Half-yearly Report

Invesco Perpetual UK Smaller Companies Investment Trust plc Half-yearly Financial Report Six months to 31 July 2007 FINANCIAL INFORMATION AND PERFORMANCE STATISTICS The Benchmark Index of the Company is the Extended Hoare Govett Smaller Companies Index (excluding investment trusts). Total return (all income reinvested) At At % for the six months ended 31 July 31 July 31 January 2007: 2007 2007 Change Net asset value* +5.5 Benchmark index* +2.4 FTSE All-Share index* +4.3 Net asset value and share price: Net asset value per ordinary share: - Balance Sheet 237.3p 226.3p +4.9 - after deducting proposed dividend 235.8p 224.6p +5.0 Mid-market price per ordinary share 198.0p 195.5p +1.3 Discount per ordinary share 16.6% 13.6% Shareholders' funds (£'000)(1) 149,836 151,165 -0.9 Capital return - Indices: Benchmark* +1.3 FTSE All-Share Index* +2.4 Six Months Ended 31 July 31 July 2006 2007 Return and dividend per ordinary share: Revenue return 2.1p 1.7p Capital return 8.8p 2.9p Total return 10.9p 4.6p Interim dividend 1.5p 1.4p +7.1 At At At 31 July 31 January 31 July 2007 2007 2006 Gearing Actual gearing (2) 100 100 100 Potential gearing (3) 117 117 120 Asset gearing (4) 98 99 99 1. Includes effects of share buy backs in the period. 2. Actual gearing reflects the amount of loans already arranged and in use by the Company. A gearing level of 100 indicates there is no gearing. 3. Potential gearing is based on the lower of 30% of net asset value and £25 million. 4. Asset gearing reflects the amount of loans actively invested in assets and not held in cash. * Source: Datastream and Fundamental Data CHAIRMAN'S STATEMENT AND INTERIM MANAGEMENT REPORT FOR THE SIX MONTHS ENDED 31 JULY 2007 Chairman's Statement In the six months ended 31 July 2007, the net asset value ("NAV") per share increased by 5.5% outperforming our benchmark index, the Extended Hoare Govett Smaller Companies Index (excluding investment trusts) which advanced by 2.4% on a total return basis. Over the same period, the mid-market price per share rose by 1.3% and the discount to NAV increased from 13.6% at 31 January 2007 to 16.6% at 31 July 2007. Since then, the discount to NAV has moved back to 14.8% at 25 September 2007. The Manager's Report on the following pages gives a more detailed account of the period, together with a commentary on the investment and portfolio strategy. The Manager continues to run a balanced and well-diversified portfolio, with a bias towards non-cyclical businesses with low exposure to the UK consumer. The Company has proved resilient over this turbulent six month period. Share buy backs During the period under review, the Company bought back and cancelled a total of 3.65 million shares at an average price of 199.5p and at an average discount to NAV of over 15.6%. The combined effect has been to buy in 5.6% of the issued share capital and to enhance NAV by approximately 0.9%. Since the period end, a further 172,705 shares have been bought back for cancellation at an average price of 190.4p per share and at an average discount of 16.9%. Interim dividend I am pleased to report that, for the six months ended 31 July 2007, an interim dividend of 1.5p per share will be paid, on 26 October 2007 to shareholders on the Register on 28 September 2007, an increase of 7.1% on last years interim dividend of 1.41p. Change of investment objective At the AGM held on 9 May 2007, a resolution was passed to amend the investment objective of the Company to one of achieving long-term total returns rather than capital growth alone. The objective of the Company is now to achieve long-term total return for our shareholders via an investment vehicle which gives access to a broad cross section of small to medium sized UK quoted companies. Outlook Investors today are rightly concerned about the US sub-prime issue, the possible contagion to other financial institutions and the impact on economic growth. Whilst the risks should not be understated, as amply demonstrated by events at Northern Rock, we believe this liquidity crisis will be overcome with the appropriate intervention from central banks and that global economies will escape anything worse than some slowdown. If this is correct, then equity markets could soon begin to recover their poise. Small companies should participate in any recovery although, in this more risk aware environment, it would not be surprising to see them lag their larger counterparts until confidence is restored. However, reflecting this overall view, the Company has moved from holding cash balances in July to a modest level of gearing today. Ian Barby Chairman Investment Manager's Report Investment Review The six months under review has once again been a volatile period for the UK stock market. From the low at the beginning of March, the market rallied, strongly, adding 11% in 3 months. This gain was then largely reversed in June and July, as a wave of risk aversion swept through the markets, prompted by fears about inflation, interest rates and the possible knock-on effects of the sub-prime credit issues impacting the US. The market recovered modestly at the end of July, finishing the period with a small gain of 2.4%, as measured by the FTSE All-Share Index. Smaller companies modestly under performed the