Final Results
EP GLOBAL OPPORTUNITIES TRUST PLC
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2008
The full Annual Report and Accounts can be accessed via the Company's website
at www.epgot.com or by contacting the Company Secretary on telephone 0131 270
3800.
HIGHLIGHTS
â— The Company's net asset value per ordinary share decreased by 15.1 per cent
to 150.4p.
â— Share price decreased by 17.2 per cent to 132.5p, ending the year at a
discount to net asset value of 11.9 per cent, compared to 9.7 per cent at the
end of 2007.
â— The Board is recommending a 35 per cent increase in the dividend to 3.1p per
ordinary share, payable on 18 May 2009. The ex-dividend date will be 15 April
2009 and the record date will be 17 April 2009.
â— During the year the Board exercised its powers to buy back 1,734,000 shares
to hold in treasury. As at 31 December 2008 the Company held 3,174,000 ordinary
shares in treasury resulting in the total number of shares in circulation being
30,824,180.
â— 2008 was the most challenging year for the Company since its launch five
years ago. Our Investment Manager correctly took a cautious view of equity
markets at the start of the year, when we held 13.4 per cent of Shareholders'
funds in cash and short-term government bonds. By mid-year, this had been
increased to 19.4 per cent. The portfolio was also positioned relatively
defensively with an emphasis on shares in healthcare and telecommunication
companies. We avoided those areas that had become highly fashionable during
2007, in particular commodity shares and the emerging markets in Asia and
elsewhere. The good relative performance compared to the major stock market
indices was a result of this strategy.
â— Despite the gloom around at the end of 2008 we find ourselves becoming more
positive on the outlook for equities. By the year end, our cash reserves had
been reduced to 5 per cent of Shareholders' funds and we expect to be moving
away from our defensively orientated portfolio as 2009 unfolds.
â— The Annual General Meeting of the Company will be held on 30 April 2009.
The Directors announce the annual results for the year from 1 January 2008 to
31 December 2008, which were approved by the Directors on 26 February 2009, as
follows:-
CHAIRMAN'S STATEMENT
Results
2008 was the most challenging year for your Company since its launch five years
ago. It is the first year that the net asset value per share has declined. At
the end of the year, the net asset value was 150.4p, a fall of 15.1 per cent
from the value at the end of 2007. This is an uncomfortable message for any
Chairman to have to give to Shareholders. However, I cannot but feel some
relief that the result was not much worse. Indeed, I am grateful that our
Investment Manager avoided many of the pitfalls that were so plentiful in 2008.
It was a torrid year for equity investors, with the FTSE All-World Index
declining by 21.7 per cent, in sterling terms, and the UK FTSE All-Share Index
dropping by 32.8 per cent. Moreover, world equity markets were exceptionally
volatile with frequent two or three per cent moves in the major stock market
indices in a day and occasionally even greater moves.
The share price closed the year at 132.5p, 17.2 per cent below the price at the
end of 2007. The slightly greater decline in the share price than in the net
asset value per share is a result of the discount to the net asset value
widening to 11.9 per cent. During the year we bought in 1,734,000 shares and
these are held in treasury. We regard the level of discount as unsatisfactory
and, when appropriate, will continue to buy in shares at a discount to the net
asset value per share.
Stock market performance
At the beginning of the year, the main themes in financial markets revolved
around inflation, with energy and grain prices rising rapidly. This was despite
the development of the sub-prime mortgage crisis in the United States and the
collapse of Northern Rock in the UK. What a difference a few months can make.
2008 witnessed a rapid change in perception, from worries about inflation to
concerns about recession and even fears of a depression. The financial crisis
evolved from the banking sector to the entire world economy. Western
governments were forced to construct rescue packages for many of the major
banks, house prices dropped sharply and commodity prices collapsed. As a
consequence, bank, property and construction shares suffered badly, as did
shares in those sectors that had performed best in 2007, such as mining and
emerging markets.
While a setback in equity prices did not come as a surprise, the speed and
magnitude of the setback was more dramatic than even the most negative
commentators were expecting. Stock markets were under pressure in the first
half of the year but in the second half panic set in. Massive reflationary
measures were introduced both in the UK and overseas as governments tried to
halt the financial panic and limit the damage done to the economy. There was a
real fear that the financial system would collapse under the weight of debt in
the system.
The increased volatility in financial markets also began to affect the currency
markets. Sterling came under pressure as the Bank of England aggressively cut
interest rates. It was down 41 per cent against the yen over the year, 28 per
cent versus the US dollar and 24 per cent against the euro. For UK investors,
the degree of the decline in overseas share prices in 2008 was masked by the
fall in the value of the pound. The S&P Composite Index in the United States
fell 38.5 per cent but was down only 14.8 per cent when adjusted into sterling
and the FTSE AW Europe ex UK Index fell 45.7 per cent in euros but was down
28.6 per cent in sterling terms.
Investment performance
Our Investment Manager correctly took a cautious view of equity markets at the
start of the year, when we held 13.4 per cent of Shareholders' funds in cash
and short-term government bonds. By mid-year, this had been increased to 19.4
per cent. The portfolio was also positioned relatively defensively with an
emphasis on shares in healthcare and telecommunication companies. Both are
sectors where valuations were not stretched and where profits are perceived to
be less vulnerable to an economic downturn. We avoided those areas that had
become highly fashionable during 2007 and, as a result, were looking
increasingly overvalued; in particular, we avoided commodity shares and the
emerging markets in Asia and elsewhere. The good relative performance compared
to the major stock market indices was a result of this strategy.
Performance also benefitted from over 20 per cent of Shareholders' funds being
invested in the United States. While US shares suffered in the overall bear
market, the strength of the dollar versus sterling mitigated the falls in their
share prices when converted into sterling. We did suffer from our holdings in
banks. While we reduced our exposure considerably in 2007, the Investment
Manager underestimated the depth of the problems in the banking sector.
Revenue account
The revenue account has again shown a healthy increase. After tax, revenue per
share was 3.9p, a 44 per cent rise over the level for the previous year. The
Board is pleased to recommend a 35 per cent increase in the dividend to 3.1p
per share. Subject to Shareholders' approval at the Annual General Meeting, the
dividend will be paid on 18 May 2009.
The higher level of income is mainly due to the defensive investment strategy
followed during the year, which included the significant holding in cash and
short-term fixed interest securities. Income is likely to be at a lower level
in 2009. Many companies are likely to reduce their dividend with some, like the
banks, paying none at all and any cash held will be earning a much lower rate
of return.
We also expect to move to a less defensive portfolio during 2009 which is
likely to result in us owning shares in companies with a lower average yield
than the current portfolio. As we have stated a number of times, our investment
policy will be driven by where our Investment Manager perceives the best value
to be. This may result in us reducing the dividend at some stage.
Holding in Edinburgh Partners
In May 2008, we elected to exercise our option on 71,294 shares in Edinburgh
Partners, our Investment Manager. This represents 1.79 per cent of the issued
ordinary share capital of Edinburgh Partners. The option was exercisable at a
price of £3 per share at any time up to 15 December 2008, a total cost of £
214,000. We exercised early in order to receive Edinburgh Partners' first ever
dividend of 50p per share which was paid in September 2008.
When the option was exercised, we increased the valuation of our holding in
Edinburgh Partners to £1,100,000. We review the valuation regularly and,
despite the fall in equity markets, decided to leave the value unchanged at the
year end. Edinburgh Partners has performed exceptionally well and funds under
management at the end of 2008 were £4.6bn, up from £3.2bn at the end of 2007.
