Preliminary Statement of Annual Results

CAPITAL GEARING TRUST P.L.C (the `Company') PRELIMINARY ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 5 APRIL 2011 FINANCIAL HIGHLIGHTS 5 April 2011 5 April 2010 % Change ------------------------------------------------------------------------------- Share Price 3,115.0p 2,630.0p +18.4 Net Asset Value per Share 2,652.8p 2,467.4p +7.5 Premium 17.4% 6.6% - Shareholders' Funds £75.6m £69.0m +9.6 Market Capitalisation £88.7m £73.5m +20.7 *Total Expense Ratio 1.4% 1.4% - #Dividend per Share: Ordinary 15.5p 15.0p +3.3 Special 3.0p 7.5p -60.0 ------------------------------------ 18.5p 22.5p -17.8 ------------------------------------------------------------------------------- * Operating expenses divided by total assets less current liabilities # If approved at the Annual General Meeting, the following timetable will be followed: payment date: 11 July 2011, record date: 3 June 2011, ex-dividend date: 1 June 2011 CHAIRMAN'S STATEMENT Overview In the year to 5 April 2011 the net asset value per share increased by 7.5% to an all time high of 2,652.8p. The stated investment objective of achieving capital growth in absolute terms has therefore once again been met. This performance has been achieved during a period when the FTSE Equity Investment Instruments Index and the FTSE All-Share Index increased by 11.4% and 5.9% respectively. The FTSE Government All Stocks Index was largely unchanged over the year. Earnings per share for the period amounted to 19.8p compared to 23.8p last year, reflecting the reduced income in the current lower interest rate environment; income generation continues to be of lesser importance for the trust relative to the principal objective of capital preservation and growth. Asset allocation continues to reflect a balance between maximising the potential for asset appreciation with that of capital preservation. As at the year end, fixed interest and index linked securities and cash represented 59.9% of total assets with a further 13.3% held in zero dividend preference shares. Dividend Last year, a total distribution of 22.5p was paid. This was made up of 15.0p plus a special dividend of 7.5p. At this year's Annual General Meeting (`AGM'), and subject to shareholder approval, the Board will recommend a total distribution of 18.5p made up of 15.5p plus a special dividend of 3.0p. The special dividend continues to reflect the relatively high exposure to bonds that might at some stage be switched into lower yielding growth investments. Continuation of the Company As stated in previous reports, the Board remains committed to offering shareholders the periodic opportunity to realise their investment in the Company. This commitment was last honoured in November 2008 by way of a sale and purchase facility and it is the Board's current intention to next offer shareholders a similar opportunity to realise their investment in 2015. Annual General Meeting This year's AGM will be held at the London offices of Smith & Williamson Investment Management Limited on Tuesday 5 July 2011 at 11.00 a.m. The Notice convening the forty eighth AGM of the Company is set out in the Annual Report and I and the rest of the Board look forward to meeting you then. As in previous years, after the formal business of the meeting has concluded, our investment manager will be making a short presentation on the outlook for markets and the Company's investments. Issuance and Repurchase of Shares The Board continues to operate an informal discount/premium control mechanism whereby major market supply and demand imbalances are satisfied by either the issuance of shares at a premium to net asset value or buying back shares at a discount. At the last AGM, shareholders approved the necessary resolutions to enable these policies to be renewed and similar resolutions will again be put forward at this year's AGM. As disclosed in our Half-Year Report, 40,000 Ordinary Shares were issued at a price of £28.25 (representing a 14.7% premium to the prevailing net asset value) on 6 August 2010. On 18 March 2011, a further 13,000 Ordinary Shares were issued at a price of £30.05 (representing a 14.3% premium to the prevailing net asset value). The Board This year Mr R P A Spiller, Mr E G Meek and I will retire at the AGM and offer ourselves for re-election in accordance with the Company's articles of association and with the guidelines for good practice set out in the AIC Code of Corporate Governance and the Combined Code. Further details in respect of each Director's retirement, evaluation and re-election can be found in the Annual Report. Regulatory Changes Shareholders who have been following updates provided by the Association of Investment Companies (`AIC') will be aware that the Alternative Investment Fund Managers (`AIFM') Directive has now been approved by the European Parliament and the final text of the Directive agreed. Under the current timetable, it appears that the final rules will be applied to AIC members in 2013. Before then, however, the detail of how the rules will apply and how they will be transposed into the UK's own rulebook will need to be agreed and consultations in this regard will continue throughout 2011. Given the threats to the investment company structure created by earlier drafts of the Directive, the AIC believes that the final version is a far more positive outcome for its members than might have been expected. The Board would like to thank the AIC for its continuing efforts to achieve the best outcome for its members and investment company