Final Results
26 April 2012
BLACKROCK SMALLER COMPANIES TRUST plc
Annual results announcement for the
Year ended 29 February 2012
Performance Record
Financial Highlights
Year ended Year ended
29 February 28 February %
2012 2011 change
Performance
Net asset value per share* 619.75p 620.73p -0.2
Net asset value per share (capital only)* 612.02p 613.93p -0.3
Hoare Govett Smaller Companies plus AIM
(ex Investment Companies) Index 3,584.33 3,712.31 -3.4
Share price 503.00p 542.00p -7.2
-------- -------- -----
Revenue return per share 10.16p 8.55p +18.8
Interim dividend per share 2.42p 2.20p +10.0
Proposed final dividend per share 5.98p 4.80p +24.6
Total dividends paid and payable in respect
of the year ended 8.40p 7.00p +20.0
-------- -------- -----
Total assets less current liabilities (£'000) 311,582 312,036 -0.1
Equity shareholders' funds (£'000) 296,733 297,202 -0.2
-------- -------- -----
Total expense ratio (TER) (excluding
performance fees) ** 0.7% 0.7%
Total expense ratio (TER) (including
performance fees) *** 1.0% 1.0%
Dividend yield 1.7% 1.3%
Actual gearing ratio 7.7% 9.7%
* Debenture at par value.
** Total expense ratio calculated as a percentage of average net assets
and using operating expenses (excluding performance fees, finance costs and
taxation).
*** Total expense ratio calculated as a percentage of average net assets
and using operating expenses, including performance fees and taxation,
excluding finance costs.
Source: BlackRock.
Chairman's Statement
An increase in NAV over three years of 173%, coupled with dividends being
raised for the last nine years, demonstrates the credentials of your Company as
an outstanding long term investment.
Performance
Following two years in which the net asset value per share ("NAV") increased
substantially, it is very much to the credit of our Investment Manager
that these gains were not surrendered in what has proved to be a particularly
difficult period. In the event, our NAV ended the year barely changed. After a
positive start, the portfolio gave back most of its early gains as the year
progressed. Sentiment began to deteriorate in April and worsened again during
the summer as the full extent of problems in the Eurozone became apparent.
The Company's NAV fell by 0.2% and the share price declined by 7.2% during
the year to 29 February 2012. By comparison, the Company's benchmark, the Hoare
Govett Smaller Companies plus AIM (excluding Investment Companies) Index fell
by 3.4%. (All percentages in sterling terms and without dividends reinvested.)
The fact that our NAV performed better than the benchmark was largely attributable
to good stock selection, as well as positive sector allocation. Towards the end
of the financial year, when markets began to recover, performance was also
helped by an increase in our gearing at the right time.
This was due to the skill with which our Portfolio Manager, Mike Prentis,
navigated what were undoubtedly very tricky markets. Further details of the
various factors which contributed to this outperformance are set out in the
Investment Manager's Report.
I am delighted to report that the Company has been voted Highly Commended in
the UK Smaller Companies category for the Moneywise 2012 investment trust awards,
which is further third party recognition of the excellent performance achieved by
the Investment Manager in recent years. To remind shareholders, the growth in our
NAV against our benchmark is shown below.
Performance to 29 February 2012 3 Years 5 Years 10 Years
Net asset value per share 172.6% 36.6% 192.9%
Hoare Govett Smaller Companies
plus AIM (ex Investment Companies)
Index* 103.0% -12.6% 99.0%
*Benchmark – FTSE SmallCap Index excluding Investment Companies prior to
31 August 2007 and Hoare Govett Smaller Companies plus AIM (excluding Investment
Companies) Index from 1 September 2007.
Since the year end, the Company's NAV has increased by 0.3%, against a
benchmark decline of 1.5%, and the share price has risen by 2.9% (all
calculated without dividends reinvested).
Earnings and dividends
The Company's revenue return per share for the year to 29 February 2012
amounted to 10.16p compared with 8.55p for the previous year. It is very
encouraging to report that the Company has enjoyed continuing growth in
earnings and as a result the Board has been able to increase dividends in each
of the last nine years despite the very challenging economic background. Your
Board also believes that the underlying portfolio has the potential to
maintain dividend growth in the future.
The Directors are recommending the payment of a final dividend of 5.98p per share
(2011: 4.80p) bringing the total for the year to 8.40p per share (2011: 7.00p)
which represents an increase of 20.0% over the dividend paid last year. The
dividend will be paid on 4 July 2012 to shareholders on the register on 1 June
2012; the ex dividend date is 30 May 2012. It is the Board's intention to
increase the next interim dividend by a greater percentage than normal to help
rebalance the interim and final payments so that they fall closer to a 40/60
distribution split.
Gearing
The Company has the capacity to borrow via a £15 million debenture stock and a
bank overdraft facility of £20 million which it uses from time to time for
investment purposes and to cover short term timing differences. Gearing levels
and sources of funding are reviewed regularly and the Board continues to believe
that moderate gearing is in the long term interests of shareholders. At the
year end, the Company's gearing was 7.7% of shareholders' funds.
Discount
Notwithstanding the excellent relative performance of your Company, it is
disappointing that the discount has widened during the period. It is scant
comfort that this problem has affected virtually all companies in the quoted
smaller company arena, and the Board regularly discusses this apparent anomaly.
Your Board believes that the best way of addressing the discount over the long
term is to create demand for the shares in the secondary market. To this end
your Investment Manager is devoting considerable effort to broadening the
awareness of the Company's outstanding attractions particularly to wealth
managers in advance of the changes in how independent financial advisers ("IFAs")
will be remunerated as a result of the Retail Distribution Review ("RDR"). Over
the last two years, the number of shares held by retail shareholders has increased
from 20% to nearly 35%.
