Annual Financial Report

Invesco Asia Trust plc Annual Financial Report Announcement for the Financial Year Ended 30 April 2010 FINANCIAL INFORMATION AND PERFORMANCE STATISTICS The benchmark index of the Company is the MSCI All Countries Asia Pacific ex Japan Index (adjusted for sterling) Performance Statistics At At 30 April 30 April % 2010 2009 change Net assets (£'000) 150,934 98,667 +53.0 Actual gearing 103 100 Asset gearing 102 100 Net asset value (`NAV') per ordinary share: - basic 160.8p 105.1p +53.0 - diluted 154.9p 105.1p +47.4 Benchmark Index(i) - capital return 279.5 190.6 +46.6 Mid-market price per ordinary share 138.3p 94.5p +46.3 Subscription shares 26.0p n/a Discount per ordinary share on diluted NAV 10.7% 10.1% (cum income) Discount per ordinary share on diluted NAV 9.6% 8.8% (ex income) Total Returns(i): - Diluted NAV +55.1 - Benchmark Index +50.9 (i) Source: Thomson Financial Datastream. Revenue Year Year Ended Ended 30 April 30 April 2010 2009 Gross income (£'000) 3,066 2,711 +13.1 Net revenue available for ordinary shares 2,184 1,463 +49.3 (£'000) Dividend per share 2.25p 1.5p +50.0 Total expense ratio 1.1% 1.2% Return per Ordinary Share Diluted revenue return 2.3p 1.6p Diluted capital return 54.9p (21.6)p Total return 57.2p (20.0)p CHAIRMAN'S STATEMENT Performance and Prospects At the start of the period under review there were indications that the global downturn was nearing an end. These initial signs proved to be the foundations from which Asian economies have built what appears to be a sustainable recovery. While unprecedented government support was required to engineer the improved outlook, the region is now benefiting from higher levels of internal demand and an improvement in external trade, which together should generate growth independent of state support. The rapid improvements across Asian economies helped the Company to deliver very strong performance. Over the period, the diluted net asset value (total return) per ordinary share rose by 55.1% compared to the benchmark, the MSCI All Countries Asia Pacific ex-Japan Index (total return), which increased by 50.9%, adjusted for sterling. The Company's share price rose from 94.5p to 138.3p, while the discount to diluted net asset value (ex income) at which the shares traded widened to 9.6%, from 8.8% at the start of the period. Dividend In consequence of increased income from investments and a reduction in taxation due to overseas dividends now being exempt from UK corporation tax, the Board is pleased to recommend a final dividend of 2.25p per ordinary share (2009: 1.5p). The dividend, which is subject to the approval of shareholders at the Annual General Meeting, will be payable on 13 August 2010 to shareholders on the register on 16 July 2010. Gearing The Company has an unsecured £15 million credit facility with its Custodian, The Bank of New York Mellon. The gearing policy is determined by the Board which has established a gearing limit of a maximum of 25% of net assets. At the end of the year, the Company had borrowed £5 million. Since the year-end and at the latest practical time before publication of this document, the borrowing was £2,500,000. The Board As I mentioned in my statement last year, Robin Baillie has decided to retire from the Board following the 2010 Annual General Meeting. Robin has been a Director of the Company since 1995 and served as Chairman from 1995 to 2005. The Board thanks Robin warmly for his significant contribution to the Company's business during his 15 years of service and wishes him all the best for a long and happy retirement. Continuation vote and discount control Shareholders are given the opportunity to vote on the future of the Company every three years and at the forthcoming Annual General Meeting an ordinary resolution is being proposed that the Directors be released from their obligation to convene an Extraordinary General Meeting proposing a special resolution that the Company be wound up on a voluntary basis. The Directors continue to believe that a wind-up would not serve shareholders' best interests and that the combination of the management expertise of Stuart Parks and his Henley team and the encouraging prospects we foresee for the markets in which we invest will be of benefit to shareholders. In the Board's ongoing discussions with shareholders in advance of the continuation vote, it became clear that one of the Company's larger shareholders wished the Board to consider, in the year of the continuation vote, a tender offer to provide a return of capital to shareholders at close to NAV as a means of discount control. After careful consideration, the Board has decided that it would be in the interests of shareholders as a whole to propose a tender offer at the end of the current financial year (subject to receiving necessary shareholder approval) for up to 15% of the Company's issued share capital, at a 2% discount to NAV less the costs of the tender, if the Company's shares have traded over the year to 30 April 2011 at an average discount of more than 10% to NAV (fully diluted, ex income). The Board considers it desirable that the Company's shares do not trade at a significant discount to NAV and believes that, in normal market conditions, the shares should trade at a price which on average represents a discount of less than 10% to NAV. To enable the Board to take action to deal with any material overhang of shares in the market it seeks authority from shareholders annually to buy back shares. Shares may be repurchased when, in the opinion of the Board, the discount is higher than desired and shares are available in the market. The Board is of the view that the principal purpose of share repurchases is to enhance