This is quite an achievement given the bear market we have experienced.
Edinburgh Partners is also in an excellent position to attract new clients as
the overall investment performance, since we became its first client five years
ago, has been excellent.
Outlook
There is a very real concern that the excessive level of debt throughout the
major world economies will lead to a prolonged period of deflation. However,
attempts to rekindle economic growth are greater than they have ever been. Bank
bail outs, tax cuts, increased government spending and interest rates reduced
to record low levels, even printing more money, are all being applied in an
attempt to limit the depth of the economic downturn.
Even if the stimulus works, it is likely that both consumers and companies will
be much more cautious about the amount of debt that they will be prepared to
take on in the future. This would tend to indicate that the potential for
economic growth will be at a lower level than it has been in recent years. It
is also unclear as to what the longer term consequences of all these
stimulative measures will be.
Despite the gloom around at the end of 2008 with the papers full of depressing
news of companies in trouble and people being laid off, we find ourselves
becoming more positive on the outlook for equities. There is plenty to be
concerned about but stock markets normally anticipate any improvement in the
economic outlook well before that improvement becomes visible. We are certainly
seeing much more realistic valuations than were available a year ago. With
interest rates on cash deposits virtually at zero and very low yields available
on government securities, the relative attraction of equities has become more
appealing. By the year end, our cash reserves had been reduced to 5 per cent of
Shareholders' funds and we expect to be moving away from our defensively
orientated portfolio as 2009 unfolds.
Teddy Tulloch
Chairman
26 February 2009
MANAGER'S REPORT AND PORTFOLIO ANALYSIS
Given the volatility we have seen in equity markets it is with some trepidation
that I write this manager's report. Prices and valuations are changing with
such rapidity that it is entirely possible that much of any outlook written
here may be redundant by the time the report reaches investors' hands. However,
there is much to be said both on the positive and the negative side. Reflection
on what has happened over 2008 contains most of the negative elements. On the
other hand, whilst the economic outlook for 2009 and much of 2010 remains poor,
the overwhelmingly positive counterpoint is that we are now finding many more
companies on highly attractive valuations than we have for the last five years.
However negative we felt throughout 2007 about the lack of attention being paid
to risk, experience in 2008 showed that this concern was not enough. Our views
on the global economy and the overvalued nature of many equities proved to be
broadly correct, but with one critical caveat. This caveat applied to the level
of off balance sheet financing being conducted by the financial sector in
general and banks in particular. We had substantially reduced our holdings in
the banking sector since we felt that for many banks the valuation did not
discount the level of bad debts that was sure to arise in the coming recession.
We did have some concerns over the transparency of their balance sheets and, as
a consequence, were careful to ensure that the portfolio did not become over
exposed to this risk. Nevertheless, the past year has revealed how little we
had grasped of the magnitude of the potential asset destruction. It is scant
consolation that we were not alone in this and that the group also included,
amongst others, the management teams of the banks themselves. On a more
positive note, the `defensive' portion of the portfolio performed its task well
as the year unfolded, so that the negative impact of the decline in some bank
share prices was offset by good relative performance in other areas of the
portfolio. The performance of the `defensive' segments of the portfolio was
most evident in the second half of the year, when markets could no longer
remain in denial about the unfolding recession.
All of this uncertainty contributed to the extraordinary volatility which
characterised the year. As market levels fell, this volatility began to present
real investment opportunities. Companies with excellent long-term prospects
were periodically hit by concerns over short-term trading conditions. As a
consequence, the activity in the portfolio followed two distinct phases. During
the first half of the year, we took the opportunities presented by periods of
optimism to sell out of holdings where we felt the risk/reward profile had
deteriorated sharply.
The two most notable holdings in this category were Pulte Homes and Nexity.
Pulte Homes is one of the leading house builders in the US. The shares had
appreciated by over 50 per cent since the beginning of the year, after a
substantial fall in 2007. It was clear that the level of inventory build in the
US provided little room for any respite from the downturn and that Pulte was
going to face serious profitability problems for an extended period. Nexity is
a French house builder which had merged with Credit Foncier to provide a
business with a `one stop shop' approach to owning a property. `One stop shop'
is normally a term which should strike fear into the hearts of investors and
this, combined with the complete lack of transparency in the combined entity
generated by the merger, resulted in what we perceived as an unattractive
investment. Both holdings were sold.
During the second half of the year pessimism grew and many companies saw share
price falls, with some particularly badly hit. Many of these shares had been
overvalued and the falls only brought them back into a range of more
appropriate valuation. As the year progressed some of these valuations became
more and more attractive. Technology was one such area. Cisco Systems is a very
good example, where an initial holding was purchased when technology stocks
fell to a fundamentally attractive long-term valuation level. We were aware
that further share price falls could occur, which did indeed happen, and used
the opportunity to acquire additional shares, reducing our average purchase
price. Cisco Systems is one of the world's largest technology companies whose
principal products form the backbone for modern telecommunications and the
internet. Whilst it will undoubtedly see slower growth and even sales decline
as the recession bites, we remain convinced that the company can grow
substantially faster than the global economy for an extended period. With the
additions to this investment Cisco Systems is now one of our largest holdings.
For an extended period the emerging markets managed to hang on to the
`decoupling' myth and share prices remained high as a consequence. When this
ended, it did so with a vengeance and price falls of 70-80 per cent were not
uncommon. We had thought that this might happen and a number of our analysts
had spent 2008 visiting companies to prepare for any opportunities which might
present themselves. By the end of the year share prices were coming into range
and positions were initiated in companies such as China Mobile and Baidu.com in
China.
Both companies are set to benefit from rising consumption in China that will
come from the sharp contraction of exports which is currently underway. China
has been an unbalanced exporting economy for an extended period and the global
recession will sharply cut economic growth. The authorities are well aware of
this and are set to encourage the natural trend of seeing more of the wealth
that has been generated being consumed by the general population. In the case
of China Mobile, handset penetration is not yet at saturation and one can
expect reasonable sales growth and better still profits growth, once capital
expenditure peaks. For Baidu.com, the trends are all favourable. Rising
consumption will create more advertising demand. Advertising is proportionately
moving to the internet and Baidu.com has the dominant market share in China
despite Google's advances.
We see more opportunities appearing every day for companies with strong growth
prospects. To make room for these opportunities, we are reducing and selling
those holdings where growth is mediocre at best and where the market is
beginning to attach too high a premium to the security of earnings. Hence, the
shareholdings in telecoms and pharmaceuticals are being gradually reduced.
We expect that through 2009 these trends will continue and the portfolio will
continue to evolve away from its defensive characteristics. As we look at the
portfolio now, we see the potential total return characteristics being higher
than at any time in the past five years. While the short term looks blighted by
economic concerns, the negative sentiment that this is evoking is creating a
fertile investment landscape.
Dr Sandy Nairn
Edinburgh Partners Limited
26 February 2009
FINANCIAL SUMMARY
Results for year 31 December 31 December change
2008 2007
Shareholders' funds £46,353,000 £57,705,000 (19.7)%
Net asset value per ordinary share 150.4p 177.2p (15.1)%
("NAV")
Share price per ordinary share 132.5p 160.0p (17.2)%
Discount to NAV 11.9% 9.7%
Revenue return per ordinary share* 3.9p 2.7p 44.4%
Dividend per ordinary share** 3.1p 2.3p 34.8%
* Based on the weighted average number of shares in issue during the year.
