September the Federal Reserve surprised
the markets with a delay to the `tapering' of quantitative easing. A notable
feature has been the return of new issues to the market which will test the
appetite for equity issuance in the coming months.
The mobile telecommunications sector rose strongly as Vodafone Group announced
the disposal of its 45% stake in its US mobile business to its majority
partner, Verizon. Financials also rose strongly from a low base during the
year, in particular UK domestic banks and the life insurance sector.
Economically sensitive sectors such as media, travel and leisure and general
retail generally outperformed defensive sectors, including utilities, tobacco,
and beverages. The oil and gas and mining sectors performed poorly as profits
continue to come under pressure from large capital expenditure costs and
falling commodity prices.
Contributors to performance
Our holdings in the banks and oil and gas sectors have both had a significant
impact on performance. Tullow Oil has not delivered good returns over the past
twelve months as its previous, strong exploration record has been eroded
following a series of poor results. The company's shares previously enjoyed a
premium rating following a long string of successes, notably in Ghana and
Uganda, but now trade closer to net asset value. The company has exploration
exposure to Kenya where drilling results have been positive so far. We continue
to hold a reduced position and believe that the company will once again create
value for shareholders through exploration and portfolio management.
Within the banking sector, given our concerns around capital requirements, the
rebalancing of loan books and liquidity in the banking system at the start of
the year, we did not hold Barclays, Lloyds Banking Group or The Royal Bank of
Scotland Group, instead favouring the better capitalised banks of HSBC and
Standard Chartered. This detracted from relative performance as domestic UK
banks rallied strongly as the perceived risks reduced.
Other detractors included British American Tobacco, which lagged the market
rise alongside other defensive stocks partly due to weakness in emerging market
currencies. Motor insurer esure reduced its volume growth outlook in the light
of a weaker than anticipated motor insurance market and Antofagasta fell along
with the mining sector, as production costs increased.
On the positive side, the shares of online gaming software specialist Playtech
rose following a strong rise in first half revenues and earnings, benefiting
from progress in new markets and in the expansion of products. The group also
signed an agreement with Ladbrokes to provide software that was well received
by the market.
Other significant contributors to performance included; Shire, which performed
well after resolving a number of patent issues as sales exceeded market
forecasts; Carphone Warehouse, which rose strongly after announcing the buyout
of its joint venture partner, Best Buy in the first half of the year; and
Capital & Counties, which rose as the company is successfully improving the
rental base at Covent Garden whilst also working towards a residential housing
development at Earls Court.
During the year the Company added exposure to high quality growth companies
such as Unilever, Reed Elsevier, Reckitt Benckiser and Compass. These companies
generate strong free cash flow that should enable them to sustain growth in
both earnings and dividends. As the US and UK economies begin to recover we
have added companies well placed to benefit from a recovery in housebuilding
and construction including Wolseley, Ashtead Group and Howden Joinery Group.
Exposure to mining companies was reduced through the sale of Antofagasta as
lower emerging market growth rates combined with rising costs led to earnings
uncertainty. Other notable sales included AstraZeneca, where we became
concerned about the impact of patent expiries on forward earnings following
relatively strong share price returns, and UBM, where additional costs reduced
the positive effects of growth in the events business. Portfolio turnover was
higher than we would normally expect, partly arising from previously announced
changes in the portfolio management team and partly in response to the
divergence of economic growth expectations between the developing and developed
world economies referred to above.
Outlook
Equity valuations have been lifted by strong liquidity levels and the
perception that extreme risks to the financial system have subsided in 2013.
Although equities have risen, valuations compared to other asset classes remain
attractive, which should continue to support equities.
The companies in the portfolio continue to be exposed to both the developed and
developing world. Economic indicators in the developed world have improved in
recent months, particularly in the UK. The UK economy is showing promising
signs of growth helped by low interest rates, improving consumer confidence and
a recovering housing market.
Whilst economic indicators in the developing world have slowed during the year,
it is worth noting that growth rates in many regions remain higher than those
in the developed world driven by demographic drivers. The portfolio is
primarily invested in high free cash flow companies that can sustain cash
generation and pay growing dividends, but it also retains exposure to companies
with sustainable growth franchises and turnaround situations.