Benchmark index
From 10 April 2012, the Hoare Govett Smaller Companies plus AIM (excluding Investment
Companies) Index against which the Company was benchmarked during the past financial
year has been renamed the Numis Smaller Companies plus AIM (excluding Investment
Companies) Index. As this represents a change in name of the index rather than
a change in methodology, this development does not constitute a material change
to the Company's investment policy.
Alternative Investment Fund Managers ("AIFM") Directive
We are hopeful that the Directive will provide additional regulatory oversight
of closed end funds without excessive cost or administrative burden. The
current timetable envisages legislation will be in place at a national level
in July 2013.
Annual General Meeting
The Annual General Meeting of the Company will be held at the new offices of
BlackRock at 12 Throgmorton Avenue, London EC2N 2DL on 27 June 2012 at 11.30
a.m. The Portfolio Manager will be making a presentation to shareholders on the
Company's performance and the outlook for equity markets. The Directors and
representatives of the Investment Manager look forward to meeting shareholders
informally after the meeting and I do hope that as many shareholders as
possible choose to attend.
Board
I have been Chairman for seven years during which time I have been honoured to
have led the Board as your Company moved from 3i to Merrill Lynch Investment
Managers, which then merged with BlackRock. The consistency of performance has
been maintained by Mike Prentis, who has remained as our Portfolio Manager
throughout this period and also by the continuity of advice and support given
by my fellow Directors.
On 20 March, I announced my intention to step down as Chairman and retire from
the Board following the forthcoming Annual General Meeting. I am delighted that
Nicholas Fry has agreed to become Chairman in my place. Following a
distinguished career in the City, he has made an invaluable contribution to
the Board over the last six years and during the last twelve months has been
a most effective Chairman of the Company's Audit Committee. We are currently
recruiting a new Director.
Outlook
Many participants in the smaller companies sector have strong balance sheets
and also enjoy a relatively resilient earnings base. However, in many
instances, these attributes have been overlooked by investors and valuations
remain modest by historical standards. Whilst smaller companies often exhibit
greater downside in volatile markets and are perceived to be more economically
sensitive, as was the case in the summer sell-off, it is worth remembering that
over the medium and long term they have performed very well against larger
companies. Therefore, as confidence begins to return, we believe that there
will be many opportunities to acquire attractive growth companies.
Richard Brewster
Chairman
26 April 2012
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 objectives and monitoring the performance of
the Investment Manager. An inappropriate strategy may lead to underperformance
against the benchmark index. To manage this risk the Investment Manager
provides an explanation of significant stock selection decisions and the
rationale for the composition of the investment portfolio. The Board monitors
and mandates an adequate spread of investments, in order to minimise the risks
associated with factors specific to particular sectors and based on the
diversification requirements inherent in the Company's investment policy. The
Board also receives reports showing an analysis of the Company's performance
against the benchmark.
Income/dividend risk - The amount of dividends and future dividend growth will
depend on the Company's underlying portfolio. Any change in the tax treatment
of the dividends or interest received by the Company 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 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.
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 control 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 twice a year. The custodian (The Bank of New
York Mellon (International) Ltd ("BNYM"), a subsidiary of The Bank of New York
Mellon) and the Investment Manager also produce quarterly and annual internal
control reports respectively which are reviewed by their respective auditors
and give assurance regarding the effective operation of controls and are also
reviewed by the Audit Committee.
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
holding 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 risks - The Company's investment activities expose it to a variety of
financial risks that include market price risk, currency risk, interest rate
risk, liquidity risk and credit risk.
Related party transactions
The Investment Manager is regarded as a related party and details of the
investment management and performance fees payable are set out in note 4.
The Board consists of five non-executive Directors, all of whom are considered
to be independent by the Board. None of the Directors has a service contract
with the Company. With effect from 1 March 2012, the remuneration of the
Chairman was increased from £30,000 to £31,200, the Chairman of the Audit
Committee from £23,000 to £23,920, and for the other Directors from £20,000 to
£20,800.
All five members of the Board hold ordinary shares in the Company. Richard
Brewster holds 90,000 ordinary shares, Nick Fry holds 40,000 ordinary shares,
Gill Nott holds 11,500 ordinary shares, Caroline Burton holds 3,000 ordinary
shares and Robbie Robertson holds 63,582 ordinary shares.
Statement of Directors' Responsibilities
The Directors confirm to the best of their knowledge that:
- the financial statements, prepared in accordance with applicable accounting
standards, give a true and fair view of the assets, liabilities, financial
position and profit or loss 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 the Company faces.
For and on behalf of the Board of Directors
Richard Brewster
Chairman
26 April 2012
Investment Manager's Report
We have maintained our record of consistent outperformance over the long term
and believe our portfolio is positioned to continue to perform well.
Overall investment performance and market review
During the financial year, the Company's net asset value per share ("NAV") fell
by 0.2%, whilst the benchmark index fell by 3.4%. For much of the year, markets
were affected by the problems of the Eurozone, most particularly tackling the
large budget deficit in Greece. There were other issues, including the
repercussions of the tsunami in Japan on its economy and the indirect impacts
elsewhere, anaemic economic growth in the UK, uncertainties about the
robustness of growth in China and its property market, and mixed data from the
US on economic growth and job creation. These led to much uncertainty during
2011 and a sharp fall in stockmarkets in August. Moving into 2012, some of
these uncertainties have begun to dissipate and markets are learning to live
with some of the others. Sentiment has also improved and markets have
rebounded. It was pleasing to have finished the financial year almost flat in
terms of NAV and to have maintained our record of outperformance.