general UK market over the period with the benchmark index, the Extended Hoare Govett Smaller Companies Index (ex investment trusts), ending the period 1.3% higher. It could be argued that smaller companies, in any case, were due a set back, having risen more than 30% over the 12 months to the recent peak in June 2007. The Company has proved resilient over this turbulent period, increasing net assets (after deducting dividends payable) by 5.0%. The outperformance relative to the benchmark was driven by under-weight positions in the Real Estate, General Financial and Retail sectors, all of which declined over the period, and by overweight positions in the Healthcare and Aerospace & Defence which both performed strongly. At a company level, there were excellent contributions from our two largest holdings, VT Group, the support services and ship building group, and Synergy Healthcare which provides outsourced non-clinical services to the healthcare sector. For once, the Trust was not helped by its relatively underweight exposure to the AIM market, which increased 10.8% over the period. Around a third of the AIM market is made up of Mining, Oil & Gas and Basic Materials stocks which have had a strong run so far this year on the back of rising commodity prices. None of the Company's AIM holdings are resource companies and so the Company has not fully benefited from the recent rally of the junior market. The Trust was ungeared throughout the period. Investment and Portfolio Strategy The UK economy has remained buoyant over the period, with the high level of employment, rising wage levels and a robust UK housing market sustaining continued growth. However, Government spending is likely to remain under pressure with the budget deficit remaining in excess of 3% of GDP and with an overt increase in taxes unlikely before the next general election. Moreover, with falling real disposable income after interest charges and taxes, it is clear that consumers have resorted to increased debt levels in order to maintain their spending. This seems unsustainable, particularly in view of the recent rises in interest rates. If the UK consumer now decides to save a higher proportion of income in response to deteriorating credit conditions, a reduction in the housing wealth effect and concerns about retirement funding, then economic growth could slow sharply. Additionally, the continued strength of Sterling has created a headwind for UK exporters and UK companies with overseas earnings, particularly in US$ denominated markets. Overall, we expect economic conditions to remain relatively benign but with the risks skewed to the downside. After the period-end, there has been a further correction in the equity market triggered by the US sub-prime mortgage crisis. Much of the sub-prime mortgage debt was repackaged into collateralised debt obligations and sold on to hedge funds. The value of some of this debt has now been called into question prompting margin calls and redemptions which has resulted in forced selling of equities. In addition, banks have become more cautious about lending to private equity which has, in the short term at least, put an end to leveraged buy-out activity. This has had negative implications for company valuations in general but particularly for those share prices buoyed by takeover hopes. Banks have also become more cautious of lending to other financial institutions, as events at Northern Rock show. The difficulties at Northern Rock may well have negative connotations for UK housing but should also hasten a decline in interest rates. Our view is that these liquidity issues will be overcome, with the required intervention by central banks, and that global economic growth will experience a slowdown rather than anything more serious. However, this episode is a timely reminder of the folly of a prolonged period of easy money conditions and the fragility of the financial system that it can engender. The Company continues to hold a diversified portfolio of profitable, well established, quality companies with solid balance sheets. Given the potential for UK economic growth to decline from its currently robust level, the portfolio bias continues towards non-cyclical businesses with a low exposure to the UK consumer. With this in mind, we continue to be overweight in Healthcare which should continue to benefit from demographic trends and an increase in non-clinical NHS outsourcing, Aerospace and Defence, where a strong aerospace cycle and on-going geopolitical uncertainty should continue to drive demand into the medium term, and Support Services where many businesses benefit from a high level of recurring revenue which affords stability and visibility of earnings. Key sectors underweight include consumer related sectors such as Travel & Leisure and Retail for the reasons outlined above. Outlook The benchmark index had, by early September, fallen about 14% since the peak in early June, with many individual shares falling more sharply. This has been caused by the liquidity crisis spawned by the sub-prime issue. We believe this will be overcome with the help of central banks and that the world economy will experience no worse than a slowdown. Against such a background, stockmarkets should begin to recover in the coming