net asset value for remaining shareholders, although it may also assist in addressing the imbalance between the supply of and demand for the Company's shares and thereby reduce the scale and volatility of the discount at which the shares trade in relation to the underlying net asset value. Outlook Asia's long-term economic outlook remains positive and its share of global economic output is set to rise. This reflects not only Asia's inherent strengths, but also the more subdued performance of developed economies as they continue to work their way through the consequences of the financial crises. As we have experienced recently, Asia is not immune to issues emanating from the West, but its long-term shift from export dependence towards an economic model more aligned with domestic demand should see that influence decline. The performance of Asian equities over the past two years has been a clear reminder that volatility is inherent in these markets and this is likely to remain the case as the global recovery continues to unfold. However, Asia's fundamental strengths support the long-term case for investing in these markets, and businesses in the region should benefit from its strong growth profile. A year ago, valuations across Asian equity markets were depressed and their normalisation has been reflected in the Company's strong share price performance. The mis-pricing of Asian stocks has now been largely corrected, but this has only seen valuations return to more normal levels. Looking ahead, stock prices are likely to be supported by an ongoing recovery in corporate earnings and the region continues to offer opportunities to tap into fast-growing businesses within dynamic economies. With developed markets widely expected to see modest growth in the years ahead, Asia's economic advantages and increasing number of high-quality companies are likely to remain attractive to long-term investors. David Hinde Chairman 6 July 2010 MANAGER'S REPORT Manager's Review Market & Economic Review The twelve months to the end of April 2010 saw a strong rebound in Asian economies and stockmarkets. The quick, decisive and meaningful supports put in place by authorities across the region successfully halted the steep declines in economic growth that had resulted from the West's financial crisis and the ensuing global recession. Against a backdrop of record low interest rates and large-scale stimulus spending, Asian economies strengthened throughout the period and having been heavily sold down, Asian stocks benefited from an abrupt change in investors' risk appetite. As Asia's dominant economy, China led the region's economic rebound. Having seen GDP growth decelerate sharply at the start of 2009, to 6.1% year-on-year (y-o-y) in the first quarter, the economy posted 11.9% y-o-y expansion by the first quarter of 2010. In addition to monetary and fiscal support, the gradual improvement in global conditions, with export demand from developed economies slowly gaining momentum, spurred China's recovery. More importantly for China's long-term development was the greater role played by domestic demand. Government efforts to boost spending and to strengthen the social safety net saw activity among Chinese consumers steadily improve, and by April of this year retail sales were growing at 18.5% y-o-y. While not experiencing the same level of growth, other major Asian economies, including India, Indonesia and Korea, also achieved robust recoveries. The strength of the upturn resulted in bank reserve requirements being increased in China and India to slow the pace of loan growth, with India also increasing interest rates to slow inflationary pressures. Equities in India were further supported by a decisive election victory for Prime Minister Manmohan Singh's incumbent government, which was seen as potentially accelerating economic reform. In Thailand, anti-government protests saw a rise in market volatility, but the equity market still provided a robust return over the year as a whole. With economic activity rising, corporate earnings picked up sharply and a return of merger and acquisition activity was a further sign of improved confidence. While year-on-year comparisons were flattered by the weakness of earnings in the early part of 2009, companies including Samsung Electronics and Hyundai Motor recorded exceptional increases in profits for the first quarter of 2010. The strength of economic growth in China and Hong Kong was positive for real estate companies as home sales and prices rose sharply, reflected in Hong Kong real estate group Cheung Kong recording a 53% rise in 2009 profits. Chinese banks were prominent, as they raised fresh capital to strengthen their balance sheets following the record loan growth achieved in 2009, with China Construction Bank announcing Asia's largest ever rights issue at a value of US$11 billion. Company performance In the twelve months to the end of April 2010, the Company's net asset value increased by 55.1% (diluted NAV, total return, adjusted for sterling), outperforming the benchmark, the MSCI All Countries Asia Pacific ex Japan Index, which gained 50.9% (total return, adjusted for sterling). During the period, the Company benefited from strong individual stock performances within the real estate sector, including the significant position in Hong Kong-based developer Wharf (Holdings). The company's operating performance benefited also from an environment of low interest rates and robust demand, which translated into rising prices and increased activity. Stock selection within the machinery sector was also beneficial to returns, led by the holding in Jain Irrigation. The group manufactures irrigation systems which are a growing