** Proposed dividend for the year.
Ordinary share Ordinary share
Year's high/low
Share price - high 158.0p 176.0p
- low 112.5p 142.5p
NAV - high 174.0p 179.6p
- low 124.4p 166.3p
Share price (discount)/premium to NAV
- high (1.3)% 2.3%
- low (18.5)% (13.9)%
Cost of running the Company
Total expense ratio* 1.1% 1.1%
*Based on total expenses for the year and average monthly net asset value.
Performance Net asset Revenue Dividend
Record
value per Share Discount return per
price per
Shareholders' ordinary per to net ordinary ordinary
ordinary asset
funds share share value share share
Year ended 31
December
2004* £26.1m 116.4p 110.5p 5.1% 0.6p 0.4p
2005 £52.2m 156.2p 154.5p 1.1% 1.1p 0.8p
2006 £58.8m 172.8p 170.0p 1.6% 2.1p 1.8p
2007 £57.7m 177.2p 160.0p 9.7% 2.7p 2.3p
2008 £46.4m 150.4p 132.5p 11.9% 3.9p 3.1p**
* Period 13 November 2003 to 31 December 2004. The Company commenced operations
on the admission of its shares to listing on the London Stock Exchange on 15
December 2003.
** Proposed dividend for the year.
PORTFOLIO OF INVESTMENTS
as at 31 December 2008
Company Sector Country Valuation % of
net a
ssets
£'000
Equity Investments
Sanofi-Aventis Health Care France 1,843 4.0
Cisco Systems Technology United States 1,778 3.8
Belgacom Telecommunications Belgium 1,744 3.8
Vodafone Telecommunications United 1,599 3.5
Kingdom
KPN Telecommunications Netherlands 1,525 3.3
Roche Health Care Switzerland 1,497 3.2
ENI Oil & Gas Italy 1,476 3.2
E.ON Utilities Germany 1,460 3.2
Nokia Technology Finland 1,459 3.1
Unilever Consumer Goods Netherlands 1,458 3.1
Novartis Health Care Switzerland 1,446 3.1
GlaxoSmithKline Health Care United 1,390 3.0
Kingdom
Pfizer Health Care United States 1,232 2.7
Deutsche Telekom Telecommunications Germany 1,224 2.6
SK Telecom Telecommunications South Korea 1,197 2.6
TeliaSonera Telecommunications Sweden 1,177 2.5
Fanuc Industrials Japan 1,124 2.4
China Mobile Telecommunications Hong Kong 1,110 2.4
Gazprom Oil & Gas Russia 1,108 2.4
Edinburgh Partners Unlisted United 1,100 2.4
Kingdom
Total - 20 largest equity 27,947 60.3
investments
Dell Technology United States 1,066 2.3
Yamaha Motor Consumer Goods Japan 1,050 2.3
Baidu.com Technology China 1,041 2.2
Samsung Electronic Technology South Korea 994 2.1
Abercrombie & Fitch Consumer Goods United States 984 2.1
Home Depot Consumer Services United States 977 2.1
UBS Financials Switzerland 959 2.1
Intel Technology United States 949 2.0
Symantec Technology United States 911 2.0
Intesa Sanpaolo Financials Italy 906 2.0
General Electric Industrials United States 900 1.9
Ericsson Technology Sweden 891 1.9
Aviva Financials United 865 1.9
Kingdom
Mizuho Financials Japan 734 1.6
Turkiye Is Bankasi Financials Turkey 684 1.5
Bank of America Financials United States 660 1.4
Citigroup Financials United States 489 1.1
LDK Solar Energy China 475 1.0
Royal Bank of Scotland Financials United 453 1.0
Kingdom
Total - 39 investments 43,935 94.8
Cash and other net assets 2,418 5.2
Total net assets 46,353 100.0
The geographical distribution is based on each investment's principal stock
exchange listing, except in instances where this would not give a proper
indication of where its activities predominate.
Of the ten largest portfolio investments as at 31 December 2008, the valuations
at the previous year end, 31 December 2007, were Sanofi-Aventis £1,943,000;
Belgacom £1,635,000; Vodafone £2,160,000; KPN £2,127,000; Roche £1,821,000; ENI
£1,507,000; E.ON £1,924,000; and Nokia £1,266,000. The remaining two
investments Cisco Systems and Unilever were new purchases during the year ended
31 December 2008.
DISTRIBUTION OF INVESTMENTS
as at 31 December 2008 (% of net assets of £
46,353,000)
Sector distribution as at 31 December 2008 % of net a
ssets
Telecommunications 20.7%
Technology 19.4%
Healthcare 16.0%
Financials 12.6%
Consumer Goods 7.5%
Oil & Gas 5.6%
Industrials 4.3%
Utilities 3.2%
Unlisted 2.4%
Consumer Services 2.1%
Energy 1.0%
Cash, fixed interest and other net assets* 5.2%
100.0%
Geographical distribution as at 31 December 2008 % of net a
ssets
Europe 45.0%
United States 21.4%
United Kingdom 11.8%
Asia Pacific 10.3%
Japan 6.3%
Cash, fixed interest and other net assets* 5.2%
100.0%
* Cash, fixed interest and other net assets includes foreign currency balances
of £1,374,000 (3 %). The figures detailed in the geographical distribution
represent the Company's equity exposure to these countries or regional areas.
BUSINESS REVIEW
Status of Company
The Company is registered as a public limited company and is an investment
company within the terms of Section 833 of the Companies Act 2006. The Company
has received approval from HM Revenue & Customs as an authorised investment
trust under Section 842 of the Income and Corporation Taxes Act 1988 for the
period from inception to 31 December 2007. In the opinion of the Directors, the
Company has subsequently directed its affairs so as to enable it to continue to
qualify for such approval and the Company will continue to seek approval under
Section 842 each year.
Activities
The principal activity of the Company is to carry on business as an investment
trust.
A review of the Company's activities is given in the Chairman's Statement and
in the Manager's Report and Portfolio Analysis.
Net asset valuation
The net asset value per ordinary share at 31 December 2008, after deducting the
2.3p dividend paid in May 2008 for the year to 31 December 2007, was 150.4p
(2007: 177.2p)
Results
The results for the year are set out in the Income Statement and the
Reconciliation of Movements in Shareholders' Funds.
Dividends
The Directors recommend the payment of a final dividend of 3.1p per ordinary
share. This is subject to the approval of Shareholders at the Annual General
Meeting on 30 April 2009 and will be payable on 18 May 2009 to Shareholders on
the register at the close of business on 17 April 2009. The ex-dividend date
will be 15 April 2009.
Objective
The investment objective of the Company is to provide Shareholders with an
attractive real long-term total return by investing globally in undervalued
securities. The portfolio is managed without reference to the composition of
any stock market index.
Investment policy
The Company invests in a focused portfolio of approximately 30 to 40 securities
of issuers throughout the world, predominantly in quoted equities. The Company
may also invest in unquoted securities, which are not anticipated to exceed 10
per cent of the Company's total assets at the time of investment (excluding
shares held in Edinburgh Partners Limited).
The Company has no present intention to invest in other investment companies or
funds but retains the ability to invest no more than 15 per cent of its gross
assets in other listed investment companies (including investment trusts).