months, which would justify our decision to move to a modest level of gearing within the Trust. Richard Smith Investment Manager - Smaller Companies Team Related party INVESCO Asset Management Limited ("IAML"), a wholly owned subsidiary of INVESCO PLC (formerly AMVESCAP PLC), acts as Manager and Secretary to the Company. Details of IAML's services and fees arrangements are given in the Annual Report and Accounts. Principal Risks and Uncertainties The majority of the Company's investments are traded on the main market of the London Stock Exchange. A smaller proportion of investments is traded on the AIM market. The principal risk for investors in the Company is of a significant fall in the markets and/or a prolonged period of decline in the markets relative to other forms of investment, as well as bad performance of individual portfolio companies. The Manager's approach to investment is one of individual stock selection. Market risk is mitigated via the stock selection process, together with the slow build-up of holdings rather than the purchase of large positions outright. This allows the Manager to observe more data points from a company before adding to a position. The overall portfolio is well diversified by company and sector. The weighting of an investment in the portfolio tends to be loosely aligned with the market capitalisation of that company. This means that the largest holdings will often be amongst the larger smaller companies available. The Manager remains cognisant at all times of the potential liquidity of the portfolio. The Manager is relatively risk averse, seeks lower volatility in the portfolio and aims relatively to outperform in more challenging markets. While investing in smaller companies can be subject to greater volatility and lower liquidity, the Company, in comparison to peer group investment trusts, invests in a portfolio that often has a higher than average market capitalisation and a lower than average exposure to the AIM market. The Board cannot influence market movements and the performance of portfolio companies. However, the performance of the Managers is carefully monitored by the Board, and the continuation of the Managers' mandate is revisited annually. The Board has established guidelines to ensure that the investment policy that it has approved is pursued by the Managers. The Board and the Managers maintain an active dialogue re the timing and desirability of share buy backs, with a view to reducing share price volatility and enhancing underlying net asset value; and there are in place both share buy-back and issuance facilities to help the management of this process. 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 s842 ICTA could lead to the Company being subject to capital gains tax in the sale of its investments. A serious breach of other regulatory rules might lead to suspension from the Stock Exchange or a qualified Audit Report. Other control failures, either by the Managers or any other of the Company's service providers, may result in operational or reputational problems, erroneous disclosures or loss of assets through fraud, as well as breaches of regulations. The Managers review the level of compliance with s842 ICTA and other financial regulatory requirements on a daily basis. All transactions, income and expenditure are reported to the Board. The Board regularly reviews risks, the measures in place to control them and the possibility of any other risks that could arise. The Board ensures that satisfactory assurances are received from service providers. The Managers' Compliance Officer produces regular reports for review at the Company's Audit Committee. The Board is of the view that the principal risks and uncertainties noted above will continue to apply to the Company for the following six month period ending 31 January 2008. 27 September 2007 THIRTY LARGEST INVESTMENTS % of AT 31 JULY 2007 Ordinary shares unless stated Valuation otherwise COMPANY ACTIVITY BY SECTOR £'000 Portfolio Synergy Healthcare Health Care 5,458 3.7 VT Industrials 4,104 2.8 Fenner Industrials 3,622 2.5 Chemring Industrials 3,151 2.1 RPS Support Services 3,103 2.1 Northgate Support Services 2,965 2.0 Dignity Consumer Services 2,677 1.8 Domestic & General Financials 2,666 1.8 Expro Oil & Gas 2,588 1.8 Cranswick Consumer Goods 2,375 1.6 SIG Industrials 2,366 1.6 Spectris Industrials 2,255 1.5 Charles Taylor 2,116 1.4 Consulting Financials Mouchel Parkman Support Services 2,099 1.4 Carillion Industrials 2,059 1.4 Homeserve Support Services 1,993 1.4 Care UK Health Care 1,878 1.3 Melrose Industrials 1,825 1.2 Hiscox Financials 1,820 1.2 Foseco Industrials 1,812 1.2 Victrex Basic Materials 1,796 1.2 Aveva Technology 1,625 1.1 Spirax-Sarco Engineering Industrials 1,605 1.1 Gyrus Health Care 1,603 1.1 Serco Industrials 1,553 1.1 Lupus Capital Industrials 1,537 1.0 Babcock Industrials 1,495 1.0 E2V Technologies Industrials 1,491 1.0 Genus Health Care 1,490 1.0 Luminar Consumer Services 1,475 1.0 68,602 46.4 Other Investments (110) 78,655 53.6 Total Investments (140) 147,257 100.00 RESPONSIBILITY STATEMENT IN RESPECT OF THE PREPARATION OF THE HALF-YEARLY FINANCIAL REPORT The Directors are responsible for preparing the half-yearly financial report using accounting policies consistent with applicable