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
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