Adam Avigdori and Mark Wharrier
BlackRock Investment Management (UK) Limited
20 December 2013
Ten Largest Investments
31 October 2013
Vodafone Group: 6.1% (2012: 5.6%, www.vodafone.com) is a global mobile
communications company providing a range of communications services including
voice, messaging, data and fixed-line solutions. It operates in Europe, Africa,
Asia-Pacific and the Middle East, and in the United States has agreed to sell
its Verizon Wireless stake to US telecommunications group Verizon.
HSBC Holdings: 6.0% (2012: 7.4%, www.hsbc.com) is one of the world's largest
banking and financial services organisations. Its principal businesses are
commercial banking, global banking and markets, private banking and personal
financial services. Its international network covers 81 countries and
territories worldwide, across Europe, Asia-Pacific, North America, Latin
America and the Middle East and North Africa.
GlaxoSmithKline: 5.7% (2012: 3.5%, www.gsk.com) is a global healthcare group,
operating in the research, development, manufacture and marketing of
pharmaceutical products, including vaccines, over-the-counter medicines and
health-related consumer products.
British American Tobacco: 5.2% (2012: 5.0%, www.bat.com) is one of the world's
leading tobacco groups, with more than 200 brands in its portfolio selling in
approximately 180 markets worldwide. It also has a significant interest in
tobacco leaf growing, working with thousands of farmers internationally.
Royal Dutch Shell `B': 5.1% (2012: 7.8%, www.shell.com) is one of the world's
largest independent oil and gas companies. Its upstream operations are engaged
in searching for and recovering crude oil and natural gas, the liquefaction and
transportation of gas, and the extraction of bitumen from oil sands. The
downstream businesses are engaged in manufacturing; distribution and marketing
activities for oil products and chemicals, in alternative energy and carbon
dioxide management.
Barclays: 3.3% (2012: nil, www.barclays.co.uk) is a global financial services
provider engaged in retail banking, credit cards, wholesale banking, investment
banking, wealth management and investment management services. The firm
operates in over 50 countries with a presence in Europe, the Americas, Africa
and Asia.
Wolseley: 3.3% (2012: 2.9%, www.wolseley.co.uk) is the world's largest trade
distributor of plumbing and heating products and a leading supplier of building
materials. It has businesses in the US, Nordics, UK and Europe.
Reed Elsevier: 3.3% (2012: nil, www.reedelsevier.com) is a global provider of
professional information solutions that includes publication of scientific,
medical, technical and legal journals. The company is also the leading
exhibitions and events business globally.
Legal & General: 3.2% (2012: nil, www.legalandgeneral.com) is a leading UK
financial services company. Their businesses include insurance, individual
protection and annuities, a savings business and an investment management
business. There is also an international business that operates in the US,
France and the Netherlands.
Unilever: 3.2% (2012: nil, www.unilever.co.uk) is a global consumer goods
company with leading brands across home care (Comfort, Cif), personal care
(Sure, Dove, Simple), foods (Knorr, Flora) and refreshment (Magnum and Ben &
Jerry's ice cream). The group's products are sold in over 190 countries with
approximately 55% of sales coming from emerging markets.
All percentages reflect the value of the holding as a percentage of total
investments. The percentages in brackets represent the value of the holding as
at 31 October 2012. Together, the ten largest investments represents 44.4% of
total investments (ten largest investments as at 31 October 2012: 47.1%).
Distribution of Investments
as at 31 October 2013
Analysis of portfolio by sector
% of Benchmark
Portfolio
Banks 11.7 11.7
Oil and Gas Producers 9.4 13.7
Tobacco 8.2 4.2
Pharmaceuticals & Biotechnology 8.1 6.8
Travel and Leisure 6.8 3.2
Support Services 6.2 4.5
Mobile Telecommunications 6.1 5.4
Media 5.2 3.2
Food Producers 5.0 2.2
Non-Life Insurance 4.7 1.0
Life Insurance 4.5 4.2
Mining 4.4 7.1
Financial Services 4.0 2.0
Electronic and Electrical Equipment 3.0 0.5
General Retailers 2.7 2.0
Household Goods & Home Construction 2.6 2.4
Gas, Water and Multiutilities 2.3 2.8
Fixed Line Telecommunications 2.3 1.6
Cash and Cash Equivalents 2.8 -
Source: BlackRock and Datastream.