Portfolio performance
Most of our outperformance came from the electronics and engineering sectors,
with good performances also from mining and aerospace. By contrast, the oil &
gas producers sector was slightly disappointing. Many of our favourite, longest
standing, core holdings are in the engineering and electronics space; they
generally have unique products and global exposure. It is not surprising that
even in more uncertain times these types of companies should continue to do
well. Oxford Instruments and Hamworthy were our best performers in relative and
absolute terms, both within these sectors and across the portfolio. Oxford
Instruments develops and supplies instruments which allow the accurate measurement
of materials, down to the atomic level. It has continued to expand globally,
growing revenues strongly and expanding margins; we expect this to continue.
Hamworthy was acquired by Wartsila and sadly is no longer part of our
portfolio. We also benefited from our holding in Fenner, a major global
supplier of conveyor belting.
Within the mining sector, our best contributor was Sierra Rutile. This company
benefited from the significant increase in the price of rutile, which
ultimately attracted a bid from a private equity mining investor. When the
investor succeeded in gaining overall control we sold our investment,
preferring not to remain a minority shareholder in a company that remains
quoted but is a subsidiary of an overseas based private equity house. Within
aerospace, our most successful investment was in Senior which supplies many
components designed into the latest commercial aircraft of Boeing, Airbus and
others. It is a core holding by virtue of its strength of management, trading
record, increasingly strategic importance as a supplier within its sectors and
its excellent revenue visibility.
The portfolio was significantly underweight in the oil sector during the year
which proved the right decision, as the sector underperformed. However, some of
the stocks we did hold performed poorly. This was especially the case with
Aurelian Oil & Gas. This was seen as a relatively low risk investment, but its
shares slumped when an appraisal well delivered poor results casting doubt on
the scale and recoverability of previously indicated resources; we sold our
holding. We also did not own some of the stocks in the benchmark which performed
well during the year. We did, however, have a small holding in Cove Energy
which late in the financial year attracted competitive bids.
Other notable stock performances came from Alternative Networks,
Immunodiagnostic Systems and IQE. Alternative Networks provides corporate users
with solutions to their increasingly complex telecoms needs; its shares performed
strongly. Immunodiagnostic Systems warned of greater competition for its manual
tests and slowing placements of its new iSYS automated testing instruments.
However, its installed base of iSYS instruments continues to grow and contractually
produce good levels of high margin consumable sales. IQE suffered from destocking,
in common with most suppliers into the semiconductor sector. We believe this is now
coming to a close.
Activity
Early in the financial year it became clear that uncertainties in the Eurozone
were growing. We decided to sell some of our industrial holdings and invest the
proceeds in UK house builders and selected UK retailers. At the time, UK house
builders were trading at large discounts to tangible net assets and looked
attractively valued; this proved to be a good decision.
In August, as nervousness grew and markets fell sharply, we decided to sell
holdings where our conviction was not high enough for such conditions. In
particular, we sold holdings with high exposure to Continental Europe and some
with higher debt than we usually tolerate; most of our holdings have net cash.
We used the proceeds to reduce our use of the overdraft, decreasing gearing to
about 5% in August.
During December and in early 2012, we have been increasing market exposure as
confidence has started to return. An example of the areas we have added to is
oil & gas producers. With market concerns about an escalating oil price, we
added holdings in Valiant Petroleum and Salamander Energy, each of which we
have owned before. These are both oil producers, which are attractively valued
relative to their oil reserves and cash flows, and which also have high
potential drilling campaigns during 2012.
Portfolio positioning
The portfolio continues to be well diversified, with the majority of the value
in our core holdings. These are companies which have met stringent criteria;
all are run by proven, trustworthy management teams, most are market leading
businesses with pricing power, and many have very strong products, technology
or brands. These companies have good trading records, generate cash and usually
have no net debt. Most of these companies are truly international. Sectors
which feature highly are electronics, software, engineering, health care,
chemicals and media, and these are the sectors where we are most overweight. We
are always looking to find the core holdings of the future, adding these to the
portfolio as small holdings, monitoring them closely, building them up where
they do well and selling out of them when they do not live up to initial
expectations. We have many holdings in small companies that look highly
promising but do not yet meet all of our criteria for core holdings - we hope
at some stage many will.
We remain underweight in the more domestically focused sectors, in particular
retailers, pub companies, food producers and suppliers to the Government.
Size of our Investments as at 29 February 2012
£m Number of Investments % of Portfolio
£0m to £1m 54 10.1
£1m to £2m 67 28.8
£2m to £3m 29 21.5
£3m to £4m 19 20.4
£4m to £5m 7 9.5
£5m to £6m 3 5.1
£6m to £7m 1 1.9
£8m to £9m 1 2.7
Source: BlackRock.
Market capitalisation of our Portfolio Companies as at 29 February 2012
% of Portfolio
£0m to £100m 20.3
£100m to £400m 39.1
£400m to £1bn 24.7
£1bn+ 15.9
Source: BlackRock.
Gearing
Over the last eight years gearing has generally been in the region of 10%. In
the latter part of summer 2011, gearing was reduced to about 5%, but more
recently we have increased it again and currently stands at 9.3%.
Outlook
2011 was a year in which many uncertainties around the world dominated the
minds of investors. In such times, and in times of recession, small companies
typically underperform larger companies and this was the case in 2011. Over the
very long term and over most medium term timescales, the data is very clear
that smaller companies have significantly outperformed their larger
counterparts. Often, as confidence starts to rebuild, smaller companies tend to
perform very strongly and we have seen this early in 2012. The leading stocks
in such a rally tend to be amongst the riskiest and we have seen this again in
early 2012, much as we saw it in the spring of 2009; we tend to own few of
these companies. As confidence builds further, higher quality growth stocks
tend to start to perform well; our portfolio is mainly composed of these kinds
of shares.
We have been pleasantly surprised by trading newsflow from the companies in our
portfolio over the last few months. The companies have generally coped well
with the uncertainties of 2011, much as they did during the recession of 2008/
2009. We have also started to see an increase in mergers and acquisitions
activity once again, with large international buyers wanting to purchase UK
listed smaller companies; we expect this to be an important feature of our
market and portfolio over the next year.