stakeholders. One event that could have a positive impact on the investment company industry in general is the implementation of the Financial Services Authority's Retail Distribution Review (`RDR'). Post 2012, in order to continue to practise, all retail financial advisers will be required to have obtained a high level professional qualification. Exam syllabuses will include content on investment trusts and other closed ended funds. As investment companies are designated retail investment products, independent advisors will be required to consider investment trusts and other closed ended funds alongside Open Ended Investment Companies and unit trusts which are more commonly used at present. Thus, RDR presents an opportunity for the industry to increase both the professional advisor's awareness of and appetite for closed ended funds as an attractive and cost effective investment option. Moreover, to the extent that it is our policy to invest actively in closed ended funds, a healthy and growing closed ended investment company sector would undoubtedly be in our shareholders' best interests. Although the AIFM Directive and RDR represent the major regulatory changes currently impacting the Company, European regulators are becoming increasingly interventionist as the reaction to the financial crisis continues. Accordingly, it is likely that further changes to regulation and governance will impact on the activities of the Company in the years to come. Your Board will, as it has done previously, continue to monitor these changes and seek to minimise their impact on administrative costs, whilst embracing those changes to governance practice that are of value to the Company. Outlook Policy responses to the aftermath of the liquidity crunch and subsequent banking crisis of 2008/9 continue to influence the direction of financial markets. The unusual and unsustainable occurrence of a prolonged period of abnormally low interest rates and rising inflation appear to be the key drivers. Even unrest in the Middle East, the Japanese Tsunami and mounting debt problems in southern European countries have for the moment anyway failed to interrupt the general upward trend in equity prices and bubble like conditions in the commodity markets. In spite of many economic and geopolitical uncertainties, our investment manager's defensive but pragmatic investment approach has, for the past twenty six years, produced an enviable and consistent record of positive returns for shareholders. In the context of our investment objective we believe we are well positioned to continue to produce satisfactory long term returns for shareholders. Mr T R Pattison 24 May 2011 INVESTMENT MANAGER'S REPORT Review As reported by the Chairman, the NAV increased by 7.5% over the year, consistent with the trust's absolute return investment objective. The FTSE All-Share increased by 5.9%, albeit with some marked volatility within the period. The pivotal event was the announcement of more quantitative easing (QE2), which reversed the first half slide in the equity and commodity prices and fuelled a dramatic second half rally. The bond markets reacted in a diametrically opposite fashion, with a strong first half of the year followed by a steepening of curve in the second half. The largest weighting within the portfolio was to index linked bonds. These have been steady performers as the inflationary impact of excessively loose monetary policy has become apparent. However, the Sterling measured gains on the US Treasury Index Linked Securities (TIPS) were impacted by the Dollar's fall to its lowest trade weighted levels since the termination of the gold standard. The German and Swiss nominal bonds performed strongly in the first half, allowing for some profit taking with the proceeds reinvested into Swedish index linked. In the second half most of the gains were lost with yields rising to similar levels to the start of the year. However, the key attraction of long dated Bunds was very evident throughout the year; their strong negative correlation with equity prices. This feature, combining the "free option" of a deflation hedge and the potential for a currency gain means that Bunds will continue to have a central place in the portfolio. The equity portfolio performed well, ahead of the broader market and the FTSE Equity Investment Instruments Index (the old Investment Trust Index). Additions were made in private equity and hedge fund holdings, including Candover, Private Equity Investor and Tapestry, all of which are in liquidation and were acquired at good discounts. Profits were taken in trusts which had been re-rated (Blackrock Smallers, Aberdeen Asian Smallers and World Trust), and realisations occurred on the liquidation of Advance UK, Active Capital, Ceres and Aberdeen Development Capital. Gold performed well in the year, and we have modestly added to our position. The zero dividend preference share allocations were also increased, with pockets offering significantly better value than the fixed income markets. The portfolio ends the year with a similar allocation to the start; defensively positioned with a primary focus on capital preservation. The unprecedented liquidity injection from quantitative easing is unsustainable and its dramatic effect on asset prices is likely to reverse when the tap is finally turned off. Quite how this process will impact the capital markets is very uncertain. Outlook Equity markets have held on to recent strength, but little progress has been made in resolving the imbalances that threaten