Investment Size
Number of Investments % of Portfolio
less than £1m 18 27.1
£1m to £2m 16 44.9
£2m to £3m 5 28.0
Source: BlackRock
Investments
as at 31 October 2013
Market %
value of
£'000 Investments
Banks
HSBC Holdings 2,770 6.0
Barclays 1,546 3.3
Standard Chartered 1,112 2.4
-------- --------
5,428 11.7
-------- --------
Oil & Gas Producers
Royal Dutch Shell `B' 2,359 5.1
BG Group 1,259 2.7
Tullow Oil 746 1.6
-------- --------
4,364 9.4
-------- --------
Tobacco
British American Tobacco 2,424 5.2
Imperial Tobacco Group 1,374 3.0
-------- --------
3,798 8.2
-------- --------
Pharmaceuticals & Biotechnology
GlaxoSmithKline 2,623 5.7
Shire 1,115 2.4
-------- --------
3,738 8.1
-------- --------
Travel & Leisure
Compass 915 2.0
Stagecoach Group 742 1.6
Betfair 741 1.6
Ladbrokes 402 0.8
Domino's Pizza 363 0.8
-------- --------
3,163 6.8
-------- --------
Support Services
Wolseley 1,534 3.3
Howden Joinery Group 728 1.6
Ashtead Group 626 1.3
-------- --------
2,888 6.2
-------- --------
Mobile Telecommunications
Vodafone Group 2,813 6.1
-------- --------
2,813 6.1
-------- --------
Media
Reed Elsevier 1,518 3.3
British Sky Broadcasting Group 891 1.9
-------- --------
2,409 5.2
-------- --------
Food Producers
Unilever 1,471 3.2
Tate & Lyle 845 1.8
-------- --------
2,316 5.0
-------- --------
Non-life Insurance
Admiral Group 916 1.9
esure 652 1.4
Lancashire Holdings 650 1.4
-------- --------
2,218 4.7
-------- --------
Life Insurance
Legal & General Group 1,496 3.2
Phoenix Group 610 1.3
-------- --------
2,106 4.5
-------- --------
Mining
Rio Tinto 1,455 3.1
BHP Billiton 573 1.3
-------- --------
2,028 4.4
-------- --------
Financial Services
3i Group 1,074 2.3
Hargreaves Lansdown 781 1.7
-------- --------
1,855 4.0
-------- --------
Electronic & Electrical Equipment
Spectris 928 2.0
Oxford Instruments 485 1.0
-------- --------
1,413 3.0
-------- --------
General Retailers
Carphone Warehouse 1,248 2.7
-------- --------
1,248 2.7
-------- --------
Household Goods & Home Construction
Reckitt Benckiser 1,187 2.6
-------- --------
1,187 2.6
-------- --------
Gas, Water & Multiutilities
National Grid 1,087 2.3
-------- --------
1,087 2.3
-------- --------
Fixed Line Telecommunications
BT Group 1,055 2.3
-------- --------
1,055 2.3
-------- --------
45,114 97.2
-------- --------
Cash and Cash Equivalents
BlackRock Institutional Cash Fund 1,282 2.8
-------- --------
1,282 2.8
-------- --------
TOTAL VALUE OF SECURITIES 46,396 100.0
-------- --------
All investments are in ordinary shares unless otherwise
stated.
The total number of holdings as at 31 October 2013 was
39 (31 October 2012: 39)
Income Statement
for the year ended 31 October 2013
Notes Revenue Revenue Capital Capital Total Total
2013 2012 2013 2012 2013 2012
£'000 £'000 £'000 £'000 £'000 £'000
Gains on investments
held at fair value
through profit or
loss - - 5,297 2,788 5,297 2,788
Income from
investments at fair
value through profit
or loss 3 1,880 1,658 - - 1,880 1,658
Investment management
and performance fees 4 (64) (89) (192) (203) (256) (292)
Other operating
expenses 5 (229) (265) (16) (145) (245) (410)
-------- -------- -------- -------- -------- --------
Net return before
finance costs and
taxation 1,587 1,304 5,089 2,440 6,676 3,744
Finance costs 7 (11) (14) (32) (41) (43) (55)
-------- -------- -------- -------- -------- --------
Return on ordinary
activities before
taxation 1,576 1,290 5,057 2,399 6,633 3,689
Taxation - - - - - -
-------- -------- -------- -------- -------- --------
Return on ordinary
activities after
taxation 9 1,576 1,290 5,057 2,399 6,633 3,689
======== ======== ======== ======== ======== ========
Return per ordinary
share (basic and
diluted) 9 5.63p 4.52p 18.09p 8.41p 23.72p 12.93p
======== ======== ======== ======== ======== ========
The total column of this statement represents the Income Statement of the
Company. The supplementary revenue and capital columns are both prepared under
guidance published by the Association of Investment Companies ("AIC"). The
Company had no recognised gains or losses other than those disclosed in the
Income Statement and the Reconciliation of Movements in Shareholders' Funds.