requirement of India's agricultural sector. In the period under review the shares were further supported by news that the Indian government plans to increase its expenditure on irrigation projects significantly. Underweight exposure to the commercial banking sector detracted from performance, as this area of the market experienced a strong rebound as the economic recovery in Asia gathered pace. The Company's position in the tobacco sector, through Korean group KT&G Corporation, also had a negative impact, as the stock trailed the performance of the wider market given its more defensive earnings profile. Outlook for Asian economies and markets Asian equity markets face some very different challenges to those that prevailed at the beginning of the period. Widespread concerns about the Western financial sector, global economic weakness and falling asset prices have been replaced by a focus on policy tightening and worries about the potential for asset price bubbles. The position today reflects the success that Asian authorities have had in supporting their economies and with growth now on a much stronger footing we believe it is appropriate for governments and central banks to be reconsidering policies and measures that were implemented during the depths of the downturn. The pace at which these stimulus measures are withdrawn will be an important theme throughout the remainder of the year. While there is a risk that tightening may happen too quickly, placing the sustainability of the recovery in doubt, this is not a scenario we anticipate. We expect to see further gradual removal of fiscal and monetary supports, a strategy that has already begun in some countries, most notably in China and India. The central reason for our expectation that tightening will take place over an extended period is that export performance, while undoubtedly stronger, has yet to demonstrate sustainable growth. Authorities are unlikely to tighten aggressively with the medium-term recovery in developed economies still uncertain, highlighted by the recent issues in the Eurozone, and a lack of clarity still surrounding Western demand. With economic fundamentals continuing to improve, valuations among Asian equity markets have moved well above the undervalued levels that existed for much of last year. However, markets have de-rated recently due to global concerns, making Asian stocks look attractively valued again and they are now trading slightly below their historical averages. Looking ahead, our expectations for this year are positive, but more modest compared with the exceptional returns achieved over the last twelve months. Encouragingly, we continue to find attractive long-term opportunities in specific areas. Volatility is likely to remain a factor in the short-term, particularly with sovereign debt concerns rising in Europe, but we would view any periods of weakness as opportunities to build positions in undervalued and high-quality Asian companies. Consensus estimates indicate earnings growth in the region of 30% to 40% in 2010 which would be very supportive of valuations. We also believe that this kind of earnings growth is achievable, as many Asian companies have aggressively cut costs and are now experiencing a healthy pick-up in demand. Longer-term, the key supports of high savings rates, a young and motivated population and generally low government deficits remain in place. In our view, this should translate into continued outperformance over Western peers and we are optimistic about Asia's long-term potential. Strategy We believe that domestic demand in Asia is likely to be a defining theme for equity markets in the region in the years ahead and the Company is positioned to exploit this opportunity. Currently, we have exposure to high-growth Chinese internet companies which are trading at discounts to the wider market. We remain overweight in the food & beverages sector, as in our view these businesses trade on undemanding valuations and will be able to capitalise on greater demand as both incomes and living standards in Asia rise. We also favour the real estate sector as consumer debt is low, monetary policy remains loose and affordability levels are acceptable. In addition, the long-term shift from rural to urban lifestyles in Asia provides a powerful structural support. Insurance companies make up a significant element of the Company's assets, as we are able to find businesses with strong growth prospects trading on attractive valuations. We also hold selected information technology companies which have come through the downturn with stronger competitive advantages and lower cost bases, enhancing their profitability. We believe too that robust economic growth coupled with supportive monetary conditions will be positive for businesses in China and Hong Kong which together represent our largest geographic exposure. We have a lower exposure to Australia than the benchmark as we believe that the country's growth prospects will lag those of its Asian counterparts and we see limited value in materials and Australian banks which represent a large proportion of the Australian market. We are also underweight in some of the smaller Asian markets, including Singapore, Thailand and Malaysia, where valuation levels, although not expensive, should remain low as a result of political uncertainty (in Thailand) or which offer less compelling growth potential relative to that available in the larger Asian countries. Stuart Parks Investment Manager 6 July 2010 INVESTMENTS IN ORDER OF VALUATION at 30 April 2010 Ordinary shares unless stated otherwise R: Red Chip Holdings H: H-Shares At Market % of Value Portfolio Company Principal Activity Country £'000 Samsung Electronics