financial stability around the world. There have been some improvements; the trade surplus in China disappeared in the first quarter of 2011 and the UK has begun to implement its austerity programme with less protest than might have been expected. Inflation, though, has accelerated as higher food, energy and commodity prices compound the pressures from overheating in emerging economies and the internal inconsistencies of the Eurozone are more and more apparent. Most importantly of all, aggregate levels of debt remain unsustainable, even with a greater proportion being shifted to governments. Those debt ratios can be improved only by an extended period of high national savings or restructuring of the debt (aka default) or growing the denominator, nominal GDP, by accelerated inflation. In the Anglo-Saxon countries, the last seems to be the implicit choice. In the UK, short real interest rates are between 3.5% and 4.8% negative, depending on the choice of inflation index. Yet monetary policy tightening is now not expected until the autumn and the forecast implicit in the index linked gilt curve of interest rates remaining below inflation for the next two years seems credible. Indeed, monetary policy is probably required to be accommodative as an offset to the austerity of the fiscal policy; the alternative might be a double dip recession. So far, inflation pressures have been supply led; oil, food and metal prices; rising taxes; reduced subsidies, e.g. train fares and university fees; and rising prices of goods imported from the emerging economies. Demand pull is not strong, as suggested by the tepid growth of M3. Narrow money, though, is growing strongly and it is a matter of time before velocity increases and that strength shows up in the broad money. That story is mirrored in the US, with the difference being that fiscal policy is unsustainably loose, yet there is as yet no plan to bring the deficits under control. QE2 is still in place. Unsurprisingly, the US Dollar has been weak; on a PPP basis it is now 15% cheaper against Sterling, but TIPS look good value in an uncertain world. In currency markets, the country with the best value is Germany. That value will not be realised, of course, until Germany and the PIIGS do not share a currency; however, the strain of maintaining the current structure looks too strong to bear over the medium term. Northern politics and Southern austerity fatigue will likely combine to force a restructuring of the Euro. The timing is clearly unknown but such a move would give a good boost to our Bund holdings. In the event that the Euro does hold together, the outlook for the coming decade may resemble the last 20 years in Japan; low nominal growth and low interest rates. With corporate profits around the world boosted by the huge stimulus to the American and Chinese economies, equity valuations look fair on a short term basis, but remain rich compared to cyclically adjusted p/e ratios and Tobin's `q', the ratio of prices to book value. That high valuation at a time of macro uncertainty suggests that risk in the equity markets is high. The allocation to equities, including venture capital, funds of hedge funds and real estate, is therefore kept to around a quarter of the portfolio. Opportunities in investment trusts continue to be good and there is every reason to be confident that the equity portfolio will outperform the underlying asset classes. Mr R P A Spiller 24 May 2011 BUSINESS REVIEW AND PRINCIPAL RISKS The Business Review has been prepared in accordance with the requirements of Section 417 of the Companies Act 2006. A review of the year's activities and an indication of future policy are given in the Chairman's Statement and Investment Manager's Report. The principal risks and uncertainties facing the Company are detailed below and in the notes to the financial statements. The very nature of forward looking statements involves uncertainty as events beyond the control of the Company may affect actual results. Performance and results may therefore differ from the plans and objectives of the Company; neither the Directors, nor the Company take responsibility for matters outside of its control. Investment Objective The investment objective and policy are monitored to ensure continued investor interest and for consideration of continuation of the Company in its present form. Investment performance is monitored and the Investment Manager presents a report to each Board meeting for consideration and discussion. Premium/Discount Level The Board regularly reviews the level of premium/discount and, in the event of prolonged trading at a discount, consideration is given to enhancement strategies for the share price. The Board operates an informal discount control mechanism and will buy in shares as and when necessary to manage the discount at an appropriate level. Stock Price Uncertainty of future stock prices presents a risk in relation to potential losses on market positions held. The Board, with the Investment Manager, considers asset allocation on a regular basis to minimise potential risks where possible. Shareholder Register The Board reviews all large transactions and periodically considers a full shareholder analysis. In the event of activist shareholders being attracted onto the Register, the Board would be able to consider quickly whether any action was required. Other Risks Risks associated with the Company's financial instruments include market price, interest rate, foreign currency and credit; information relating to such risks is given in