Equity markets look attractive relative to government bonds and also relative
to cash deposits, which look likely to remain low yielding. Many small and mid-cap
stocks have excellent growth prospects, are very international in their outlook
and generally are no more highly rated than large cap stocks. However, risks remain.
We need to see a continuing improvement in growth and employment data in the US,
no shocks from China, a sensitive handling of the Eurozone debt problems by European
Governments and the European Central Bank, and no further escalation of tensions with
Iran or increase in the oil price. These are not small risks. On balance, we believe
that confidence is likely to continue to build, although not without some
setbacks, and stockmarkets are likely to move higher over the next few years.
The portfolio should perform well in this scenario.
Mike Prentis
BlackRock Investment Management (UK) Limited
26 April 2012
Summary of Ten Largest Investments
29 February 2012
Set out below is a brief description by the Investment Manager of the Company's
ten largest investments
Oxford Instruments - 2.7% (2011: 1.3%) is a leading provider of high technology
tools and systems for research and industry. It designs and manufactures
equipment that can fabricate, analyse and manipulate matter at the atomic and
molecular level. It is a very international business with almost 70% of sales
being to destinations outside Europe. In the first half of its current
financial year, the Company achieved a 30% organic increase in sales and a 62%
increase in earnings per share.
Hargreaves Services - 1.9% (2011: 1.4%) is involved in the supply, movement and
management of mineral resources and the provision of support services to the
energy and waste industries. It owns and operates the deep Maltby Colliery in
South Yorkshire, where it mines coal, and the Monckton Coke works, where it
produces metallurgical coke. It will operate the Tower Colliery in South Wales
where coal production is due to start later this year. Hargreaves' other growth
opportunities include further geographical expansion; European operations have
been growing strongly.
Bellway- 1.8% (2011: 1.2%) is one of the largest house builders in the UK with
operations across the country. Management is very experienced and has run the
company in good and bad housing market conditions. Bellway has bought land
steadily over the last few years; operating margins are now starting to rise
again as more recently acquired land is built on. Bellway shares still trade at
a discount to net tangible assets.
Aveva Group - 1.7% (2011: 1.8%)is a world leading engineering software provider
to the oil & gas, power and marine industries which it has supplied for over 40
years. Aveva's software not only allows its customers to design new major
plants, but also to help manage these most efficiently once completed. It
operates globally with particular strength in the Asia Pacific region, but also
increasingly in South America. Its software is often sold on an annual licence
basis and currently 69% of its revenues are recurring. Management has run the
company very well for many years.
Senior - 1.6% (2011: 1.0%) is an international manufacturing group providing
engineered products for demanding operating environments. The group's strategy
is to focus upon sectors where it is positioned to benefit from both global
market growth and increasingly stringent emission control legislation. Senior
operates through two divisions: Aerospace, which serves both the commercial
aerospace and defence markets; and Flexonics, which serves automotive and other
industrial markets. The company is particularly closely aligned to the growth
of the commercial aerospace sector and especially to wide bodied aircraft
production. Senior's designed in products and high order book give it excellent
revenue visibility. Growth in earnings in recent years has been strong and the
shares remain modestly rated.
ITE Group- 1.5% (2011: 1.3%) creates marketplaces for business by organising
leading trade exhibitions and conferences in growing and developing markets.
The group organises over 200 trade exhibitions and conferences each year in
mainly Russia, Ukraine, Azerbaijan, Kazakhstan, Turkey, India and Uzbekistan.
The company has generated strong earnings growth and cash generation for many
years. In its most recently announced full year results, organic revenue growth
was 18% and earnings per share increased by 28%.
Fidessa group - 1.4% (2011: 2.1%) develop and supply software which facilitates
trading of financial instruments, including shares. Fidessa supplies software
to both the sell side and the buy side, although is longer established on the
sell side. Its software is used by brokers, investment banks and fund managers
around the world. It offers connectivity to a large pool of liquidity providers
allowing users to trade efficiently and at low cost. More than 80% of its
revenues recur each year. It continually invests to further improve its
customer offering. Earnings have grown consistently in recent years.
Booker Group- 1.4% (2011: 0.6%) is the UK's leading food wholesaler. It
supplies approximately 326,000 catering businesses and 78,000 independent
retailers. It operates from 172 cash and carry branches throughout the UK and
provides a national delivery service. Growth in recent years has been very
strong, driven by market share gains and range extensions. Over the last few
years, it has begun to grow in India and the medium term opportunity there is
potentially very substantial. In its January trading statement it disclosed
like for like sales growth of 6.5% for the prior 16 week period, a level of
growth very rarely seen in the UK given the difficult current economic position
and an indication of continuing strong market outperformance. Booker has not
only shown strong earnings growth in recent years, it has also converted this
into cash.
City of London Investment Group - 1.3% (2011: 1.5%) has built up a highly
successful business investing its clients' money in closed end funds,
predominantly those offering emerging markets exposure. Their very disciplined
investment approach has driven consistent outperformance and enabled them to
grow funds under management to the most recently disclosed level of US$5.4
billion. City of London's shares offer good emerging market exposure at both an
attractive valuation and a relatively high dividend yield.
Spirax-Sarco Engineering- 1.3% (2011: 1.4%) manufactures and supplies the
products, services and expertise needed to optimize steam or industrial process
plants. It has approximately 1,300 sales and service engineers located all
around the world, close to customers, ready to give help and advice. Spirax has
an excellent long term record of growing revenues organically, achieving
earnings growth and converting earnings into cash. In its results for the year
ended 31 December 2011, Spirax continued this trend, increasing sales
organically by 10% and earnings by 14%; year end net cash was £12 million.