Technology Hardware South Korea 8,874 5.7 Equipment Jardine Matheson Capital Goods Hong Kong 6,815 4.4 China Taiping Insurance Hong Kong 4,447 2.9 InsuranceR Taiwan Semiconductor Manufacturing Semiconductors Taiwan 4,196 2.7 West China Cement Materials United 4,031 2.6 Kingdom Hutchison Whampoa Capital Goods Hong Kong 3,687 2.4 United Phosphorus Materials India 3,386 2.3 Wharf Diversified Financials Hong Kong 3,068 2.0 Jain Irrigation Capital Goods India 2,849 1.8 Petrochina Energy China 2,847 1.8 Top Ten Holdings 44,200 28.6 Infosys Technologies Software & Services India 2,847 1.8 China MobileR Telecommunication Hong Kong 2,822 1.8 Services QBE Insurance Insurance Australia 2,808 1.8 Hon Hai Precision Technology Hardware Taiwan 2,690 1.8 Equipment BHP Billiton Materials Australia 2,688 1.8 Daegu Bank Banking South Korea 2,680 1.7 Industrial & Commercial Bank of ChinaH Banking China 2,664 1.7 Hyundai Motor Automobiles & Components South Korea 2,638 1.7 Shinhan Financial Banking South Korea 2,611 1.7 Bank of ChinaH Banking China 2,593 1.7 Top Twenty Holdings 71,241 46.1 Downer Edi Commercial & Professional Services Australia 2,473 1.6 Cheung Kong Real Estate Hong Kong 2,432 1.6 Shanda Interactive Software & Services China 2,421 1.6 Posco Materials South Korea 2,319 1.5 Mediatek Semiconductors Taiwan 2,311 1.5 Daphne International Consumer Durables and Hong Kong 2,302 1.5 Apparel China Pacific Insurance China 2,224 1.4 InsuranceH China Life Insurance Insurance Taiwan 2,161 1.4 Wumart StoresH Food & Staples Retailing China 2,137 1.4 Zehjiang ExpresswayH Transportation China 2,137 1.4 Top Thirty Holdings 94,158 61.0 Newcrest Mining Materials Australia 2,080 1.3 Hengan International Household & Personal Hong Kong 2,045 1.3 Products Beijing EnterprisesR Capital Goods Hong Kong 2,026 1.3 Venture Technology Hardware Singapore 2,025 1.3 Equipment Perusahaan Gas Utilities Indonesia 2,018 1.3 Far Eastern New Capital Goods Taiwan 1,921 1.3 Century Filinvest Land Real Estate Philippines 1,910 1.2 Standard Chartered Banking United 1,890 1.2 Kingdom Hyundai Mobis Automobiles & Components South Korea 1,800 1.2 Cimb Group Holding Banking Malaysia 1,799 1.2 Top Forty Holdings 113,672 73.6 At Market % of Value Portfolio Company Principal Activity Country £'000 Iluka Resources Materials Australia 1,797 1.2 Westpac Bank Banking Australia 1,753 1.1 Unilever Indonesia Household & Personal Indonesia 1,741 1.1 Products HKR International Real Estate Hong Kong 1,718 1.1 Polaris Securities Diversified Financials Taiwan 1,700 1.1 Metro Bank & Trust Banking Philippines 1,686 1.1 Dah Sing Banking Hong Kong 1,676 1.1 Housing Development Banking India 1,673 1.1 Finance Delta Electronics Technology Hardware Taiwan 1,669 1.1 Equipment Shinsegae Food & Staples Retailing South Korea 1,573 1.0 Top Fifty Holdings 130,658 84.6 Yingde Gases Materials Hong Kong 1,543 1.0 Samsung Fire & Marine Non-life Insurance South Korea 1,468 1.0 Noble Capital Goods Hong Kong 1,350 0.9 KWG Property Holdings Real Estate Hong Kong 1,282 0.8 Sina Corporation Software & Services China 1,274 0.8 Parkway Life Real Real Estate Singapore 1,249 0.8 Korean Reinsurance Insurance South Korea 1,230 0.8 GS Engineering Capital Goods South Korea 1,207 0.8 Fosters Food, Beverages & Tobacco Australia 1,158 0.8 Chunghwa Telecom Telecommunication Taiwan 1,136 0.7 Services Top Sixty Holdings 143,555 93.0 CPN Retail Growth Real Estate Thailand 995 0.6 Bank of Baroda Banking India 977 0.6 Metro Pacific Diversified Financials Philippines 976 0.6 Investments Ehouse China Real Estate China 963 0.6 M.P. Evans Food, Beverages & Tobacco United 922 0.6 Kingdom Bandar Raya Real Estate Malaysia Development - Ords 735 0.5 - Warrants 132 0.1 867 0.6 Petra Foods Food, Beverages & Tobacco Singapore 832 0.6 BK Rakyat Banking Indonesia 831 0.6 China Real Estate Real Estate United 824 0.5 Opportunities Kingdom Hong Kong Aircraft Transportation Hong Kong 769 0.5 Top Seventy Holdings 152,511 98.8 Dickson Concept Retailing Hong Kong 655 0.4 International Wah Lee Industrial Capital Goods Taiwan 390 0.3 Dabur India Household & Personal India 360 0.2 Products Jardine Strategic Capital Goods Hong Kong 318 0.2 Krisassets Holdings Capital Goods Malaysia 111 0.1 TOTAL 154,345 100.0 Classification of Investments by Country/Sector at 30 April 2010 2009 At % of At % of Valuation Portfolio Valuation Portfolio £'000 £'000 Australia Consumer Staples 1,158 0.8 - - Materials 6,565 4.2 3,860 4.0 Industrials 2,473 1.6 1,204 1.2 Financials 4,561 3.0 4,022 4.1 Utilities - - 1,160 1.2 14,757 9.6 10,246 10.5 China Energy 2,847 1.9 2,443 2.5 Consumer Staples 2,137 1.4 904 0.9 Industrials 2,137 1.4 748 0.8 Healthcare - - 76 0.1 Financials 8,444 5.4 5,642 5.7 Information Technology 3,695 2.4 1,311 1.3 19,260 12.5 11,124 11.3 Hong Kong Consumer Staples 2,045 1.3 3,273 3.3 Materials 1,543 1.0 493 0.5 Consumer Discretionary 2,957 1.9 348 0.3 Industrials 14,965 9.7 8,068 8.2 Financials 14,623 9.5 10,268 10.4 Telecommunication 2,822 1.8 2,550 2.6 Services 38,955 25.2 25,000 25.3 India Consumer Staples 360 0.2 188 0.2 Materials 3,386 2.3 2,337 2.4 Industrials 2,849 1.8 1,451 1.5 Financials 2,650 1.7 1,967 2.0 Information Technology - - 1,422 1.4 Telecommunication 2,847 1.8 1,698 1.7 Services 12,092 7.8 9,063 9.2 Indonesia Consumer Staples 1,741 1.1 851 0.9 Materials - - 433 0.4 Financials 831 0.6 - - Utilities 2,018 1.3 - - 4,590 3.0 1,284 1.3 Malaysia Industrials 111 0.1 87 0.1 Financials 2,666 1.7 521 0.6 2,777 1.8 608 0.7 2010 2009 At % of At % of Valuation Portfolio Valuation Portfolio £'000 £'000 Philippines Financials 4,572 3.0 1,302 1.4 4,572 3.0 1,302 1.4 Singapore Energy - - 345 0.3 Consumer Staples 832 0.6 374 0.4 Industrials - - 1,267 1.3 Financials 1,249 