The Company may also invest a substantial portion of its assets in debt
instruments, cash or cash equivalents when the Investment Manager believes
market or economic conditions make equity investment unattractive or while
seeking appropriate investment opportunities for the portfolio or to maintain
liquidity. In addition, the Company may purchase derivatives for the purposes
of efficient portfolio management.
It is intended that, from time to time, when deemed appropriate, the Company
will borrow for investment purposes up to the equivalent of 25 per cent of its
total assets. By contrast, the Company's portfolio may from time to time have
substantial holdings of debt instruments, cash or short-term deposits.
The investment objective and policy are intended to distinguish the Company
from other investment vehicles which have relatively narrow investment
objectives and which are thus constrained in their decision making and asset
allocation. The objective and policy allow the Company to be constrained in its
investment selection only by valuation and to be pragmatic in portfolio
construction by only investing in securities which the Investment Manager
considers to be undervalued on an absolute basis.
Investment strategy
The Company's portfolio is managed without reference to any stock market index.
Investments are selected for the portfolio only after extensive research by the
Investment Manager. The process through which an equity must pass in order to
be included in the portfolio is rigorous. Only a security where the Investment
Manager believes that the price will be significantly higher in the future will
pass the selection process. The key to successful stock selection is to
identify the long-term value of a company's shares and to have the patience to
hold the shares until that value is appreciated by other investors. Identifying
long-term value involves detailed analysis of a company's earning prospects
over a five year time horizon. Further details of the investment strategy can
be found in the Chairman's Statement and the Manager's Report and Portfolio
Analysis.
The Company's Investment Manager is Edinburgh Partners Limited which is an
independent specialist investment manager focusing exclusively on achieving
returns for investors based on global investment analysis of the highest
quality. The founders of Edinburgh Partners Limited include experienced
investment professionals with strong investment performances records and who
believe rigorous fundamental research allied to patience is the basis of
long-term investment success. Each of the investment professionals has specific
responsibilities for sector and regional research in addition to their fund
management role.
Principal risks
The Board considers that the following are the principal risks associated with
investing in the Company: investment and strategy, discount volatility, market
risk, liquidity risk, interest rate risk, credit risk, foreign currency risk,
gearing, regulatory risk, operational risk and financial risk. An explanation
of these risks and how they are managed is contained in note 21.
Key Performance Indicators
At each Board meeting, the Directors consider a number of performance measures
to assess the Company's success in achieving its objective.
The Key Performance Indicators used to measure progress and performance of the
Company over time are established industry measures and are as follows:
â— Net asset value per ordinary share.
â— Share price per ordinary share.
â— Share price discount/premium to net asset value per ordinary share.
â— Revenue return per ordinary share.
â— Total expense ratio.
The Financial Summary provides information for the year ended 31 December 2008
on the Key Performance Indicators noted above.
Current and future developments
A review of the main features of the year ended 31 December 2008 is to be found
in the Chairman's Statement and the Manager's Report and Portfolio Analysis.
The Board's main focus is on the investment return and approach. Attention is
paid to the integrity and success of the investment approach and on factors
which may have an impact on this approach. Due regard is paid to the promotion
of the Company including communication with Shareholders and other external
parties. The Board is regularly updated on wider investment trust industry
issues. Detailed papers are presented to the Board which lead to extensive
discussion on development and strategy.
EXTRACTS FROM THE DIRECTORS' REPORT
Management Agreement
The Company's investments are managed by Edinburgh Partners under an Investment
Management Agreement dated 21 November 2003. The Investment Manager receives a
management fee of 0.75 per cent per annum of the market capitalisation of the
issued ordinary shares (excluding treasury shares), payable quarterly in
arrears, plus an administration fee (£69,000 for the year ended 31 December
2008), payable quarterly in arrears and adjusted annually in line with changes
in the Retail Price Index. The Investment Management Agreement may be
terminated by either party giving 12 months' written notice. No additional
compensation is payable to Edinburgh Partners on the termination of this
agreement other than the fees payable during the 12 month notice period.
An option agreement existed between the Company and Edinburgh Partners, dated
21 November 2003, whereby the Investment Manager had granted to the Company an
option to subscribe for 71,294 ordinary shares of the Investment Manager. The
exercise price of the option was £3 per share and the option was exercisable at
any time prior to 15 December 2008. No consideration was paid by the Company to
Edinburgh Partners on the grant of the option. The Company exercised its option
in April 2008 in order to receive Edinburgh Partners' first ever dividend of
50p per share which was paid in September 2008.
Continuing appointment of the Investment Manager
The Board keeps the performance of the Investment Manager under review. It is
the opinion of the Directors that the continuing appointment of Edinburgh
Partners on the terms agreed is in the interests of Shareholders as a whole.
The reasons for this view are that the investment performance of the Company is
satisfactory relative to that of the markets in which the Company invests and
because the remuneration of the Investment Manager is reasonable both in
absolute terms and compared to that of managers of comparable investment
companies. The Directors believe that by paying the investment management fee
calculated on a market capitalisation basis, rather than a percentage of assets
basis, the interests of the Investment Manager are more closely aligned with
those of Shareholders.
MANAGEMENT REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO
THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
Management Report
Listed companies are required by the FSA's Disclosure and Transparency Rules
(the "Rules") to include a management report within their annual report and
financial statements.
The information required to be included in the management report for the
purpose of these Rules is included in the Chairman's Statement, the Manager's
Report and Portfolio Analysis and the Business Review. Therefore no separate
management report has been included.
The financial statements have been reviewed by the Company's Auditors.
Statement of Directors' Responsibilities in relation to the Annual Report and
Financial Statements
The Directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law they have elected to prepare the financial
statements in accordance with UK Accounting Standards.
The financial statements are required by law to give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company
for that period.
In preparing these financial statements, the Directors are required to:
â— select suitable accounting policies and then apply them consistently;
â— make judgments and estimates that are reasonable and prudent;
â— state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
and
â— prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors, to the best of their knowledge, state that;
â— the financial statements, prepared in accordance with UK Accounting
Standards, give a true and fair view of the assets, liabilities, financial
position and profit of the Company; and
â— the Chairman's Statement, Manager's Report and Portfolio Analysis and the
Directors' Report include a fair review of the development and performance of
the business and the position of the Company together with a description of the
principal risks and uncertainties that it faces.
The Directors confirm that, so far as they are each aware, there is no relevant
audit information of which the Company's Auditors are unaware; and each
Director has taken all the steps that ought to have been taken as a Director to
make himself aware of any relevant audit information and to establish that the
Company's Auditors are aware of that information.
The Directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its financial statements comply with the
Companies Acts 1985 and 2006. They have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Directors' Report, Directors' Remuneration Report and Corporate
Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Teddy Tulloch
Chairman
26 February 2009
INDEPENDENT AUDITORS' REPORT
The Company's financial statements for the year ended 31 December 2008 have
been audited by Ernst & Young LLP. The text of the Auditors' report can be
found in the Company's Annual Report and Accounts at www.epgot.com.