All percentages reflect the value of the holding as a percentage of total
investments. Percentages in brackets represent the value of the holding as at
28 February 2011.
Fifty Largest Investments
as at 29 February 2012
Market % of
value total
Company £'000 portfolio Business activity
Oxford 8,804 2.7 Design and manufacture of tools and systems to
Instruments analyze and manipulate matter at the atomic
level
Hargreaves 6,223 1.9 Mining, importing, processing and supply of
Services coal and related products
Bellway 5,697 1.8 House building
Aveva Group 5,571 1.7 Development and marketing of engineering
computer software
Senior 5,167 1.6 Manufacture and supply of components for the
aerospace and automotive sectors
ITE Group 4,921 1.5 Organisation of trade exhibitions in Russia and
other FSU countries
Fidessa group 4,624 1.4 Development and marketing of financial trading
and connectivity software
Booker Group 4,341 1.4 Wholesale of grocery products
City of 4,321 1.3 Management of investment funds primarily
London invested in emerging markets
Investment
Group
Spirax-Sarco 4,184 1.3 Design and manufacture of steam management
Engineering systems
Alternative 4,149 1.3 Provision of mobile and fixed-line telecom
Networks solutions to business users
Yule Catto 4,142 1.3 Manufacture and supply of polymers
Elementis 3,942 1.2 Manufacture of additives that enhance the feel,
flow and finish of everyday products
Domino 3,938 1.2 Manufacture of inkjet and laser commerical
Printing printers
Sciences
Howden 3,856 1.2 Design and manufacture of kitchens sold to
Joinery Group local builders
Victrex 3,791 1.2 Manufacture and supply of PEEK thermoplastic
products
Galliford Try 3,748 1.2 House building and construction
Ashtead Group 3,660 1.1 Hire of plant, predominantly in the US
Inchcape 3,656 1.1 Distribution and retail of cars and aftermarket
services
Faroe 3,570 1.1 Exploration for oil and gas offshore UK and
Petroleum Norway
Hutchison 3,525 1.1 Development and supply of traditional Chinese
China medicines to the Chinese market
Meditech
Hyder 3,481 1.1 Provision of engineering design services
Consulting
Fenner 3,421 1.1 Manufacture and supply of conveyors, seals and
other products
Consort 3,388 1.1 Manufacture of drug delivery devices
Medical
Rathbone 3,208 1.0 Private client fund management
Brothers
Renishaw 3,178 1.0 Design and manufacture of instruments used for
calibration purposes
LSL Property 3,109 1.0 Provision of residential property services
Services
Avocet Mining 3,089 1.0 Gold exploration and production
St Modwen 3,070 1.0 Property investment and development
Properties
Workspace 3,057 1.0 Supply of flexible workspace to businesses in
Group London
Petra 3,047 1.0 Exploration and production of diamonds
Diamonds
Headlam Group 2,960 0.9 Distribution of carpets and other floor
coverings
Rotork 2,882 0.9 Design and assembly of valve actuators and
related products
Restaurant 2,856 0.9 Operation of branded restaurants
Group
UTV Media 2,742 0.9 Television and radio broadcasting
Clarkson 2,709 0.8 Shipbroking and related activities
Paypoint 2,707 0.8 Provision of payment solutions
Abcam 2,664 0.8 Production and distribution of research grade
antibodies and associated products
Gooch & 2,615 0.8 Design and manufacture of precision optical
Housego components, subsystems and instruments used to
transmit and measure light
Polar Capital 2,589 0.8 Investment management
Holdings
Blinkx 2,548 0.8 Supply of video technology and an online
catalogue to enable video clips to be viewed
Bovis Homes 2,501 0.8 House building
Group
Ricardo 2,470 0.8 Provision of engineering services
Avon Rubber 2,458 0.8 Production of safety masks and diary related
products
Xaar 2,398 0.7 Design and manufacture of industrial printheads
used in inkjet printers
Mulberry 2,304 0.7 Manufacture and retail of leather bags and
Group related products
IQE 2,303 0.7 Manufacture and supply of compound
semiconductor wafers
Cineworld 2,295 0.7 Operation of cinemas in the UK
Group
Gemfields 2,222 0.7 Mining and sale of emeralds and other coloured
precious stones
TT 2,214 0.7 Manufacture of electronic and electrical
Electronics components
50 Largest 176,315 54.9
Investments
Remaining 144,955 45.1
Investments
TOTAL 321,270 100.0
Disclosure of the Company's smaller holdings would be unlikely to add
materially to the shareholders understanding of the Company's portfolio
structure and priority investment themes, hence only the fifty largest
investments have been disclosed.