0.8 679 0.7 Information Technology - - 1,171 1.2 Telecommunication 2,025 1.3 - - Services 4,106 2.7 3,836 3.9 South Korea Consumer Staples 1,573 1.0 3,813 3.9 Materials 2,319 1.5 985 1.0 Industrials 1,207 0.8 1,283 1.3 Consumer Discretionary 4,438 2.9 - - Financials 7,989 5.2 1,942 2.0 Information Technology 8,874 5.7 5,528 5.6 Telecommunication - - 1,404 1.4 Services Utilities - - 1,228 1.2 26,400 17.1 16,183 16.4 Taiwan Industrials 2,311 1.5 3,839 3.9 Financials 3,861 2.5 3,180 3.2 Information Technology 10,866 7.1 8,094 8.3 Telecommunication 1,136 0.7 - - Services 18,174 11.8 15,113 15.4 Thailand Energy - - 900 0.9 Financials 995 0.6 724 0.7 995 0.6 1,624 1.6 Other Materials 4,031 2.6 1,816 1.8 Financials 2,714 1.7 358 0.4 Consumer Staples 922 0.6 759 0.8 7,667 4.9 2,933 3.0 Total 154,345 100.0 98,316 100.0 PRINCIPAL RISKS AND UNCERTAINTIES The principal risk factors relating to the Company can be divided into the following areas: Investment Objective The Company's investment objective is described in the annual financial report. There is no guarantee that the Company's investment objective will be achieved or will provide the returns sought by the Company. Investment Process At the core of the investment manager's philosophy is a belief in active investment management. Fundamental principles drive a genuinely unconstrained investment approach, which aims to deliver attractive total returns over the long term. The investment process emphasises pragmatism and flexibility, active management, a focus on valuation and the combination of top-down and bottom-up fundamental analysis. Bottom-up analysis forms the basis of the investment process. It is the key driver of stock selection and is expected to be the main contributor to alpha generation within the portfolio. Portfolio construction at sector level is largely determined by this bottom-up process but is also influenced by top-down macro economic views. Research is structured to provide a detailed understanding of a company's key historical and future business drivers, such as demand for its products, pricing power, market share trends, cash flow and management strategy. This allows the Manager to form an opinion on a company's competitive position, its strategic advantages/disadvantages and the quality of its management. Each member of the investment management team travels to the region between three and four times per year. In total the team has contact with around 700 companies a year. The Manager will also use valuation models selectively in order to understand the assumptions that brokers/analysts have incorporated into their valuation conclusions and as a structure into which the Manager can input his own scenarios. Risk management is an integral part of the investment management process. Core to the process is that risks taken are not incidental but are understood and taken with conviction. The Manager controls stock-specific risk effectively by ensuring that portfolios are always appropriately diversified. Also, in-depth and constant fundamental analysis of the portfolio's holdings provide the Manager with a thorough understanding of the individual stock risk taken. The internal Performance & Risk Team, an independent team, ensures that the Manager adheres to the portfolio's investment objectives, guidelines and parameters. There is also a culture of challenge and debate between managers regarding portfolio construction and risk. Portfolio performance is substantially dependent on the performance of Asian and Australasian equities. Stocks are influenced by the general health of the economies in the Far Eastern region. The Board recognises that market conditions will affect portfolio performance. For a fuller discussion of the economic and market conditions facing the Company and the prospects for future performance, please see the Chairman's Statement and the Manager's Report in the annual financial report. Market Movement and Portfolio Performance The Company's investments are traded on the Far Eastern, Indian and Australasian stockmarkets. The principal risk for investors in the Company is of a significant fall and/or a prolonged period of decline in the markets. This could be triggered by unfavourable developments within the region or events outside it. Additionally, performance can be geared by bank borrowings which may accentuate any decline in performance. Other significant risks include consistent underperformance by the Manager, or the market rating of the Company failing to reflect good performance. The value of investments held within the portfolio is influenced by many factors including the general health of the world economy, interest rates, inflation, government policies, industry conditions, political and diplomatic events, tax laws, environmental laws, and by changing investor demand. The Manager strives to maximise the return from the investments held, but these investments are influenced by market conditions and the Board acknowledges the external influences on portfolio performance. While the Board obviously cannot influence market movements, it is vigilant in monitoring and taking steps to mitigate the effects of falls in markets when they occur. As has been indicated, the Manager's performance is carefully monitored by the Board, and the continuation of the Manager's mandate is revisited annually. The Board has established guidelines to ensure that the investment policy that it has approved is pursued by the Manager. The Board and the Manager maintain an active dialogue with the aim of ensuring that the market rating of the Company's shares reflects the underlying net asset value, and buy-back facilities are in place to assist in the management of this