All items in the above statement derive from continuing operations. No
operations were acquired or discontinued during the year.
Reconciliation of Movements in Shareholders' Funds
for the year ended 31 October 2013
Note Called-up Share Capital Special Capital Revenue Total
share premium redemption reserve reserves reserve £'000
capital account reserve £'000 £'000 £'000
£'000 £'000 £'000
For the year
ended 31 October
2013
At 31 October
2012 329 14,819 220 26,401 (1,917) 2,095 41,947
Return for the
year - - - - 5,057 1,576 6,633
Cancellation of
shares held in
treasury - - - (1,555) - - (1,555)
Dividends paid* 8 - - - - - (1,534) (1,534)
-------- -------- -------- -------- -------- -------- --------
At 31 October
2013 329 14,819 220 24,846 3,140 2,137 45,491
-------- -------- -------- -------- -------- -------- --------
For the year
ended 31 October
2012
At 31 October
2011 342 14,819 207 27,379 (4,316) 2,256 40,687
Return for the
year - - - - 2,399 1,290 3,689
Shares purchased (8) - 8 (978) - - (978)
Cancellation of
shares held in
treasury (5) - 5 - - - -
Dividends paid** 8 - - - - - (1,451) (1,451)
-------- -------- -------- -------- -------- -------- --------
At 31 October
2012 329 14,819 220 26,401 (1,917) 2,095 41,947
-------- -------- -------- -------- -------- -------- --------
* Final dividend of 3.45p per share for the year ended 31 October 2012,
declared on 18 December 2012 and paid on 8 March 2013, and the interim
dividend of 2.00p per share for the six months ended 30 April 2013, declared
on 20 June 2013 and paid on 6 September 2013.
** Final dividend of 3.30p per share for the year ended 31 October 2011,
declared on 23 December 2011 and paid on 3 March 2012, and the interim
dividend of 1.80p per share for the six months ended 30 April 2012, declared
on 15 June 2012 and paid on 7 September 2012.
Balance Sheet
as at 31 October 2013
Notes 2013 2012
£'000 £'000
Fixed assets
Investments held at fair value through profit or
loss 46,396 44,495
-------- --------
Current assets
Debtors 2,322 108
Cash at bank 278 101
-------- --------
2,600 209
Creditors - Amounts falling due within one year
Bank loan (2,000) (2,000)
Other creditors (1,505) (757)
-------- --------
(3,505) (2,757)
-------- --------
Net current liabilities (905) (2,548)
-------- --------
Net assets 45,491 41,947
======== ========
Capital and reserves
Called-up share capital 10 329 329
Share premium account 11 14,819 14,819
Capital redemption reserve 11 220 220
Special reserve 12 24,846 26,401
Capital reserves 11 3,140 (1,917)
Revenue reserve 12 2,137 2,095
-------- --------
Total equity shareholders' funds 9 45,491 41,947
======== ========
Net asset value per ordinary share - basic and
diluted 9 166.03p 147.81p
======== ========
Cash Flow Statement
for the year ended 31 October 2013
Notes 2013 2012
£'000 £'000
Net cash inflow from operating activities 5(b) 1,683 1,158
Returns on investment and servicing of finance
Interest paid (56) (43)
Capital expenditure and financial investment
Purchases of investments (61,831) (52,113)
Proceeds from sales of investments 63,470 51,369
-------- --------
Net cash inflow/(outflow) from capital expenditure
and financial investment 1,639 (744)
-------- --------
Equity dividends paid 8 (1,534) (1,451)
-------- --------
Net cash inflow/(outflow) before financing 1,732 (1,080)
Financing
Repurchase of ordinary shares (1,555) (978)
Repayment of bank loan (2,000) (2,000)
Drawdown of bank loan 2,000 2,000
-------- --------
Net cash outflow from financing (1,555) (978)
-------- --------
Increase/(decrease) in cash in the year 177 (2,058)
======== ========
Notes to the Financial Statements
for the year ended 31 October 2013
1. Principal activities
The Company conducts its business so as to qualify as an investment trust
company within the meaning of sub-section 1158 of the Corporation Tax Act 2010.