Distribution of Investments
as at 29 February 2012
Sector % of total portfolio
Oil & Gas Producers 8.7
Oil Equipment, Services & Distribution 1.3
Oil & Gas 10.0
Mining 7.9
Chemicals 4.5
Industrial Metals & Mining 0.4
Basic Materials 12.8
Support Services 8.6
Electronic & Electrical Equipment 7.8
Industrial Engineering 4.9
Aerospace & Defence 1.9
Industrial Transportation 1.7
Construction & Materials 1.2
General Industrials 0.8
Industrials 26.9
Household Goods & Home Construction 4.4
Food Producers 0.2
Consumer Goods 4.6
Pharmaceuticals & Biotechnology 4.7
Health Care Equipment & Services 3.0
Health Care 7.7
Media 5.7
General Retailers 4.7
Travel & Leisure 3.8
Food & Drug Retailers 1.9
Consumer Services 16.1
Fixed-Line Telecommunications 1.6
Mobile Telecommunications 0.2
Telecommunications 1.8
Gas, Water & Multiutilities 0.3
Utilities 0.3
Financial Services 5.9
Real Estate Investments & Services 2.8
Retail Real Estate Investment Trusts 2.1
Financials 10.8
Software & Computer Services 7.9
Technology Hardware & Equipment 1.1
Technology 9.0
-----
Total 100.0
-----
Income Statement
for the year ended 29 February 2012
Revenue Revenue Capital Capital Total Total
2012 2011 2012 2011 2012 2011
Notes £'000 £'000 £'000 £'000 £'000 £'000
Gains on
investments
held at
fair value
through
profit or
loss - - 1,039 116,488 1,039 116,488
Income from
investments
held at
fair value
through
profit or
loss 3 5,948 4,833 - - 5,948 4,833
Other
income 3 3 268 - - 3 268
Investment
management
and
performance
fees 4 (384) (334) (1,932) (1,640) (2,316) (1,974)
Other
operating
expenses 5 (372) (328) - - (372) (328)
----- ----- ----- ------- ----- -------
Net return/
(loss)
before
finance
costs and
taxation 5,195 4,439 (893) 114,848 4,302 119,287
Finance
costs (329) (330) (984) (992) (1,313) (1,322)
----- ----- ----- ------- ----- -------
Net return/
(loss) on
ordinary
activities
before
taxation 4,866 4,109 (1,877) 113,856 2,989 117,965
----- ----- ----- ------- ----- -------
Taxation on
ordinary
activities (1) (14) - - (1) (14)
----- ----- ----- ------- ----- -------
Net return/
(loss) on
ordinary
activities
after
taxation 4,865 4,095 (1,877) 113,856 2,988 117,951
===== ===== ===== ======= ===== =======
Return/
(loss) per
ordinary
share 7 10.16p 8.55p (3.92p) 237.80p 6.24p 246.35p
====== ===== ======= ======= ======= =======
The total column of this statement represents the profit or loss 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 29 February 2012
Share Capital
Share premium redemption Capital Revenue
capital account reserve reserves reserve Total
Note £'000 £'000 £'000 £'000 £'000 £'000
For the
year
ended 28
February
2011
At 28
February
2010 12,498 38,952 1,982 121,791 7,044 182,267
Return
for the
year - - - 113,856 4,095 117,951
Dividends
paid (see
(a)
below) 6 - - - - (3,016) (3,016)
------ ------ ----- ------- ----- -------
At 28
February
2011 12,498 38,952 1,982 235,647 8,123 297,202
------ ------ ----- ------- ----- -------
For the
year
ended 29
February
2012
At 28
February
2011 12,498 38,952 1,982 235,647 8,123 297,202
Return
for the
year - - - (1,877) 4,865 2,988
Dividends
paid (see
(b)
below) 6 - - - - (3,457) (3,457)
------ ------ ----- ------- ----- -------
At 29
February
2012 12,498 38,952 1,982 233,770 9,531 296,733
------ ------ ----- ------- ----- -------
(a) Final dividend of 3.60p per share and special dividend of 0.50p per share
for the year ended 28 February 2010, declared on 22 April 2010 and paid on
22 June 2010 and interim dividend of 2.20p per share for the six months ended
31 August 2010, declared on 13 October 2010 and paid on 26 November 2010.
(b) Final dividend of 4.80p per share for the year ended 28 February 2011,
declared on 14 April 2011 and paid on 21 June 2011 and interim dividend of
2.42p per share for the six months ended 31 August 2011, declared on 20 October
2011 and paid on 2 December 2011.
Balance Sheet
as at 29 February 2012
2012 2011
Notes £'000 £'000
Fixed assets
Investments held at fair value through
profit or loss 321,270 327,893
------- -------
Current assets
Debtors 2,183 1,595
------- -------
2,183 1,595
------- -------
Creditors - amounts falling due within one
year (11,871) (17,452)
------- -------
Net current liabilities (9,688) (15,857)
------- -------
Total assets less current liabilities 311,582 312,036
Creditors - amounts falling due after more
than one year (14,849) (14,834)
------- -------
Net assets 296,733 297,202
======= =======
Capital and reserves
Share capital 8 12,498 12,498
Share premium account 38,952 38,952
Capital redemption reserve 1,982 1,982
Capital reserves 233,770 235,647
Revenue reserve 9,531 8,123
------- -------
Total equity shareholders' funds 296,733 297,202
======= =======
Net asset value per ordinary share
(debenture at par value) 7 619.75p 620.73p
======= =======
Net asset value per ordinary share
(debenture at fair value) 7 615.55p 616.49p
======= =======
Cash Flow Statement
for the year ended 29 February 2012
2012 2011
Notes £'000 £'000
Net cash inflow from operating
activities 5(b) 3,617 3,430
------- -------
Servicing of finance (1,286) (1,310)
------- -------
Taxation
Income tax received/(paid) 14 (13)
Overseas withholding tax paid (5) (22)
------- -------
Total taxation 9 (35)
------- -------
Capital expenditure and financial
investment
Purchase of investments (140,086) (128,451)
Proceeds from sale of investments 147,074 121,693
------- -------
Net cash inflow/(outflow) from
capital expenditure and financial
investment 6,988 (6,758)
------- -------
Equity dividends paid (3,457) (3,016)
------- -------
Increase/(decrease) in cash in the
year 5,871 (7,689)
======= =======
Notes to the Financial Statements
1. Principal activity
The principal activity of the Company is that of an investment trust company
within the meaning of section 1158 of the Corporation Tax Act 2010.
2. Accounting policies
(a) Basis of preparation
The Company's financial statements have been prepared on a going concern basis
and on the historical cost basis of accounting, except for investments which
are managed and evaluated on a fair value basis, in accordance with the
Companies Act 2006, UK Generally Accepted Accounting Practice ("UK GAAP") and
with the Statement of Recommended Practice ("SORP") for investment trusts and
venture capital trusts issued by the Association of Investment Companies
("AIC"), revised in January 2009. The principal accounting policies adopted by
the Company are set out below. The policies have been applied consistently
throughout the year and are consistent with those applied in the preceding
year. 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 stated.