process. Share issuance facilities were rejected by shareholders at the AGM held in 2009. The past performance of the Company, and all of the investments in the portfolio, are not necessarily indicative of future performance. Foreign Exchange Risks The Company will account for its activities and report its results in sterling, while investments will be made and realised in other currencies. The net asset value of the Company will be reported in sterling. It is not generally the Company's policy to engage in currency hedging. Accordingly, the movement of exchange rates between sterling and the other currencies in which the Company's investments are denominated or its borrowings are drawn down may have a material effect, unfavourable or favourable, on the returns otherwise experienced on the investments made by the Company. The Ordinary Shares The market value of, and the income derived from, the Company's ordinary shares can fluctuate and may go down as well as up. The market value may not always reflect the NAV per ordinary share. The market price of an ordinary share may therefore trade at a discount to its NAV. As at 30 April 2010, an ordinary share of the Company traded at a discount to the diluted NAV (ex income) of 9.6%. The market value of the ordinary shares will be affected by a number of factors, including the dividend yield from time to time of the ordinary shares, prevailing interest rates and supply and demand for those ordinary shares, along with wider economic factors and changes in the law, including tax law and political factors. The market value of an ordinary share may therefore vary considerably from its underlying value. There can be no guarantee that any appreciation in the value of the Company's investments will occur and investors may not get back the full value of their investment. Although the ordinary shares are listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities, it is possible that there may not be a liquid market in the ordinary shares and shareholders may have difficulties in selling them. Derivatives The Company may enter into derivative transactions approved by the Board for efficient portfolio management. Derivative instruments can be highly volatile and expose investors to a high risk of loss. There is a risk that the returns on the derivative do not exactly correlate to the returns on the underlying investment, obligation or market sector being hedged against. If there is an imperfect correlation, the Company may be exposed to greater loss than if the derivative had not been entered into. Gearing Performance may be geared by way of an unsecured £15 million credit facility with its Custodian, the Bank of New York Mellon. In current market conditions, there is no guarantee that the Company's loan facility would be renewable at maturity or on terms acceptable to the Company. If it were not possible to renew this facility or replace it with another lender, the amounts owing by the Company would need to be funded by the sale of securities. Gearing levels may change from time to time in accordance with the investment manager's assessment of risk and reward. As a consequence of gearing, any reduction in the value of the Company's investments would lead to a correspondingly greater reduction in its net asset value (which is likely to affect the Company's share price adversely). Any reduction in the number of shares in issue (for example as a result of buy-backs) will, in the absence of a corresponding reduction in borrowings, result in an increase in the Company's gearing. Regulatory and Tax Related The Company is subject to various laws and regulations by virtue of its status as an investment trust and its listing on the London Stock Exchange. A breach of s1158 CTA (previously s842 ICTA) could lead to the Company being subject to capital gains tax on the profits arising from the sale of its investments. A serious breach of other regulatory rules might lead to suspension from the Stock Exchange or to a qualified Audit Report. Other control failures, either by the Manager or any other of the Company's service providers, might result in operational or reputational problems, erroneous disclosures or loss of assets through fraud, as well as breaches of regulations. The Manager reviews the level of compliance with s1158 CTA (previously s842 ICTA) and other financial regulatory requirements on a regular basis. All transactions, income and expenditure are reported to the Board. The Board regularly considers all perceived risks and the measures in place to control them. The Board ensures that satisfactory assurances are received from service providers. The Manager's Compliance and Internal Audit Officers produce regular reports for review by the Company's Audit Committee. Risks and risk management policies are also detailed in the notes to the financial statements in the annual financial report. RELATED PARTY TRANSACTIONS David Hinde, the Chairman of the Company, is a non-executive director of Dah Sing Banking Group, and the Fund holds shares in that company equivalent to 1.1% (2009: 1.1%) of the value of the portfolio. The Board has delegated authority for investment selection to the Manager and the Manager has selected this investment independently in accordance with the investment objective set out in the annual financial report. The Board as a whole reviews the investment portfolio on a regular basis and is satisfied that the investment was selected in an objective manner and that no conflict of interest has arisen as a result of the selection of this stock. Invesco Asset Management Limited, a wholly-owned subsidiary of Invesco Ltd, acts as Manager and Company Secretary to the Company. Details of Invesco Asset