INCOME STATEMENT
for the year ended 31 December 2008
2008 2007
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
(Losses)/gains on 8 - (10,444) (10,444) - 1,083 1,083
investments at
fair value
Foreign exchange - 1,027 1,027 - (153) (153)
gains/(losses) on
capital items
Income 2 2,067 - 2,067 1,726 - 1,726
Investment 3 (325) - (325) (410) - (410)
management fee
Other expenses 4 (239) - (239) (254) - (254)
Net return before 1,503 (9,417) (7,914) 1,062 930 1,992
finance costs and
taxation
Finance costs
Interest payable (3) - (3) (5) - (5)
and similar
charges
Net return before 1,500 (9,417) (7,917) 1,057 930 1,987
taxation
Taxation 5 (275) - (275) (141) - (141)
Net return after 1,225 (9,417) (8,192) 916 930 1,846
taxation
pence pence pence pence pence pence
Return per 7 3.9 (29.7) (25.8) 2.7 2.8 5.5
ordinary share
All revenue and capital items in the above statement derive from continuing
operations.
The total column of this statement is the profit and loss account of the
Company. The revenue and capital return columns are prepared under guidance
published by the Association of Investment Companies ("AIC").
A separate Statement of Total Recognised Gains and Losses has not been prepared
as all such gains and losses are included in the Income Statement.
Dividend Information
A dividend for the year of 3.1p per ordinary share (2007: 2.3p) is proposed.
This is subject to the approval of Shareholders at the Annual General Meeting
on 30 April 2009 and will be payable on 18 May 2009 to Shareholders on the
register at the close of business on 17 April 2009. The ex-dividend date will
be 15 April 2009. Based on 30,824,180 ordinary shares, being the current number
of ordinary shares in issue excluding shares held in treasury, the total
proposed dividend payment will amount to £956,000. In accordance with FRS 21,
final dividends proposed by the Company are accounted for in the period in
which the dividend is approved by Shareholders at an Annual General Meeting.
Further information on dividend distributions can be found in note 6.
BALANCE SHEET
as at 31 December 2008
2008 2007
Restated*
Note £'000 £'000
Fixed asset investments:
Investments at fair value through 8 43,935 53,952
profit or loss
Current assets:
Debtors 10 251 222
Cash at bank and short-term deposits 2,734 3,931
2,985 4,153
Creditors - amounts falling due within 11 567 400
one year
Net current assets 2,418 3,753
Net assets 46,353 57,705
Capital and reserves:
Called-up share capital 15 340 340
Capital redemption reserve 1 1
Share premium account 17,991 17,991
Special reserve 16 15,795 18,212
Capital reserve 10,701 20,118
Revenue reserve 1,525 1,043
Total Shareholders' funds 46,353 57,705
pence pence
Net asset value per ordinary share 17 150.4 177.2
* The cost of own shares held in treasury is now shown as a deduction from
distributable profits in accordance with the AIC Statement of Recommended
Practice issued in January 2009.
These financial statements were approved and authorised for issue by the Board
of Directors on 26 February 2009 and were signed on its behalf by:
Teddy Tulloch
Chairman
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the year ended 31 December 2008
Share Capital Share Special Own Capital Revenue Total
shares
capital redemption premium reserve held in reserve reserve
treasury
reserve account
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Year ended 31
December 2008
At 31 December 340 1 17,991 20,506 (2,294) 20,118 1,043 57,705
2007
Transfer of - - - (2,294) 2,294 - - -
cost of own
shares held in
treasury*
At 31 December 340 1 17,991 18,212 - 20,118 1,043 57,705
2007 (restated)
Net return - - - - - (9,417) 1,225 (8,192)
after taxation
for the year
Dividends paid - - - - - - (743) (743)
Share purchase - - - (2,417) - - - (2,417)
costs
31 December 340 1 17,991 15,795 - 10,701 1,525 46,353
2008
Year ended 31
December 2007
At 31 December 340 1 17,991 20,506 - 19,188 739 58,765
2006
Net return - - - - - 930 916 1,846
after taxation
for the year
Dividends paid - - - - - - (612) (612)
Share purchase - - - - (2,294) - - (2,294)
costs
31 December 340 1 17,991 20,506 (2,294) 20,118 1,043 57,705
2007
* The cost of own shares held in treasury is now shown as a deduction from
distributable profits in accordance with the AIC Statement of Recommended
Practice issued in January 2009.
STATEMENT OF CASH FLOW
for the year ended 31 December 2008
2008 2007
Note £'000 £'000
Operating activities:
Investment income received 1,863 1,647
Bank deposit interest received 1 1
Investment management fees paid (350) (422)
Secretarial fees paid (69) (66)
Other cash payments (60) (49)
Net cash inflow from operating activities 18 1,385 1,111
Servicing of finance (3) (5)
Taxation
Income tax paid (249) (177)
Capital expenditure and financial
investment:
Purchases of investments (20,864) (33,463)
Sales of investments 20,664 38,168
Exchange gains on settlement 157 15
Net cash (outflow)/inflow from investing (43) 4,720
activities
Net cash inflow before equity dividend 1,090 5,649
and financing
Equity dividend paid (743) (612)
Financing:
Ordinary shares purchased and held in (2,498) (2,213)
treasury
Net cash outflow from financing (2,498) (2,213)
(Decrease)/increase in cash 19 (2,151) 2,824
NOTES TO THE FINANCIAL STATEMENTS
at 31 December 2008
1. Accounting policies
Accounting convention
The financial statements are prepared in accordance with UK Generally Accepted
Accounting Practice ("UK GAAP") and with the AIC Statement of Recommended
Practice issued in January 2009 relating to the Financial Statements of
Investment Trust Companies and Venture Capital Trusts.
Income recognition
Dividend and other investment income is included as revenue when the
investments concerned are quoted `ex-dividend'. Income arising on holdings of
fixed income securities is recognised on a time apportionment basis so as to
reflect the effective interest rate on that security. Deposit interest and
underwriting commission receivable is included on an accruals basis.
Management expenses and finance costs
All expenses are accounted for on an accruals basis. All operating expenses are
charged through the revenue account in the Income Statement except costs that
are incidental to the acquisition or disposal of investments, which are charged
to the capital account in the Income Statement.
Investments
All investments held by the Company are classified as `fair value through
profit or loss'. Investments are initially recognised at cost, being the fair
value of the consideration given. Interest accrued on fixed interest rate
securities at the date of purchase or sale is accounted for separately as
accrued income, so that the value or purchase price or sale proceeds is shown
net of such items.
After initial recognition, investments are measured at fair value, with
unrealised gains and losses on investments and impairment of investments
recognised in the Income Statement and allocated to capital. Realised gains and
losses on investments sold are calculated as the difference between sales
proceeds and cost.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to Stock Exchange quoted market bid prices at
the close of business on the Balance Sheet date, without adjustment for
transaction costs necessary to realise the asset. Unlisted investments will be
valued by the Directors at fair value, using the guidelines on valuation
published by the International Private Equity and Venture Capital Association.
This represents the Directors' view of the amount for which an asset could be
exchanged between knowledgeable willing parties in an arm's length transaction.
This does not assume that the underlying business is saleable at the reporting
date or that its current shareholders have an intention to sell their holding
in the near future.
Foreign currency
Transactions denominated in foreign currencies are converted to sterling at the
actual exchange rate as at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the year end are reported at
the rate of exchange at the Balance Sheet date. Any gain or loss arising from a
change in exchange rate subsequent to the date of the transaction is included
as an exchange gain or loss in the capital reserve or the revenue account
depending on whether the gain or loss is of a capital or revenue nature.