(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 company under section 833 of the Companies Act 2006,
net capital returns may not be distributed by way of dividend.
(c) Investments designated as held at fair value through profit or loss
The Company's investments are classified as held at fair value through profit
or loss in accordance with FRS 26 - 'Financial instruments: Recognition and
Measurement' and are managed and evaluated on a fair value basis in accordance
with its investment strategy.
All investments are designated upon initial recognition as held at fair value
through profit or loss. The sales of assets are recognised at the trade date of
the disposal. Proceeds will be measured at fair value, which will be regarded
as the proceeds of sale less any transaction costs.
The fair value of the financial instruments is based on their quoted bid price
or last traded price at the balance sheet date on the exchange on which the
investment is quoted, without deduction for estimated future selling costs.
Unquoted investments are valued by the Directors at fair value using
International Private Equity and Venture Capital Valuation Guidelines. This
policy applies to all current and non current asset investments of the Company.
Changes in the value of investments held at fair value through profit or loss
and gains and losses on disposal are recognised in the Income Statement as
"Gains or losses on investments held at fair value through profit or loss".
Also included within this heading are transaction costs in relation to the
purchase or sale of investments.
In order to improve the disclosure of how companies measure the fair value of
their financial investments, the disclosure requirements in FRS 29 have been
extended to include a fair value hierarchy. The fair value hierarchy consists
of the following three levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities
Level 2 - inputs other than quoted prices included within Level 1 that are
observable for the asset or liability
Level 3 - inputs for the asset or liability that are not based on observable
market data
This policy applies to non current asset investments held by the Company.
(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 treated as revenue for the year 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. Provision is
made for any dividends not expected to be received. Fixed returns on non equity
securities are recognised on a time apportionment basis. Interest income is
accounted for on an accruals basis.
Special dividends are treated as a capital receipt or revenue receipt depending
on the facts or circumstances of each particular case.
Dividends are accounted for in accordance with Financial Report 16 'Current
Taxation (FRS 16)' on the basis of income actually receivable, without
adjustment for the tax credit attaching to the dividends. Dividends from
overseas companies continue to be shown gross of withholding tax.
Where the Company has elected to receive its dividends in the form of
additional shares rather than in cash, the amount of the cash dividend foregone
is recognised in the capital column of the Income Statement.
(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;
- 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; and
- 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) Long term borrowings and finance costs
Long term borrowings are carried in the Balance Sheet at amortised cost,
representing the cumulative amount of net proceeds on issue plus accrued
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) Taxation
Deferred tax is recognised in respect of all temporary differences at the
balance sheet date, where transactions or events that result in an obligation
to pay more tax in the future or right to pay less tax in the future have
occurred at the balance sheet date. Deferred tax is measured on a
non-discounted basis, at the average tax rates that are expected to apply in
the periods in which the timing differences are expected to reverse based on
tax rates and laws that have been enacted or substantively enacted by the
balance sheet date. This is subject to deferred tax assets only being
recognised if it is considered more likely than not that there will be suitable
profits from which the future reversal of the temporary differences can be
deducted.
Where expenses are allocated between capital and revenue, any tax relief in
respect of the expenses is allocated between capital and revenue returns on the
marginal basis using the Company's effective rate of corporation tax for the
accounting period.
(i) Dividends payable
Under FRS 21 final dividends should not be accrued in the financial statements
unless they have been approved by shareholders before the balance sheet date.
Interim and special dividends should not be accrued in the financial statements
unless they have been paid.
Dividends payable to equity shareholders are recognised in the Reconciliation
of Movements in Shareholders' Funds when they have been approved by
shareholders in the case of a final dividend, or paid in the case of an interim
dividend, and have become a liability of the Company.
(j) Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash equivalents are short
term, highly liquid investments, that are readily convertible to known amounts
of cash and that are subject to an insignificant risk of changes in value.
3. Income
2012 2011
£'000 £'000
Investment income:
UK listed dividends 5,657 4,422
Property income dividends 105 99
Overseas listed dividends 186 312
----- -----
5,948 4,833
----- -----
Other income:
Deposit interest 1 -
Interest on VAT refunds - 227
Underwriting commission 2 41
----- -----
3 268
----- -----
Total 5,951 5,101
===== =====
Total income comprises:
Dividends 5,948 4,833
Other income 3 268
----- -----
5,951 5,101
===== =====
4. Investment management and performance fees
2012 2011
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment
management
fee 384 1,151 1,535 334 1,003 1,337
Performance
fee - 781 781 - 637 637
--- ----- ----- --- ----- -----
Total 384 1,932 2,316 334 1,640 1,974
=== ===== ===== === ===== =====
The investment management fee is calculated based on 0.65% in respect of the
first £50 million of the Company's total assets less current liabilities,
reducing to 0.50% thereafter. A performance fee is payable at the rate of 10%
of the annualised excess performance over the benchmark in the two previous
financial years, applied to the average of the total assets less current
liabilities of the Company. The fee is payable annually in April and is capped
at 0.25% of the average of the total assets less current liabilities of the
Company.
14.25% outperformance was generated against the Company’s benchmark for the
performance period ended 29 February 2012. The fee resulting was restricted
by the 0.25% cap and £781,000 has been accrued for the year ended 29 February
2012 (2011: £637,000).
Performance fees have been wholly allocated to capital reserves as the
performance has been predominantly generated through capital returns of the
investment portfolio.