2. Accounting policies
(a) Basis of preparation
The Company's financial statements have been prepared under the historical cost
convention, modified to include the revaluation of investments, and in
accordance with the United Kingdom law and United Kingdom Generally Accepted
Accounting Practice (UK GAAP) and the Statement of Recommended Practice -
'Financial Statements of Investment Trust Companies and Venture Capital Trusts'
("SORP") issued in January 2009 by the Association of Investment Companies
("AIC"). The principal accounting policies adopted by the Company are set out
below. All of the Company's operations are of a continuing nature.
The Company's financial statements are presented in sterling, which is the
currency of the primary economic environment in which the Company operates. All
values are rounded to the nearest thousand pounds (£'000) except where
otherwise indicated.
(b) Presentation of Income Statement
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the AIC, supplementary information which
analyses the Income Statement between items of a revenue and capital nature has
been presented alongside the Income Statement. In accordance with the Company's
status as a UK investment trust company under sections 833 and 834 of the
Companies Act 2006, and section 1158 of the Corporation Tax Act 2010, net
capital returns may not be distributed by way of dividend.
The accounting policies adopted in preparing the current year's financial
statements are consistent with those of previous years.
(c) Going concern
The Directors believe that it is appropriate to continue to adopt the going
concern basis in preparing the financial statements as the assets of the
Company consist mainly of securities which are readily realisable and
accordingly, that the Company has adequate financial resources to continue in
operational existence for the foreseeable future. The Company's business, the
principal risks and uncertainties it faces, together with the factors likely to
affect its future prospects, performance and position are set out in the
Strategic Report in this announcement and on pages 13 to 15 of the Annual Report.
As a consequence, the Directors believe that the Company is well placed to manage
its business risks successfully. Thus they continue to adopt the going concern basis
of accounting in preparing the annual financial statements.
(d) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single
segment of business being investment business.
(e) Income
Dividends receivable on equity shares are accounted for on an ex-dividend
basis. Where no ex-dividend date is available, dividends receivable on or
before the year end are treated as revenue for the year. UK dividends are shown
net of tax credits. Income from convertible securities having an element of
equity is recognised on an accruals basis. Provisions are made for dividends
not expected to be received. Fixed returns on non-equity shares and debt
securities are recognised on a time apportionment basis so as to reflect the
effective yield on the investment.
Special dividends are recognised on an ex-dividend basis and treated as a
capital or revenue item depending on the facts and circumstances of each
dividend.
Where the Company has elected to receive its dividends in the form of
additional shares rather than in cash, the cash equivalent of the dividend is
recognised as income. Any excess in the value of the shares received over the
amount of the cash dividend is recognised in capital reserves.
Deposit interest receivable is accounted for on an accruals basis. Underwriting
commission is recognised when the issue underwritten closes.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses have been treated
as revenue except as follows:
- expenses including finance costs which are incidental to the acquisition or
disposal of investments are included within the cost of the investments.
Details of transaction costs on the purchases and sales of investments are
disclosed in note 11 on page 47 of the Annual Report.
- the investment management fee has been allocated 75% to the capital column
and 25% to the revenue column of the Income Statement in line with the Board's
expected long term split of returns, in the form of capital gains and income
respectively, from the investment portfolio.
- Legal and professional fees incurred in connection with the change of
investment manager were allocated 75% to capital and 25% to revenue.
- performance fees have been allocated 100% to the capital column of the Income
Statement, as performance has been predominantly generated through capital
returns of the investment portfolio.
(g) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs are
allocated, insofar as they relate to the financing of the Company's
investments, 75% to the capital column and 25% to the revenue column of the
Income Statement, in line with the Board's expected long term split of returns,
in the form of capital gains and income respectively, from the investment
portfolio.
(h) Investments held at fair value through profit or loss
As the Company's business is investing in financial assets with a view to
profiting from their total return in the form of increases in fair value,
financial assets are designated as held at fair value through profit or loss in
accordance with FRS 26 `Financial Instruments: Recognition and Measurement'.