Taxation
The charge for taxation is based on the net revenue for the year. In accordance
with Financial Reporting Standard No.16: Current Tax, franked investment income
is shown net of the associated tax credit, therefore no tax credits are
included within the charge for taxation.
The charge for taxation takes into account taxation deferred or accelerated
because of timing differences between the treatment of certain items for
accounting and taxation purposes. Full provision for deferred taxation is made
under the liability method, without discounting, on all timing differences that
have arisen but not been reversed by the Balance Sheet date, unless such
provision is not permitted by Financial Reporting Standard No. 19: Deferred
Tax. 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 underlying timing differences can be deducted.
Timing differences are differences arising between the Company's taxable
profits and its results as stated in the financial statements which are capable
of reversal in one or more subsequent periods.
Dividends payable to Shareholders
Dividends to Shareholders are recognised as a liability in the period in which
they have been declared and paid. The annual dividend is proposed by the Board
and is not declared until approved by Shareholders at the Annual General
Meeting following the year end.
2. Income
2008 2007
£'000 £'000
Income frominvestments:
UK net dividend income 317 414
Overseas dividends 1,528 1,155
Fixed interest 132 21
Deposit funds 89 135
2,066 1,725
Other income:
Bank interest 1 1
2,067 1,726
Total income comprises:
Dividends 1,934 1,704
Interest 133 22
2,067 1,726
3. Investment management fee
2008 2007
Total Total
£'000 £'000
Investment management fee 325 410
The investment management fee is paid quarterly in arrears, at the rate of 0.75
per cent per annum of the market capitalisation of the issued ordinary shares
(excluding treasury shares) of the Company. At 31 December 2008 there was £
73,000 outstanding (2007: £98,000).
In addition the Investment Manager received an administrative fee of £69,000 as
detailed in note 4 (2007: £67,000). At 31 December 2008 there was £17,000
outstanding (2007: £17,000).
4. Other expenses
2008 2007
£'000 £'000
Administration and secretarial fees 69 67
Auditors' remuneration for:
Audit 16 20
Directors' remuneration 56 56
Other 98 111
239 254
The Auditors' remuneration comprises audit fees of £16,000 (2007: £15,000) and
expenses of £nil (2007: £5,000). The expenses charge of £5,000 for 2007
includes expenses relating to the 2006 audit and the accrual for expenses
relating to the 2007 audit.
5. Taxation
a) Analysis of charge in year 2008 2007
£'000 £'000
Current tax:
UK Corporation Tax 275 186
Overseas tax suffered 171 141
Double taxation relief (171) (186)
275 141
Deferred tax:
Timing differences 4 6
Double taxation relief (4) (6)
- -
Taxation on ordinary activities 275 141
b) The current taxation charge for the year is lower than the standard rate of
Corporation Tax in the UK of 30% to 31 March 2008 and 28% from 1 April 2008.
The differences are explained below:
2008 2007
£'000 £'000
Revenue return on ordinary activities before 1,500 1,057
taxation
Theoretical tax at UK Corporation Tax effective 427 317
rate of 28.5% (2007: 30%)
Effects of:
- UK dividends that are not taxable (91) (124)
- Brought forward eligible unrelieved foreign tax (61) -
utilised
- Overseas taxation not recoverable - (45)
- Marginal relief adjustment - (7)
- Overseas tax suffered 171 -
- Double taxation relief (171) -
275 141
The tax charge has been reconciled to the revenue return rather than to the
total return as the capital return is not subject to tax.
c) Factors that may affect future tax charges
After allowing for accrued taxable income at the year end, the Company has no
eligible unrelieved foreign tax (2007: £61,000) that is available to offset
against tax chargeable on future taxable overseas revenue. No deferred tax
asset was recognised in respect of the 2007 amount as it would only be
recoverable to the extent that there would be sufficient future taxable
overseas revenue, not relieved by future eligible foreign tax suffered.
d) The Chancellor of the Exchequer, in his Budget statement on 21 March 2007,
announced a number of proposed changes to the tax legislation, including a
reduction in the rate of UK Corporation Tax from 30% to 28% with effect from
April 2008.
6. Dividends
2008 2007
Declared and paid £'000 £'000
2007 dividend of 2.3p per ordinary share paid in May
2008
(2006: dividend of 1.8p paid in May 2007) 743 612
743 612
Net revenue return after taxation 1,225 916
Proposed
2008 dividend of 3.1p (2007: 2.3p) per ordinary 956 746
share
956 746
A dividend for the year of 3.1p per ordinary share (2007: 2.3p) is proposed.
This is subject to the approval of Shareholders at the Annual General Meeting
on 30 April 2009 and will be payable on 18 May 2009 to Shareholders on the
register at the close of business on 17 April 2009. The ex-dividend date will
be 15 April 2009. Based on 30,824,180 ordinary shares, being the current number
of ordinary shares in issue excluding shares held in treasury, the total
proposed dividend payment will amount to £956,000.
7. Return per ordinary share
2008 2007
Net Ordinary Per Net Ordinary Per
return shares* share return shares* share
£'000 pence £'000 pence
Revenue return after 1,225 31,758,186 3.9 916 33,601,801 2.7
taxation
Capital return after (9,417) 31,758,186 (29.7) 930 33,601,801 2.8
taxation
Total return (8,192) 31,758,186 (25.8) 1,846 33,601,801 5.5
* Weighted average number of ordinary shares, excluding shares held in
treasury, in issue during the year.
8. Investments
2008 2007
£'000 £'000
Listed investments 42,835 53,052
Unlisted investments 1,100 900
43,935 53,952
2008 2007
Unlisted Listed Total Total
£'000 £'000 £'000 £'000
Analysis of investment portfolio
movements
Opening book cost - 52,966 52,966 51,890
Opening unrealised appreciation 900 86 986 5,684
Opening valuation 900 53,052 53,952 57,574
Movements in the year:
Purchases at cost 214 20,877 21,091 33,463
Sales - proceeds - (20,664) (20,664) (38,168)
- realised (losses)/gains on sales - (2,616) (2,616) 5,781
Changes in fair value of investments (14) (7,814) (7,828) (4,698)
Closing valuation 1,100 42,835 43,935 53,952
Closing book cost 214 50,563 50,777 52,966
Closing unrealised appreciation/ 886 (7,728) (6,842) 986
(depreciation)
1,100 42,835 43,935 53,952
2008 2007
Unlisted Listed Total Total
£'000 £'000 £'000 £'000
Analysis of capital gains and losses
Realised (losses)/gains on sales - (2,616) (2,616) 5,781
Changes in fair value of investments (14) (7,814) (7,828) (4,698)
Losses on investments (14) (10,430) (10,444) 1,083
The unlisted investment is in relation to the 71,294 shares in Edinburgh
Partners as disclosed in the Chairman's Statement and the Directors' Report.
Transaction costs
During the year the Company incurred transaction costs of £36,000 (2007: £
81,000) and £82,000 (2007: £77,000) on purchases and sales of investments
respectively. These amounts are included in (losses)/gains on investments at
fair value, as disclosed in the Income Statement.
9. Significant holdings
The Company had no holdings of 3% or more of the share capital of any portfolio
companies.
10. Debtors
2008 2007
£'000 £'000
Dividends receivable 86 61
Prepayments and accrued income 9 81
Taxation recoverable 156 80
251 222
11. Creditors: amounts falling due within one year
2008 2007
£'000 £'000
Due to brokers 227 -
Other creditors and accruals 154 319
Purchase of shares held in treasury - 81
Bank overdraft 84 -
Corporation Tax 102 -
567 400
The bank overdraft arises as a result of timing differences in the transfer of
cash from the liquidity funds.