5. Operating activities
2012 2011
£'000 £'000
(a) Other operating expenses
Auditor's remuneration:
- audit services 18 16
- non audit services* 6 6
Registrar's fee 27 28
Directors' remuneration 113 103
Other administrative costs 208 175
--- ---
372 328
=== ===
The Company's total expense ratio ("TER"), calculated
as a percentage of average net assets and using
operating expenses, excluding performance fees, finance
costs and taxation was: 0.7% 0.7%
The Company's total expense ratio ("TER"), calculated
as a percentage of average net assets and using
operating expenses, including performance fees and
excluding finance costs and taxation was: 1.0% 1.0%
==== ====
* Non audit services relate to the review of the half yearly financial
statements.
2012 2011
£'000 £'000
(b) Reconciliation of net return before finance
costs and taxation to net cash flow from operating
activities
Total return before finance costs and taxation 4,302 119,287
Add/(less): capital loss/(return) before finance
costs and taxation 893 (114,848)
----- -------
Net revenue return before finance costs and
taxation 5,195 4,439
Investment management and performance fees charged
to capital (1,932) (1,640)
(Increase)/decrease in accrued income (60) 142
Increase in creditors 414 489
----- -------
Net cash inflow from operating activities 3,617 3,430
===== =======
6. Dividends
Dividends paid or proposed
on equity 2012 2011
shares: Record date Payment date £'000 £'000
2010 final of 3.60p 14 May 2010 22 June 2010 - 1,724
2010 special of 0.50p 14 May 2010 22 June 2010 - 239
2011 interim of 2.20p 22 October 2010 26 November 2010 - 1,053
2011 final of 4.80p 13 May 2011 21 June 2011 2,298 -
2012 interim of 2.42p 28 October 2011 2 December 2011 1,159 -
----- -----
3,457 3,016
===== =====
The Directors have proposed a final dividend of 5.98p per share in respect of
the year ended 29 February 2012. The proposed final dividend will be paid,
subject to shareholders' approval, on 4 July 2012 to shareholders on the Company's
register on 1 June 2012. 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 special 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 this legislation.
2012 2011
£'000 £'000
Dividends paid or proposed on equity shares:
Interim paid of 2.42p (2011: 2.20p) 1,159 1,053
Final proposed of 5.98p* (2011: 4.80p) 2,863 2,298
----- -----
4,022 3,351
===== =====
* Based upon 47,879,792 ordinary shares (excluding treasury shares) in
issue on 26 April 2012.
7. Return per ordinary share
Revenue and capital returns per share are shown below and have been calculated
using the following:
2012 2011
Net revenue return attributable to ordinary
shareholders (£'000) 4,865 4,095
Net capital (loss)/return attributable to
ordinary shareholders (£'000) (1,877) 113,856
------- -------
Total return (£'000) 2,988 117,951
======= =======
Equity shareholders' funds (£'000) 296,733 297,202
======= =======
The weighted average number of ordinary
shares in issue during each year on which
the return per ordinary share was
calculated, was: 47,879,792 47,879,792
The actual number of ordinary shares in
issue at the end of each year on which
the net asset value was calculated, was: 47,879,792 47,879,792
========== ==========
2012 2011
Revenue Capital Total Revenue Capital Total
p p p p p p
Return per
share
Calculated
on
weighted
average
number of
shares 10.16 (3.92) 6.24 8.55 237.80 246.35
Calculated
on actual
number of
shares 10.16 (3.92) 6.24 8.55 237.80 246.35
----- ---- ------ ---- ------ ------
Net asset
value per
share
(debenture
at par
value) 619.75 620.73
----- ---- ------ ---- ------ ------
Net asset
value per
share
(debenture
at fair
value) 615.55 616.49
===== ===== ====== ==== ====== ======
8. Share capital
Ordinary Treasury Total Nominal
shares shares shares value
(nominal) (nominal) in issue £'000
Allotted,
called up
and fully
paid share
capital
comprised:
Ordinary
shares of
25p each
At 1 March
2011 47,879,792 2,113,731 49,993,523 12,498
---------- --------- ---------- ------
At 29
February
2012 47,879,792 2,113,731 49,993,523 12,498
========= ========= ========== ======
During the year no ordinary shares were purchased for cancellation or placed in
treasury (2011: nil). The number of ordinary shares in issue at the year end,
excluding treasury shares, was 47,879,792 (2011: 47,879,792).
The ordinary shares (excluding shares held in treasury) carry the right to
receive any dividends and have one voting right per ordinary share. There are
no restrictions on the voting rights of the shares or the transfer of the
shares.
9. Publication of non-statutory accounts
The financial information contained in this announcement does not constitute
statutory accounts as defined in section 435 of the Companies Act 2006.
The figures set out above have been reported upon by the auditor. The
comparative figures are extracts from the audited financial statements of
BlackRock Smaller Companies Trust plc for the year ended 28 February 2011,
which have been filed with the Registrar of Companies. The report of the
auditor for the years ended 28 February 2011 and 29 February 2012 contain no
qualification or statement under section 498(2) or (3) of the Companies Act
2006. The 2012 annual report will be filed with the Registrar of Companies
after the Annual General Meeting.
10. Annual Report
Copies of the annual report will be sent to members shortly and will be
available from The Company Secretary, BlackRock Smaller Companies Trust plc, 12
Throgmorton Avenue, London EC2N 2DL.
11. Annual General Meeting
The Annual General Meeting of the Company will be held at 12 Throgmorton
Avenue, London EC2N 2DL on 27 June 2012 at 11:30 a.m.
ENDS
The Annual Report will also be available on the BlackRock Investment Management
website at http://www.blackrock.co.uk/content/groups/uksite/documents/
literature/emea02013531.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
Mike Prentis, BlackRock Investment Management (UK) Limited
Tel: 020 7743 2312
Emma Phillips, Media & Communications, BlackRock Investment Management (UK)
Limited
Tel: 020 7743 2922
26 April 2012
12 Throgmorton Avenue
London EC2N 2DL