Management Limited's services and fees are given in notes 3 and 4 to the financial statements in the annual financial report. Full details of Directors' interests are set out in the Report of the Directors in the annual financial report. DIRECTORS' RESPONSIBILITY STATEMENT in respect of the preparation of the annual financial report The Directors are responsible for preparing the annual financial report in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under the law the Directors have elected to prepare financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law, the Directors must not approve the accounts unless they are satisfied that they 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: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • state whether applicable 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 which 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 which enable them to ensure that the financial statements comply with the Companies Act 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, a Directors' Remuneration Report and a Corporate Governance Statement that comply with that law and those regulations. In so far as each of the Directors is aware: • there is no relevant audit information of which the Company's Auditors are unaware; and • the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the Auditors are aware of that information. The Directors of the Company each confirm to the best of their knowledge that: • the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and • this annual financial report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. David Hinde Chairman Signed on behalf of the Board of Directors 6 July 2010 Income Statement for the year ended 30 April 2010 2009 Revenue Capital Total Revenue Capital Total Return Return Return Return Return Return £'000 £'000 £'000 £'000 £'000 £'000 Gains/(losses) on Investments - 52,680 52,680 - (19,748) (19,748) Losses on foreign currency - (195) (195) - (98) (98) revaluation Income 3,066 - 3,066 2,711 - 2,711 Investment management Fee (251) (754) (1,005) (165) (496) (661) Other expenses (466) (12) (478) (437) (23) (460) Return before finance costs and taxation 2,349 51,719 54,068 2,109 (20,365) (18,256) Finance costs (17) (51) (68) (11) (34) (45) Return on ordinary activities before 2,332 51,668 54,000 2,098 (20,399) (18,301) tax Tax on ordinary (148) 64 (84) (635) 149 (486) activities Net return on ordinary activities after tax for the financial year 2,184 51,732 53,916 1,463 (20,250) (18,787) Return per ordinary share: Basic 2.4p 55.1p 57.5p 1.6p (21.6)p (20.0)p Diluted 2.3p 54.9p 57.2p 1.6p (21.6)p (20.0)p The total return column of this statement represents the Company's profit and loss account prepared in accordance with the accounting polices detailed in note 1 to the financial statements. The supplementary revenue and capital columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies. All items in the above statement derive from continuing operations and the Company has no other gains or losses, therefore no statement of total recognised gains and losses is presented. No operations were acquired or discontinued in the year. reconciliation of movements in shareholders' funds for the year ended 30 April Capital Share Share Redemption Special Capital Revenue Capital Premium Reserve Reserve Reserve Reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 30 April 2008 9,383 74,588 1,863 11,798 18,475 2,755 118,862 Net return for the - - - - (20,250) 1,463 (18,787) year Final dividend - - - - - (1,408) (1,408) At 30 April 2009 9,383 74,588 1,863 11,798 (1,775) 2,810 98,667 Net return for the - - - - 51,732 2,184 53,916 year Capitalise share premium for payment in full of subscription shares 188 (188) - - - - - Cost of subscription share issue - (241) - - - - (241) Final dividend - - - - - (1,408) (1,408) At 30 April 2010 9,571 74,159 1,863 11,798 49,957 3,586 150,934 BALANCE SHEET At 30 April 2010 2009 £'000 £'000 Fixed assets Investments designated at fair 154,345 98,316 value Current assets Debtors 752 651 Cash at bank 1,246 568 1,998 1,219 Creditors: amounts falling due within (5,409) (795) one year Net current (liabilities)/assets (3,411) 424 Total assets less current liabilities 150,934 98,740 Provisions - (73) Total net assets 150,934 98,667 Capital and reserves Share capital 9,571 9,383 Share premium 74,159 74,588 Other reserves: Capital redemption reserve 1,863 1,863 Special reserve 11,798 11,798 Capital reserve 49,957 (1,775) Revenue reserve 3,586 2,810 Total Shareholders' funds 150,934 98,667 Net asset value per ordinary share Basic 160.8p 105.1p Diluted 154.9p 105.1p These financial statements were approved and authorised for issue by the Board of Directors on 6 July 2010. David Hinde Chairman Signed on behalf of the Board of Directors Cash Flow Statement for the year ended 30 April 2010 2009 £'000 £'000 Cash inflow from operating activities 1,203 1,405 Servicing of finance (70) (41) Taxation (336) (112) Capital expenditure and financial investment (3,275) 2,199 Dividends paid (1,408) (1,408) Net cash (outflow)/inflow before management of liquid resources and financing (3,886) 2,043 Management of liquid resources - 56 Financing 4,759 (2,500) Increase/(decrease) in cash in the year 873 (401) Reconciliation of cash flow to movement in net 2010 2009 (debt)/funds £'000 £'000 Increase/(decrease) in cash in the year 873 (401) Cash (inflow)/outflow from movement in debt (5,000) 2,500 Cash inflow from decrease in liquid resources - (56) Change in net (debt)/funds resulting from cash (4,127) 2,043 flows Translation differences (195) (98) Movement in net (debt)/funds in the year (4,322) 1,945 Net funds/(debt) at beginning of year 568 (1,377) Net (debt)/funds at end of year (3,754) 568 NOTES TO THE FINANCIAL STATEMENTS 1. Basis of Preparation Accounting Standards Applied The financial statements have been prepared under the historical cost convention, except for the measurement at fair value of investments, and in accordance with applicable United Kingdom Accounting Standards and with the Statement of Recommended Practice (`SORP') `Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies in January 2009. 