12. Provision for liabilities and charges
No provision for liabilities and charges is considered necessary at the
Company's year end (2007: £nil). There were no amounts unprovided in respect of
deferred taxation (2007: £nil).
13. Contingent assets
Following the judgement that VAT is not chargeable on investment management
fees and some administration fees payable by investment trusts such as EP
Global Opportunities Trust plc, the Investment Manager has submitted a claim
for VAT previously charged to the Company that has not been reclaimed under
partial exemption rules.
14. Contingent liabilities
At the year end there were no contingent liabilities and no outstanding
commitments in respect of investments carrying an obligation for future
subscriptions (2007: £nil).
15. Share capital
2008 2007
£'000 £'000
150,000,000 (2007: 150,000,000) ordinary shares of 1p each 1,500 1,500
Allotted, called up and fully paid:
33,998,180 (2007: 33,998,180) ordinary shares of 1p each
(includes 3,174,000 (2007: 1,440,000) shares held in 340 340
treasury. See notes 16 and 17)
Duration of the Company
The Company does not have a termination date or the requirement for any
periodic continuation votes.
16. Special reserve
From time to time the Company buys in shares and holds them in treasury for
re-issue at a later date. In accordance with FRS 25, the consideration paid for
these shares held in treasury is presented as a deduction in Shareholders'
funds, and in accordance with the AIC Statement of Recommended Practice issued
in January 2009, has been allocated to the special reserve. Details of own
shares held in treasury are shown below:
Number of 2008 Number of 2007
shares £'000 shares £'000
Summary
At 1 January 1,440,000 2,294 - -
Additions 1,734,000 2,417 1,440,000 2,294
At 31 December 3,174,000 4,711 1,440,000 2,294
Nominal value of own shares held in 32 14
treasury
17. Net asset value per share
The net asset value per share, calculated in accordance with the Articles of
Association, is as follows:
2008 2007
pence pence
Ordinary share 150.4 177.2
The net asset value per ordinary share is based on net assets of £46,353,000
(2007: £57,705,000) and on 30,824,180 (2007: 32,558,180) ordinary shares being
the number of ordinary shares, excluding shares held in treasury, in issue at
the year end.
18. Reconciliation of net return before finance costs and taxation to net cash
inflow from operating activities
2008 2007
£'000 £'000
Net return before finance costs and taxation (7,914) 1,992
Net losses/(gains) on capital items 9,417 (930)
(Decrease)/increase in creditors (165) 96
Decrease/(increase) in debtors and accrued income 47 (47)
Net cash inflow from operating activities 1,385 1,111
19. Reconciliation of net cash flow to movement in net funds
2008 2007
£'000 £'000
(Decrease)/increase in cash for the year (2,151) 2,824
Realised exchange gains/(losses) 870 (168)
(1,281) 2,656
Net funds at 1 January 3,931 1,275
Net funds at 31 December 2,650 3,931
At Cash Exchange At
1 January Flows Gains 31 December
2008 2008
£'000 £'000 £'000 £'000
Cash at bank 3,931 (2,067) 870 2,734
Bank overdraft - (84) - (84)
3,931 (2,151) 870 2,650
At Cash Exchange At
1 January Flows Losses 31 December
2007 2007
£'000 £'000 £'000 £'000
Cash at bank 1,275 2,824 (168) 3,931
1,275 2,824 (168) 3,931
20. Analysis of financial assets and liabilities
Interest rate and currency profile
The interest rate and currency profile of the Company's financial assets was:
2008 2007
Cash Fair Cash Fair
No flow value No flow value
interest interest interest interest interest interest
rate rate rate rate rate rate
risk risk risk risk
Total exposure exposure exposure Total exposure exposure exposure
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Equity
shares
Euro 13,097 13,097 - - 15,820 15,820 - -
US dollar 13,765 13,765 - - 17,106 17,106 - -
Sterling 5,406 5,406 - - 7,341 7,341 - -
Japanese 2,908 2,908 - - 2,089 2,089 - -
yen
Swiss 3,902 3,902 - - 3,721 3,721 - -
franc
Swedish 2,069 2,069 - - 2,709 2,709 - -
kroner
Korean wan 994 994 - - - - - -
Turkish 684 684 - - 1,166 1,166 - -
lira
Hong Kong 1,110 1,110 - - - - - -
dollar
Gilts
Sterling* - - - - 4,000 - - 4,000
Cash at
bank and
short-term
deposits
Sterling 1,360 - 1,360 - 1,978 - 1,978 -
US dollar - - - - 13 - 13 -
Japanese 1,374 - 1,374 - 1,940 - 1,940 -
yen
Debtors**
Euro 48 48 - - 17 17 - -
US dollar 90 90 - - 54 54 - -
Sterling 52 52 - - 117 117 - -
Japanese 21 21 - - 8 8 - -
yen
Swiss 27 27 - - 15 15 - -
franc
Danish 6 6 - - 4 4 - -
krone
46,913 44,179 2,734 - 58,098 50,167 3,931 4,000
* The maturity date profile of these assets was less than one year and the
effective average interest rate was 5%.
** Debtors exclude prepayments which under FRS 25 are not classed as financial
assets.
At 31 December 2008 the Company had no financial liabilities other than
short-term creditors (2007: £nil). All financial assets and liabilities of the
Company are held at fair value.
21. Risk analysis
Risks
The principal risks the Company faces are:
â— Investment and strategy
â— Discount volatility
â— Market risk
â— Liquidity risk
â— Credit risk
â— Interest rate risk
â— Foreign currency risk
â— Gearing
â— Regulatory risk
â— Operational risk
â— Financial risk
The Investment Manager monitors the financial risks affecting the Company on an
ongoing basis within the policies and guidelines determined by the Board. The
Directors receive financial information, which is used to identify and monitor
risk, quarterly. The Company may enter into derivative contracts to manage risk
but has not done so to date. A description of the principal risks the Company
faces is detailed below.
Investment and strategy
There can be no guarantee that the objective of the Company will be achieved.
The Investment Manager meets regularly with the Board to discuss the portfolio
performance and strategy. The Board receives quarterly reports from the
Investment Manager detailing all portfolio transactions and any other
significant changes in the market or stock outlooks.
Discount volatility
The Board recognises that it is in the long-term interest of Shareholders to
reduce discount volatility and believes that the prime driver of discounts over
the longer term is investment performance. The Company is permitted to employ
gearing, a process whereby funds are borrowed principally for the purpose of
purchasing securities should the Board feel that it is appropriate to do so.
The use of gearing can magnify discount volatility.
The Board actively monitors the discount for EP Global Opportunities Trust plc,
but it does not intend to issue a precise discount target at which shares will
be bought back as it believes that the announcement of specific targets is
likely to hinder rather than help the successful execution of a buyback policy.
Equally the Company will issue shares in order to meet demand as it arises.
During the year ended 31 December 2008 the Company bought back 1,734,000 (2007:
1,440,000) ordinary shares into treasury.
During the year ended 31 December 2008 the Company issued nil (2007: nil)
ordinary shares.