note 10. Other risks are identified and managed by the Company's internal control system, which is summarised in the Annual Report. Social, Community and Environmental Matters The Company does not have any employees. The Company invests primarily in closed ended and other collective investment vehicles with the objective of achieving capital growth. The Board is of the opinion that the underlying investee companies have policies to act with due regard to community, welfare and environmental factors and do not therefore intervene in these areas. Political and Charitable Contributions No contributions were made during the year for political or charitable purposes (2010: nil). Key Performance Indicators ('KPIs') The Board monitors numerous KPI indices and ratios for the purpose of assessing and reporting investment performance. The Chairman, in his statement, has summarised performance of the Company's net asset value (`NAV') per share for the year to 5 April 2011 and has compared this year's capital growth (in absolute terms) against the FTSE Equity Investment Instruments Index, the FTSE All-Share Index and the FTSE Government All Stocks Index. He also describes the earnings per share and dividends paid for the year. A graph showing the Company's NAV per share compared with the FTSE Equity Investment Instruments Index over the period from 1982 is shown in the Annual Report. A comparison of the Company's share price total return over the last five years, compared with the FTSE Equity Investment Instruments Index which reflects the performance of similar companies, is also shown in the Annual Report. In addition, the Board monitors the following additional KPIs: * Share price premium/discount to NAV, an important measure of demand for the Company's shares and a key indicator of the need for shares to be bought back (if discount to NAV is high) or issued (if share price is at a premium to NAV). At the start of the year under review the premium to NAV was 6.6% compared with 17.4% at the year end. * Total expense ratio, which enables the Board to measure the control of costs and help in meeting the dividend payment objective. The ratio of operating expenses to net assets was 1.4% for the year to 5 April 2011 (2010: 1.4%). STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the net return of the Company for that period. In preparing these financial statements, the Directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The financial statements are published on the Company's website, www.capitalgearingtrust.com, which is a website maintained by TMF Corporate Secretarial Services Limited. The Directors are responsible for the maintenance and integrity of the Company's corporate website and financial information included within the website. The work carried out by the Auditors does not involve consideration of these matters and, accordingly, the Auditors accept no responsibility for changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, whose names are listed in the Annual Report confirm that, to the best of their knowledge: * the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company; and * the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. For and on Behalf of the Board Mr T R Pattison Chairman 24 May 2011 PORTFOLIO ANALYSIS Distribution of Investment Funds of £74,591,000 (2010: £68,309,000) 2011 2010 UK North Europe Elsewhere Total Total America % % % % % % ------------------------------------------------------------------------------- Investment Trust Assets: Ordinary shares 11.3 3.0 4.9 7.6 26.8 19.8 Endowment funds - - - - - 0.3 Zero dividend preference 13.3 - - - 13.3 12.2 shares Other Assets: Index linked 9.7 17.4 6.0 - 33.1 33.4 Fixed interest 2.7 - 21.2 - 23.9 26.5 Floating interest - - - - - 0.7 Cash 2.9 - - - 2.9 7.1 ------------------------------------------------------------------------------- 39.9 20.4 32.1 7.6 100.0 100.0 =============================================================================== INCOME STATEMENT for the year ended 5 April 2011 2011 2010 Note Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Net gains on - 5,781 5,781 - 9,566 9,566 investments Exchange (losses)/ - (247) (247) - 299 299 gains Investment income 2 1,249 - 1,249 1,317 - 1,317 ------------------------------------------------------------------------------- Gross return 1,249 5,534 6,783 1,317 9,865 11,182 Investment management 3 (186) (434) (620) (165) (384) (549) fee Transaction costs - (53) (53) - (70) (70) Other expenses (356) - (356) (315) - (315) ------------------------------------------------------------------------------- Net return on 707 5,047 5,754 837 9,411 10,248 ordinary activities before tax Tax on ordinary 5 (148) 91 (57) (171) 6 (75) activities ------------------------------------------------------------------------------- Net return 559 5,138 5,697 666 9,507 10,173 attributable to equity shareholders =============================================================================== Return per Ordinary 7 19.81p 182.06p 201.87p 23.83p 340.15p 363.98p Share =============================================================================== The total column of this statement is the Income Statement of the Company. The revenue return and capital return columns are supplementary to this and are prepared under guidance issued by the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 5 April 2011 2011 2010 £'000 £'000 --------------------------------------------------------------- Net return attributable to equity 5,697 10,173 shareholders --------------------------------------------------------------- Total gains and losses recognised for the 5,697 10,173 year =============================================================== RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 5 April 2011 Called Share Capital Capital Capital Revenue Total up premium redemption reserve reserve reserve share account reserve arising on arising on capital investments investments held sold Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 ----------------------------------------------------------------------------------- Balance at 6 699 8,114 16 3,247 45,614 1,714 59,404 April 2009 Exchange - - - 214 85 - 299 gains on investments Net gains on - - - - 6,063 - 6,063 realisation of investments Net increase - - - 3,503 - - 3,503 in unrealised appreciation Transfer on - - - 3,044 (3,044) - - disposal of investments Transaction - - - (57) (13) - (70) costs Costs 3 - - - - (384) - (384) charged to capital Tax on costs 5 - - - - 96 - 96 charged to capital Net revenue - - - - - 666 666 for the year ----------------------------------------------------------------------------------- Total 699 8,114 16 9,951 48,417 2,380 69,577 ----------------------------------------------------------------------------------- Dividends 6 - - - - - (615) (615) ----------------------------------------------------------------------------------- Balance at 5 699 8,114 16 9,951 48,417 1,765 68,962 April 2010 =================================================================================== Balance at 6 699 8,114 16 9,951 48,417 1,765 68,962 April 2010 Shares 8 13 1,507 - - - - 1,520 issues Exchange - - - (255) 8 - (247) (losses)/ gains on investments Net gains on - - - - 1,938 - 1,938 realisation of investments Net increase - - - 3,843 - - 3,843 in unrealised appreciation Transfer on - - - (2,810) 2,810 - - disposal of investments Transaction - - - (43) (10) - (53) costs Costs 3 - - - - (434) - (434) charged to capital Tax on costs 5 - - - - 91 - 91charged to capital Net revenue - - - - - 559 559 for the year ----------------------------------------------------------------------------------- Total 712 9,621 16 10,686 52,820 2,324 76,179 ----------------------------------------------------------------------------------- Dividends 6 - - - - - (629) (629) ----------------------------------------------------------------------------------- Balance at 5 712 9,621 16 10,686 52,820 1,695 75,550 April 2011 =================================================================================== BALANCE SHEET at 5 April 2011 Note 2011 2010 £'000 £'000 ------------------------------------------------------------------------------ Fixed assets Investments: Listed investments 72,440 63,462 ------------------------------------------------------------------------------ Current assets Debtors 2,571 5,322 Cash at bank 759 402 ------------------------------------------------------------------------------ 3,330 5,724 Creditors: amounts falling due within one (220) (224) year ------------------------------------------------------------------------------ Net current assets 3,110 5,500 ------------------------------------------------------------------------------ Net assets 75,550 68,962 ============================================================================== Capital and reserves Called up share capital 8 712 699 Share premium account 9,621 8,114 Capital redemption reserve 16 16 Capital reserve arising on investments held 10,686 9,951 Capital reserve arising on investments sold 52,820 48,417 Revenue reserve 1,695 1,765 ------------------------------------------------------------------------------ Total equity shareholders' funds 75,550 68,962 ============================================================================== Net asset value per Ordinary Share 9 2,652.8p 2,467.4p ============================================================================== Approved by the Board on 24 May 2011 Mr T R Pattison Chairman CASH FLOW STATEMENT for the year ended 5 April 2011 Note 2011 2010 £'000 £'000 ------------------------------------------------------------------------------- Net cash inflow from operating activities 323 422 ------------------------------------------------------------------------------- Taxation Foreign tax paid on investment income (56) (64) Corporation tax paid - (78) ------------------------------------------------------------------------------- (56) (142) ------------------------------------------------------------------------------- Capital expenditure and financial investment Payments to acquire investments (21,207) (15,093) Receipts from sale of investments 17,710 18,976 ------------------------------------------------------------------------------- (3,497) 3,883 ------------------------------------------------------------------------------- Equity dividends paid 6 (629) (615) ------------------------------------------------------------------------------- Management of liquid resources Change in cash held by the custodian awaiting 2,696 (3,780) investment ------------------------------------------------------------------------------- Financing Issue of ordinary share capital 8 1,520 - ------------------------------------------------------------------------------- Increase/(decrease) in cash 357 (232) =============================================================================== NOTES TO THE FINANCIAL STATEMENTS 5 April 2011 1 Accounting policies The financial statements have been prepared on a going concern basis in accordance with the Companies Act 2006 and under the historical cost basis of accounting, modified to include revaluation of investments at fair value. The financial statements have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice (`SORP') issued by the Association of Investment Companies in January 2009. All of the Company's operations are of a continuing nature. 