2. Income 2010 2009 £'000 £'000 Income from investments Overseas dividends 2,839 2,599 Scrip dividends 207 58 UK dividends 19 19 Total dividend income 3,065 2,676 Other income Interest 1 35 Total income 3,066 2,711 3. Investment management fee 2010 2009 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment management 251 754 1,005 167 503 670 fee VAT recovered on - - - (2) (7) (9) management fees 251 754 1,005 165 496 661 4. Return per ordinary share 2010 2009 £'000 £'000 Return per ordinary share is based on the following: Revenue return 2,184 1,463 Capital return 51,732 (20,250) Total return 53,916 (18,787) 2010 2009 Weighted number of ordinary shares in issue during the 93,837,425 93,837,425 year used for the purpose of the basic calculation Weighted number of ordinary shares in issue during the 94,261,260 93,837,425 year used for the purpose of the diluted calculation Basic Revenue return per share 2.4p 1.6p Capital return per share 55.1p (21.6)p Total return per share 57.5p (20.0)p Diluted Revenue return per share 2.3p 1.6p Capital return per share 54.9p (21.6)p Total return per share 57.2p (20.0)p The diluted return per ordinary share represents the return on ordinary activities after taxation divided by the weighted average number of ordinary share in issue during the year as adjusted for the conversion of all outstanding subscription shares into ordinary shares at the year-end. For this purpose, the 125p proceeds from the conversion are regarded as having been received from the issue of ordinary shares at the average market price of ordinary shares during the year. The difference between the number of ordinary shares issued and the number of ordinary shares that would have been issued at the average market price of ordinary shares during the year is treated as an issue of ordinary shares for no consideration. There was no dilution to the returns for the year ended 30 April 2009 as there were no dilutive potential ordinary shares in issue at that date. 5. Dividends Dividends on shares paid in the year: 2010 2009 Pence £'000 Pence £'000 Final dividend in respect of previous year 1.5 1,408 1.5 1,408 Dividend on shares payable in respect of the current year: 2010 2009 Pence £'000 Pence £'000 Final dividend proposed 2.25 2,111 1.5 1,408 6. Share capital 2010 2009 £'000 £'000 Authorised: 150,000,000 (2009: 150,000,000) ordinary shares of 10p 15,000 15,000 each 20,000,000 (2009: none) subscription shares of 1p each 200 - 15,200 15,000 Allotted, called-up and fully paid: 93,837,425 (2009: 93,837,425) ordinary shares of 10p each 9,383 9,383 18,767,485 (2009: none) subscription shares of 1p each 188 - 9,571 9,383 Subscription Shares During the year, the Company increased the issued share capital by the addition of 20 million subscription shares of 1p each. On 12 August 2009 a total of 18,767,485 subscription shares were allotted to Shareholders on the register on 11 August 2009, on the basis of one subscription share for every five ordinary shares held as at that date. Each subscription share confers the right to subscribe for one ordinary share on or around 31August for each of the years 2010 to 2012 at an exercise price of 125p per share. 7. Net asset value 2010 2009 Basic: Ordinary shareholders' funds £ £ 150,934,000 98,667,000 Number of ordinary shares in issue 93,837,425 93,837,425 Net asset value per ordinary share 160.8p 105.1p Diluted: Ordinary shareholders' funds £ £ 174,394,000 98,667,000 Number of ordinary shares in issue 112,604,910 93,837,425 Net asset value per ordinary share 154.9p 105.1p The diluted net asset value per ordinary share assumes that all outstanding subscription shares were converted into ordinary shares at the year end based on an exercise price for the subscription shares of 125p per share. There was no dilution to the net asset value at 30 April 2009 as there were no dilutive potential ordinary shares in issue at that date. 8. This Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 30 April 2010 have been agreed with the auditors and are an abridged version of the Company's full accounts, which have been approved and audited with an unqualified report. The 2009 and 2010 statutory accounts received unqualified reports from the Company's auditors and did not include any reference to matters to which the auditors drew attention by way of emphasis without qualifying the reports, and did not contain a statement under s498 of the Companies Act 2006. The financial information for 2009 is derived from the statutory accounts for 2009 which have been delivered to the Registrar of Companies. The 2010 accounts will be filed with the Registrar of Companies in due course. 9. The Audited Annual Financial Report will be posted to shareholders shortly. Copies may be obtained during normal business hours from the Company's registered office, 30 Finsbury Square, London, EC2A 1AG. A copy of the Annual Financial Report will be available from Invesco Perpetual on the following website: www.invescoperpetual.co.uk/investmenttrusts 10. The Annual General Meeting of the Company will be held at 12.00 noon on 5 August 2010 at 30 Finsbury Square, London EC2A 1AG. By order of the Board Invesco Asset Management Limited - Company Secretary 6 July 2010
UK 100