Market risk
The Company is exposed to market risk due to fluctuations in the market prices
of its investments. Market price risk arises mainly from uncertainty about
future prices of financial instruments used in the Company's business. It
represents the potential loss the Company might suffer through holding market
positions in the face of price movements. The Investment Manager monitors the
prices of financial instruments held by the Company on an ongoing basis.
The Investment Manager actively monitors market and economic data and reports
to the Board which considers investment policy on a regular basis. The net
asset value per share of the Company is issued weekly to the London Stock
Exchange and is also available on the Company's website www.epgot.com.
Details of the Company's investment portfolio as at 31 December 2008 are
disclosed in these financial statements.
If the investment portfolio valuation fell by 1 per cent from the amount
detailed in the financial statements as at 31 December 2008 it would have the
effect, with all other variables held constant, of reducing the net capital
return before taxation by £439,000 (2007: £540,000). An increase of 1 per cent
in the investment portfolio valuation would have an equal and opposite effect
on the net capital return before taxation.
Liquidity risk
The Company's policy with regard to liquidity is to ensure continuity of
funding. Short-term flexibility is achieved through cash management.
The Company's assets comprise mainly of readily realisable securities which can
be sold freely to meet funding requirements if necessary. Securities listed on
a recognised stock exchange have been valued at bid prices and exchange rates
ruling at the close of business on 31 December 2008. In certain circumstances,
the market prices at which investments are valued may not represent the
realisable value of those investments, taking into account both the size of the
Company's holding and the frequency with which such investments are traded.
Credit risk
Credit risk is the risk of financial loss to the Company if the contractual
party to a financial instrument fails to meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit risk
exposure at the Balance Sheet date. The Company's listed investments are held
on its behalf by the Bank of New York Mellon acting as the Company's custodian.
Bankruptcy or insolvency of the custodian may cause the Company's rights with
respect to securities held by the custodian to be delayed. The Board monitors
the Company's risk by reviewing the custodian's internal controls reports.
Investment transactions are carried out with a large number of brokers whose
creditworthiness is reviewed by the Investment Manager. Transactions are
ordinarily undertaken on a delivery versus payment basis whereby the Company's
custodian bank ensures that the counterparty to any transaction entered into by
the Company has delivered in its obligations before any transfer of cash or
securities away from the Company is completed.
Cash is only held at banks and in money market funds that have been identified
by the Board as reputable and of high credit quality.
The maximum exposure to credit risk as at 31 December 2008 was £46,920,000
(2007: £58,105,000). The calculation is based on the Company's credit risk
exposure as at 31 December 2008 and this may not be representative of the year
as a whole.
None of the Company's assets are past due or impaired.
Interest rate risk
The Company's assets and liabilities, excluding short-term debtors and
creditors, may comprise financial instruments which include investments in
fixed interest securities.
Details of the Company's interest rate exposure as at 31 December 2008 are
disclosed in note 20 of these financial statements.
The majority of the Company's assets were non-interest bearing as at 31
December 2008. There was limited exposure to interest bearing liabilities
during the year ended 31 December 2008. Surplus cash is invested in liquidity
funds.
If interest rates had reduced by 1 per cent from those obtained as at 31
December 2008 it would have the effect, with all other variables held constant,
of reducing the net revenue return before taxation on an annualised basis by £
27,000 (2007: £39,000). If there had been an increase in interest rates of 1
per cent there would have been an equal and opposite effect in the net revenue
return before taxation. The calculations are based on cash at bank and
short-term deposits as at 31 December 2008 and these may not be representative
of the year as a whole.
Foreign currency risk
The base currency of the Company is sterling. The international nature of the
Company's investment activities gives rise to a currency risk which is inherent
in the performance of its overseas investments. The Company's overseas income
is also subject to currency fluctuations.
It is not the Company's policy to hedge this risk on a continuing basis.
Details of the Company's foreign currency risk exposure as at 31 December 2008
is disclosed in note 20 of these financial statements.
If sterling had strengthened by 1 per cent against all other currencies on 31
December 2008, with all other variables held constant, it would have the effect
of reducing the net capital return before taxation by £401,000 (2007: £
446,000). If sterling had weakened by 1 per cent against all other currencies
there would have been an equal and opposite effect on the net capital return
before taxation.
Gearing
Gearing is used to enhance long-term returns to Shareholders. The Company is
permitted to employ gearing should the Board feel it appropriate to do so up to
a maximum of 25 per cent of total assets. The use of gearing can cause both
gains and losses in the asset value of the Company to be magnified.
The Company did not have any gearing as at 31 December 2008.
Regulatory risk
Failure to qualify under the terms of Section 842 of the Income and Corporation
Taxes Act 1988 may lead to EP Global Opportunities Trust plc being subject to
capital gains tax. A breach of the rules of the London Stock Exchange may
result in censure by the Financial Services Authority ("FSA") and/or the
Company's suspension from listing.
The Board has agreed service levels with the Secretary and Investment Manager
which include active and regular review of compliance with these requirements.
These checks are reviewed at each Board Meeting.
Operational risk
There are a number of operational risks associated with the fact that third
parties undertake the Company's administration and custody. The main risk is
that third parties may fail to ensure that statutory requirements such as
Companies Act and London Stock Exchange requirements are met.
The Board regularly receives and reviews management information on third
parties which the Secretary compiles. In addition each of the third parties
provides a copy of its report on internal controls (AAF 01/06 or equivalent) to
the Board each year.
Financial risk
Inappropriate accounting policies or failure to comply with current or new
accounting standards may lead to a breach of regulations.
The Board employs independent administrators to prepare all financial
statements and meets with the independent auditors at least once a year to
discuss all financial matters including appropriate accounting polices.
The Company is a member of the Association of Investment Companies ("AIC"), a
trade body intended to promote investment trusts which also develops best
practice for all of its members.
The Board undertakes an annual assessment and review of all the risks stated
above together with a review of any new risks which may have arisen during the
year. This risk is formalised within the Company's risk assessment matrix.
Capital management policies
The Company's capital management objectives are to ensure that it will be able
to continue as a going concern and to provide Shareholders with an attractive
real long-term total return in accordance with its investment policy.
The Company's capital comprises:
2008 2007
£'000 £'000
Called-up share capital 340 340
Capital redemption reserve 1 1
Share premium account 17,991 17,991
Special reserve 15,795 18,212
Capital reserve 10,701 20,118
Revenue reserve 1,525 1,043
Total Shareholders' funds 46,353 57,705
The Company's objectives for managing capital are the same as the previous year
and have been complied with throughout the year.
22. Transactions with the Investment Manager
Information with respect to transactions with the Investment Manager is
provided in note 3 of these financial statements.
23. Post balance sheet events
As 20 February 2009 (being the latest practicable date prior to the publication
of this report), the net assets of the Company were £38,754,000, the net asset
value per share was 125.7p and the share price was 124.0p.
ANNUAL GENERAL MEETING
The Company's Annual General Meeting will be held at The Bonham Hotel, 35
Drumsheugh Gardens, Edinburgh EH3 7RN on Thursday, 30 April 2009, at 12.00
noon.
The notice of this meeting can be found in the Annual Report and Accounts at
www.epgot.com.
DIRECTORS
Teddy Tulloch
Richard Burns
David Hough
Ian McBean
INVESTMENT MANAGER
Edinburgh Partners Limited
12 Charlotte Square
Edinburgh, EH2 4DJ
Enquiries:
Sandy Nairn}
Kenneth Greig} Edinburgh Partners Limited, telephone: 0131 270 3800