The Company manages and evaluates the performance of these investments on a
fair value basis in accordance with its investment strategy, and information
about the investments is provided on this basis to the Board of Directors.
Investments held at fair value through profit or loss are initially recognised
at fair value. After initial recognition, these continue to be measured at fair
value, which for quoted investments is either the bid price or the last traded
price depending on the convention of the exchange on which the investment is
listed. Purchases and sales of financial assets are recognised on the trade
date, being the date which the Company commits to purchase or sell the assets.
Investment holding gains or losses reflect differences between book value and
book cost. Net gains or losses arising on realisation of investments are taken
to capital reserve.
(i) Taxation
Where expenses are allocated between capital and revenue, any tax relief
obtained in respect of those expenses is allocated between capital and revenue
on the marginal basis using the Company's effective rate of corporation tax for
the accounting period.
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax or a right to pay less tax
in the future have occurred. Timing differences are differences between the
Company's taxable profits and its results as stated in the financial
statements.
A deferred tax asset is recognised when it is more likely than not that the
asset will be recoverable. Deferred tax is measured on a non-discounted basis
at the rate of corporation tax that is expected to apply when the timing
differences are expected to reverse.
(j) Foreign currency translation
Foreign currency - in accordance with FRS 23 `The Effect of changes in Foreign
Currency Exchange Rates', the Company is required to nominate a functional
currency, being the currency in which Company predominately operates. The
functional and reporting currency is sterling, reflecting the primary economic
environment in which the Company operates. Transactions in foreign currencies
are translated into sterling at the rates of exchange ruling on the date of the
transaction. Foreign currency monetary assets and liabilities are translated
into sterling at the rates of exchange ruling at the Balance Sheet date.
Profits and losses thereon are recognised in the capital column of the Income
Statement and taken to the capital reserve.
(k) Dividends payable
In accordance with FRS 21 `Events After Balance Sheet Date', the final dividend
proposed on ordinary shares is recognised as a liability when approved by
shareholders. Interim dividends are recognised only when paid.
(l) Share repurchases
Shares repurchased and subsequently cancelled - share capital is reduced by the
nominal value of the shares repurchased, and the capital redemption reserve is
correspondingly increased in accordance with section 733 Companies Act 2006.
The full cost of the repurchase is charged to the special reserve.
Shares repurchased and held in treasury - The full cost of the repurchase is
charged to the special reserve. Where treasury shares are subsequently
reissued, any surplus is taken to the share premium account.
3. Income
2013 2012
£'000 £'000
Investment income:
Franked UK listed dividends 1,778 1,550
Unfranked equity income from UK investments 66 -
Scrip dividends from UK investments - 19
Overseas listed dividends 36 89
-------- --------
Total income 1,880 1,658
======== ========
4. Investment management and performance fees
2013 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management
fees 64 192 256 89 165 254
Performance fees - - - - 38 38
-------- -------- -------- -------- -------- --------
64 192 256 89 203 292
======== ======== ======== ======== ======== ========
BlackRock Investment Management (UK) Limited ("BlackRock") was appointed as
Investment Manager and Company Secretary on 1 April 2012. Under the terms of
the investment management agreement, BlackRock are entitled to a base fee of
0.6% per annum of the Company's market capitalisation. There was no additional
fee for company secretarial and administration services.
Under the investment management agreement with BlackRock, a performance fee is
payable for the financial period based on the Company's net assets value
outperformance of the benchmark. The performance fee is calculated by applying
15% of the annualised excess return for a performance period to the performance
fee net asset value. The benchmark index, which the Company use for the
calculation of the performance fee is the FTSE All-Share Index measured on a
total return basis. Further information on this fee arrangement is described in
the Directors' Report on page 16 of the Annual Report.
Performance fees have been wholly allocated to the capital column of the Income
Statement. No performance fee has been accrued for the year ended 31 October
2013 (31 October 2012: £38,000).
In accordance with the investment management agreement with RCM (UK) Limited, the
previous Investment Manager, a base management fee of 0.5% was payable, together with
the pro rata administration and secretarial fee until 4 July 2012 inclusive, which was
charged in full to the revenue account.