2 Investment income 2011 2010 £'000 £'000 -------------------------------------------------------------------- Income from investments: Income from UK bonds 184 271 Income from UK equity and non-equity 193 275 investments Interest from overseas bonds 870 767 -------------------------------------------------------------------- 1,247 1,313 Deposit interest 2 4 -------------------------------------------------------------------- Total income 1,249 1,317 ==================================================================== 2011 2010 £'000 £'000 -------------------------------------------------------------------- Total income comprises: Dividends 193 275 Interest 1,056 1,042 -------------------------------------------------------------------- 1,249 1,317 ==================================================================== 2011 2010 £'000 £'000 -------------------------------------------------------------------- Income from investments comprises: Listed in the UK 377 546 Listed overseas 870 767 -------------------------------------------------------------------- 1,247 1,313 ==================================================================== 3 Investment management fee 2011 2010 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 -------------------------------------------------------------------------------- Investment management fee 186 434 620 165 384 549 ================================================================================ The Company's Investment Manager CG Asset Management Limited received an annual management fee equal to 0.85% of the gross assets of the Company. At 5 April 2011 £158,714 (2010: £144,195) was payable. 4 Directors' fees 2011 2010 Total Total £'000 £'000 -------------------------------------------------------------- The fees payable to the Directors were as follows: Mr T R Pattison 22 20 Mr G A Prescott 17 3 Mr R P A Spiller 15 13 Mr E G Meek 15 13 Mr J C Morton 9 15 -------------------------------------------------------------- 78 64 ============================================================== Mr R P A Spiller's fees are paid directly to his employer. The Company made no pension contributions (2010: £nil) in respect of Directors and no pension benefits are accruing to any Director (2010: £nil). Mr R P A Spiller received remuneration totalling £59,000 (2010: £55,000) from CG Asset Management Limited in respect of services provided by that company to Capital Gearing Trust p.l.c. Details of transactions with CG Asset Management Limited, of which Mr R P A Spiller is a director, are disclosed in note 3. There were no other transactions with Directors during the year. 5 Tax on ordinary activities 2011 2010 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 -------------------------------------------------------------------------------- Current tax: Corporation tax (91) 91 - (141) 96 (45) Foreign tax (56) - (56) (18) - (18) -------------------------------------------------------------------------------- Adjustment in respect of prior year: Foreign tax (1) - (1) (12) - (12) -------------------------------------------------------------------------------- Total current tax (148) 91 (57) (171) 96 (75) ================================================================================ The current tax charge is reconciled to the standard rate of Corporation Tax of 20.95% (2010: 28%) by the following factors: 2011 2010 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------- Return on ordinary 707 5,047 5,754 837 9,411 10,248 activities before taxation Return on ordinary 148 1,060 1,208 234 2,635 2,869 activities at the standard rate of UK Corporation Tax UK franked dividends* (40) - (40) (77) - (77) Capital returns* - (1,151) (1,151) - (2,742) (2,742) Adjustment for reduced - - - (16) 11 (5) rate of tax Foreign tax 56 - 56 18 - 18 Double tax relief (17) - (17) - - - ------------------------------------------------------------------------------- Under provision in prior 1 - 1 12 - 12 year ------------------------------------------------------------------------------- Current tax charge for the 148 (91) 57 171 (96) 75 year =============================================================================== * these items are not subject to Corporation Tax within an investment trust company. No deferred tax liability has been recognised on unrealised gains on investments as it is anticipated the Company will retain investment company status in the foreseeable future. The standard rate for small companies of Corporation Tax in the UK changed from 21% to 20% with effect from 1 April 2011. Accordingly, the Company's profits for this accounting period are taxed at the effective rate of 20.95% and will be taxed at 20% in the future. 6 Dividends 2011 2010 £'000 £'000 ------------------------------------------------------------------------------- Ordinary Shares 2010 dividend paid 12 July 2010 (22.5p per share) 629 - 2009 dividend paid 13 July 2009 (22.0p per share) - 615 =============================================================================== The Directors have recommended to shareholders a final dividend of 18.5 pence per share for the year ended 5 April 2011. If approved, this dividend will be paid to shareholders on 11 July 2011. This dividend is subject to approval by shareholders at the Annual General Meeting and, therefore, in accordance with FRS 21, it has not been included as a liability in these financial statements. The total estimated dividend to be paid is £527,000. 