5. Operating activities
2013 2012
£'000 £'000
(a) Operating expenses
Custody fee 2 2
Auditor's remuneration:
- statutory audit 17 17
- other audit services* - 2
- VAT on auditor's remuneration 4 4
Directors' emoluments 79 79
Other operating expenses 127 161
-------- --------
229 265
======== ========
In addition to the above, custodian handling charges of £16,000 (2012: £4,000)
were charged to capital. During 2012, legal and professional fees of £188,000
were incurred in connection with the change of Investment Manager during the
year, allocated 75% to capital and 25% to the revenue account.
The Company's ongoing charge ratios, calculated as a
percentage of average net assets and using expenses,
excluding performance fees and interest costs, after relief
for any taxation was: 1.1% 1.2%
-------- --------
* Other audit services relate to the review of the half
yearly financial statements in 2012.
2013 2012
£'000 £'000
(b) Reconciliation of net return before finance costs and
taxation to net cash flow from operating activities
Net return before finance costs and taxation 6,676 3,744
Capital return before finance cost and taxation (5,089) (2,440)
-------- --------
Net revenue return before finance costs and taxation 1,587 1,304
Expenses charged to capital (208) (348)
Special dividends credited to capital 38 10
Decrease in debtors 52 29
Increase in creditors 214 163
-------- --------
Net cash inflow from operating activities 1,683 1,158
======== ========
6. Directors' emoluments
The aggregate emoluments of the Directors, excluding VAT, where applicable, for
the year ended 31 October 2013 were £78,500 (2012: £78,500).
The emoluments of the Chairman, who was also the highest paid Director were
£25,000 (2012: £25,000). The Company does not have a share option scheme or any
incentive scheme. No pension contributions were made in respect of the
Directors. The Company has no employees.
7. Finance costs
2013 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Interest payable -
bank overdraft 1 - 1 - - -
Interest payable -
sterling bank loan 10 32 42 14 41 55
-------- -------- -------- -------- -------- --------
11 32 43 14 41 55
======== ======== ======== ======== ======== ========
8. Dividends on ordinary shares
2013 2012
£'000 £'000
Dividend payable on equity shares:
Final dividend of 3.45p per ordinary share paid 8 March
2013 (2012: 3.30p - 1 March 2012)
979 940
Interim dividend of 2.00p per ordinary share paid 6
September 2013 (2012: 1.80p - 7 September 2012) 555 511
-------- --------
1,534 1,451
======== ========
The Directors have proposed a final dividend of 3.50p per share in respect of
the year ended 31 October 2013. The proposed final dividend will be paid,
subject to shareholders' approval, on 7 March 2014 to shareholders on the
Company's register on 14 February 2014. The final dividend has not been
included as a liability in these financial statements as final dividends are
only recognised in the financial statements when they have been approved by
shareholders, or in the case of interim dividends, recognised when paid to
shareholders.
The total dividends payable in respect of the year which form the basis of
determining retained income for the purposes of section 1158 of the Corporation
Tax Act 2010 and section 833 of the Companies Act 2006, and the amounts
proposed, meet the relevant requirements as set out in the legislation.
2013 2012
£'000 £'000
Dividends paid or proposed on equity shares:
Interim paid 2.00p per ordinary share paid on 6 September
2013 (2012: 1.80p) 555 511
Final proposed 3.50p* payable on 7 March 2014 (2013: 3.45p) 952 979
-------- --------
1,507 1,490
-------- --------
* Based upon 27,204,268 ordinary shares (excluding
treasury shares) in issue on 19 December 2013.
The proposed final dividend is based on the number of shares in issue at the
year end. However, the dividend payable will be based on the number of shares
in issue on the record date and will reflect any purchases and cancellations of
shares by the Company settled subsequent to the year end.
Ordinary dividends paid by the Company carry a tax credit at a rate of 10%. The
credit discharges the tax liability of shareholders subject to income tax at
less than the higher rate. Shareholders liable to pay tax at the higher rate
will have further tax to pay.
9. Return per ordinary share
Revenue and capital returns per share are shown below and have been calculated
using the following:
2013 2012
Net revenue return attributable to ordinary shareholders 1,576 1,290
(£'000)
Net capital return attributable to ordinary shareholders 5,057 2,399
(£'000)
-------- --------
Total return (£'000) 6,633 3,689
-------- --------
Equity shareholders' funds (£'000) 45,491 41,947
-------- --------
The weighted average number of ordinary shares in issue
during each year, on which
the return per ordinary share was calculated, was: 27,958,747 28,525,965
---------- ----------
The actual number of ordinary shares in issue at the end
of each year, on which the net asset value was
calculated, was: 27,399,268 28,379,268
========== ==========
2013 2012
Revenue Capital Total Revenue Capital Total
p p p p p p
Return per share
Calculated on
weighted average
number of shares 5.63 18.09 23.72 4.52 8.41 12.93
-------- -------- -------- -------- -------- --------
Net asset value per
share (debt at par
value) 166.03* 147.81**
-------- --------
Ordinary share price 164.50 137.00
-------- --------
* The net asset value is based on 27,399,268 ordinary shares in issue. An
additional 5,534,664 shares were held in treasury.
** The net asset value is based on 28,379,268 ordinary shares in issue. An
additional 4,554,664 shares were held in treasury.
10. Called up share capital
Ordinary Treasury Total Nominal
shares shares shares value
number number £'000
Allotted, called up and fully paid
share capital comprised:
Ordinary shares of 1p each
At 31 October 2012 28,379,268 4,554,664 32,933,932 329
Shares purchased and cancelled - - - -
Shares purchased and held in treasury (980,000) 980,000 - -
Sale of shares out of treasury - - - -
-------- -------- -------- --------
At 31 October 2013 27,399,268 5,534,664 32,933,932 329
======== ======== ======== ========
During the year 980,000 ordinary shares were purchased and held in treasury
(2012: 761,552 purchased and cancelled). No shares were cancelled from treasury
during the year. (2012: 500,000 cancelled from treasury).
11. Share premium account and reserves
Share Capital Capital Capital
premium redemption reserves reserves
account reserve arising on arising on
£'000 £'000 investments revaluation of
sold investments
£'000 held
£'000
At 1 November 2012
Movement during the year: 14,819 220 (2,799) 882
Gains on realisation of
investments - - 2,791 -
Change in investment holding gains - - - 2,468
Special dividends taken to capital - - 38 -
Finance costs, investment
management and performance fees
charged to capital after taxation - - (240) -
-------- -------- -------- --------
At 31 October 2013 14,819 220 (210) 3,350
======== ======== ======== ========
12. Distributable reserves
Special reserve
£'000
At 1 November 2012 26,401
Purchase and cancellation of ordinary shares (1,555)
--------
At 31 October 2013 24,846
========
Revenue reserve
£'000
At 1 November 2012 2,095
Return for the year 1,576
Dividends paid (1,534)
--------
At 31 October 2013 2,137
========
Publication of non-statutory accounts
The financial information contained in this announcement does not constitute
statutory accounts as defined in the Companies Act 2006. The 2013 annual report
and financial statements will be filed with the Registrar of Companies shortly.
The comparative figures are extracts from the audited financial statements of
BlackRock Income and Growth Investment Trust plc for the year ended 31 October
2013, which have been filed with the Registrar of Companies. The report of the
Auditor on those accounts contained no qualification or statement under section
498 of the Companies Act.
This announcement was approved by the Board of Directors on 20 December 2013.
Annual Report
Members will be notified that the annual report is available shortly or if a
hard copy has been requested this will be sent shortly. It will also be
available from the registered office, c/o The Company Secretary, BlackRock
Income and Growth Investment Trust plc, 12 Throgmorton Avenue, London EC2N 2DL.
Annual General Meeting
The Annual General Meeting of the Company will be held at 12 Throgmorton
Avenue, London EC2N 2DL on Tuesday, 11 February 2014 at 12 noon.
The Annual Report will also be available on the BlackRock Investment Management
website at http://www.blackrock.co.uk/intermediaries/literature/annual-report/
blackrock-income-and-growth-investment-trust-plc-annual-report-2013.pdf. Neither
the contents of the Manager's website nor the contents of any website accessible
from hyperlinks on the Manager's website (or any other website) is incorporated
into, or forms part of, this announcement.
For further information, please contact:
Simon White, Managing Director, Investment Companies, BlackRock
Investment Management (UK) Limited
Tel: 020 7743 5284
Alexandra Ring, Media & Communication, BlackRock Investment Management (UK)
Limited
Tel: 020 7743 3583
20 December 2013
12 Throgmorton Avenue
London
EC2N 2DL