2011 2010 £'000 £'000 ------------------------------------------------------------------------------- Revenue available for distribution by way of dividend for the 559 666 year Proposed final dividend of 18.5p for the year ended 5 April 2011 (527) (629) ------------------------------------------------------------------------------- Undistributed revenue for purposes of Chapter 4 of Part 24 of the 32 37 Corporation Tax Act 2010* =============================================================================== * Undistributed revenue comprises approximately 2.6% (2010: 2.8%) of income from investments of £1,247,000 (2010: £1,313,000). 7 Return per Ordinary Share The return per Ordinary Share of 201.87p (2010: 363.98p) is based on the total net return after taxation for the financial year of £5,697,000 (2010: £ 10,173,000) and on 2,822,213 (2010: 2,794,906) Ordinary Shares, being the weighted average number of Ordinary Shares in issue in each year. Revenue return per Ordinary Share of 19.81p (2010: 23.83p) is based on the net revenue return on ordinary activities after taxation of £559,000 (2010: £ 666,000) and on 2,822,213 (2010: 2,794,906) Ordinary Shares, being the weighted average number of Ordinary Shares in issue in each year. Capital return per Ordinary Share of 182.06p (2010: 340.15p) is based on the net capital return for the financial year of £5,138,000 (2010: £9,507,000) and on 2,822,213 (2010: 2,794,906) Ordinary Shares, being the weighted average number of Ordinary Shares in issue in each year. The company does not have dilutive securities. Therefore, the basic and diluted returns per share are the same. 8 Called up share capital 2011 2010 £'000 £'000 ------------------------------------------------------------------------------- Allotted and fully paid At the beginning of the year: 2,794,906 Ordinary Shares 699 699 (2010: 2,794,906) Allotted during the year: 53,000 Ordinary Shares (2010: nil) 13 - ------------------------------------------------------------------------------- At the end of the year: 2,847,906 Ordinary Shares (2010: 712 699 2,794,906) =============================================================================== The Company allotted 53,000 Ordinary Shares of 25p each in the period for a consideration of £1,520,000 (2010: nil). 9 Net asset value per share The net asset value per share and the net asset value attributable to each class of share at the year end calculated in accordance with the Articles of Association were as follows: Net asset value per share attributable to 2011 2010 ----------------------------------------------------------------------- Ordinary Shares (basic) 2,652.8p 2,467.4p ======================================================================= Net asset value attributable to 2011 2010 £'000 £'000 ----------------------------------------------------------------------- Ordinary Shares (basic) 75,550 68,962 ======================================================================= The movements during the year in the assets attributable to the Ordinary Shares were as follows: Assets attributable to Ordinary Shares £'000 ----------------------------------------------------------------------- Total net assets attributable at 6 April 2010 68,962 Issued share capital 1,520 Total recognised gains for the year 5,697 Dividends appropriated in the year (629) ----------------------------------------------------------------------- Total net assets attributable at 5 April 2011 75,550 ======================================================================= Net asset value per Ordinary Share is based on the net assets, as shown above, and on 2,847,906 (2010: 2,794,906) Ordinary Shares, being the number of Ordinary Shares in issue at the year end. 10 Financial instruments The Company's financial instruments comprise: * Investment trust ordinary shares, investment trust capital shares, investment trust zero dividend preference shares, commodity funds and real estate, and fixed and index linked securities that are held in accordance with the Company's investment objective; * Cash and liquid resources that arise directly from the Company's operations; and * Debtors and creditors. The main risks arising from the Company's financial instruments are market price risk, interest rate risk, foreign currency risk and credit risk. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. Other debtors and creditors do not carry any interest and are short term in nature and accordingly are stated at their nominal value. Market price risk Market price risk arises mainly from uncertainty about the future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Company invests in the shares of other investment companies. These companies may use borrowings or other means to gear their balance sheets which may result in returns that are more volatile than the markets in which they invest, and the market value of investment company shares may not reflect their underlying assets. To mitigate these risks the Board's investment strategy is to select investments for their fundamental value. Stock selection is therefore based on disciplined financial, market and sector analysis, with the emphasis on long term investments. An appropriate spread of investments is held in the portfolio in order to reduce both the systemic risk and the risk arising from factors specific to a country or sector. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to consider investment strategy. A list of the main investments held by the Company is shown in the Annual Report. All investments are stated at bid value, which in the Directors' opinion is equal to fair value. Interest rate risk Bond and preference share yields, and as a consequence their prices, are determined by market perception as to the appropriate level of yields given the economic background. Key determinants include economic growth prospects, inflation, the Government's fiscal position, short term interest rates and international market comparisons. The Investment Manager takes all these factors into account when making any investment decisions as well as considering the financial standing of the potential investee company. Returns from bonds and preference shares are fixed at the time of purchase, as the fixed coupon payments are known, as are the final redemption proceeds. This means that if a bond is held until its redemption date, the total return achieved is unaltered from its purchase date. However, over the life of a bond the market price at any given time will depend on the market environment at that time. Therefore, a bond sold before its redemption date is likely to have a different price to its purchase level and a profit or loss may be incurred. Foreign currency risk The Company's investments in foreign currency securities are subject to the risk of currency fluctuations. The Investment Manager monitors current and forward exchange rate movements in order to mitigate this risk. Liquidity risk Liquidity risk is not considered to be significant as the Company has no bank loans or other borrowings. All liabilities are payable within 3 months. Credit risk In addition to interest rate risk, the Company's investment in bonds, the majority of which are government bonds, is also exposed to credit risk which reflects the ability of a borrower to meet its obligations. Generally, the higher the quality of the issue, the lower the interest rate at which the issuer can borrow money. Issuers of a lower quality will tend to have to pay more to borrow money to compensate the lender for the extra risk taken. Investment transactions are carried out with a number of brokers whose credit standing is reviewed periodically by the Investment Manager. The Investment Manager assesses the risk associated with these investments by prior financial analysis of the issuing companies as part of his normal scrutiny of existing and prospective investments and reports regularly to the Board. Cash is held with a reputable bank with a high quality external credit rating. A further credit risk is the failure of a counterparty to a transaction to discharge its obligations under that transaction which could result in a loss to the Company. Capital management policies and procedures The Company's capital management objectives are: * to ensure that it will be able to continue as a going concern; and * to maximise the income and capital return to its equity. The Company's capital at 5 April 2011 of £75,550,000 (2010: £68,962,000) comprises its equity share capital and reserves. The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes: * the planned level of gearing, which takes into account the Investment Manager's views on the market; * the need to buy back equity shares; * the need for new issues of equity shares; and * the extent to which revenue in excess of that which is required to be distributed should be retained. The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period. The Company is subject to several externally imposed capital requirements: * as a public company, the Company must have a minimum share capital of £ 50,000; and * in order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by company law. These requirements are unchanged since last year, and the Company has complied with them. 11 Related party transactions Related party transactions with Mr R P A Spiller, a Director of the Company, are disclosed in notes 3 and 4. There were no other related party transactions. The financial information set out above does not constitute the Company's statutory accounts for the years ended 5 April 2011 or 2010. The financial information for the year ended 5 April 2010 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The Auditors reported on those accounts and their report was unqualified and did not contain a statement either under Section 498(2) or Section 498(3) of the Companies Act 2006. The financial information for the year ended 5 April 2011 has been prepared using the same accounting policies as adopted in the Company's statutory accounts for the year ended 5 April 2010. The statutory accounts for the year ended 5 April 2011 will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Copies of the Company's Annual Report for the year ended 5 April 2011 will be sent to shareholders in June 2011 and will be available on the Company's website www.capitalgearingtrust.com and on request from the Company Secretary - TMF Nominees Limited, 400 Capability Green, Luton LU1 3AE, Telephone: 01582 439200; E-mail: company.secretary@capitalgearingtrust.com. Disclaimer: Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement. For queries, please contact: Tony Pattison, Chairman Tel. 020 7776 9888 George Prescott, Chairman of the Audit Committee Tel. 07802 263038 TMF Corporate Secretarial Services Limited company.secretary@capitalgearingtrust.com Tel. 01582 439276
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