law and International Financial Reporting Standards. The Directors confirm that to the best of their knowledge: * the condensed set of financial statements contained within the half-yearly financial report have been prepared in accordance with the International Accounting Standard 34 `Interim Financial Reporting'; * the interim management report includes a fair review of the information required by the Disclosure and Transparency Rules 4.2.7 (indication of important events and their impact, and description of principal risks and uncertainties for the remaining six months of the financial year); and * the interim management report includes a fair review of the information required on related party transactions. Signed on behalf of the Board of Directors Ian Barby Chairman 27 September 2007 CONDENSED FINANCIAL STATEMENTS INCOME STATEMENT Six Months to 31 July 2007 Revenue Capital Total £'000 £'000 £'000 Gains on investments held at 6,141 6,141 fair value through profit or loss Income UK dividends 1,722 - 1,722 STIC interest 29 - 29 Deposit interest 47 - 47 Underwriting commission 25 - 25 Gross return 1,823 6,141 7,964 Investment management fee - (292) (292) (584) note 3 Performance fee - note 4 - (92) (92) Other expenses (124) - (124) Profit before finance costs 1,407 5,757 7,164 and taxation Finance costs - note 3 - - - Profit before and after 1,407 5,757 7,164 taxation Basic return per ordinary 2.1p 8.8p 10.9p share - note 5 The total column of this statement represents the Income Statement of the Company, prepared in accordance with International Financial Reporting Standards. The supplementary revenue and capital columns are both prepared under guidance published 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. No operations were acquired or discontinued in the period. CONDENSED FINANCIAL STATEMENTS INCOME STATEMENT Year to 31 January January Six months to 31 July 2006 2007 Revenue Capital Total Total £'000 £'000 £'000 £'000 Gains on investments held at - 2,589 2,589 28,516 fair value through profit or loss Income UK dividends 1,556 - 1,556 2,896 STIC interest - - - - Deposit interest 22 - 22 68 Underwriting commission 12 - 12 12 Gross return 1,590 2,589 4,179 31,492 Investment management fee - (243) (243) (486) (1,030) note 3 Performance fee - note 4 - (350) (350) (1,190) Other expenses (160) - (160) (327) Profit before finance costs 1,187 1,996 3,183 28,945 and taxation Finance costs - note 3 (1) (3) (4) (4) Profit before and after 1,186 1,993 3,179 28,941 taxation Basic return per ordinary 1.7p 2.9p 4.6p 42.8p share - note 5 CONDENSED FINANCIAL STATEMENTS STATEMENT OF CHANGES IN EQUITY Share Share Capital Capital Capital Retained Total Capital Premium Redemption Reserve Reserve Earnings Equity £'000 £'000 Reserve £ Realised Unrealised £'000 £'000 '000 £'000 £'000 For the Year Ended 31 January 2007 Shareholders' 13,711 21,244 317 41,919 47,251 3,224 127,666 funds at 1 Feb 2006 Final - - - - - (1,640) (1,640) dividend for 2006 Interim - - - - - (939) (939) dividend for 2006 Shares bought (352) - 352 (2,863) - - (2,863) back and cancelled Profit for - - - 10,039 16,762 2,140 28,941 the year from ordinary activities At 31 January 13,359 21,244 669 49,095 64,013 2,785 151,165 2007 For the Six Months Ended 31 July 2007 Shareholders' 13,359 21,244 669 49,095 64,013 2,785 151,165 funds at 1 Feb 2007 Final - - - - - (1,155) (1,155) dividend for 2007 Shares bought (730) - 730 (7,338) - - (7,338) back and cancelled Profit for - - - 13,525 (7,768) 1,407 7,164 the period from ordinary activities At 31 July 12,629 21,244 1,399 55,282 56,245 3,037 149,836 2007 For the Six Months Ended 31 July 2006 Shareholders' 13,711 21,244 317 41,919 47,251 3,224 127,666 funds at 1 Feb 2006 Final - - - - - (1,640) (1,640) dividend for 2006 Shares bought (234) - 234 (1,840) - - (1,840) back and cancelled Profit for - - - 4,416 (2,423) 1,186 3,179 the period from ordinary activities At 31 July 13,477 21,244 551 44,495 44,828 2,770 127,365 2006 CONDENSED FINANCIAL STATEMENTS BALANCE SHEET At At At 31 July 31 January 31 July 2007 2007 2006 £'000 £'000 £'000 Non-current assets Investments held at fair value 147,257 149,902 126,427 through profit or loss Current assets Amounts due from brokers 203 - 807 Prepayments and accrued income 348 281 340 Cash and cash equivalents 2,854 2,580 597 3,405 2,861 1,744 Total assets 150,662 152,763 128,171 Current liabilities Amounts due to brokers (488) (222) (313) Accruals (246) (1,376) (143) (734) (1,598) (456) Total assets less current 149,928 151,165 127,715 liabilities Provision for performance fee - (92) - (350) note 3 Net assets 149,836 151,165 127,365 Issued capital and reserves attributable to equity holders Share capital 12,629 13,359 13,477 Share premium 21,244 21,244 21,244 Other reserves: Capital redemption reserve 1,399 669 551 Capital reserves - realised 55,282 49,095 44,495 Capital reserves - unrealised 56,245 64,013 44,828 Revenue Reserve 3,037 2,785 2,770 Total Shareholders' funds 149,836 151,165 127,365 Net asset value per ordinary share Basic - see note 5 237.3p 226.3p 189.0p CONDENSED FINANCIAL STATEMENTS CASH FLOW STATEMENT Six months Year to Six months to 31 July 31 to 31 July January 2007 2006 2007 £'000 £'000 £'000 Cash flow from operating activities Profit before tax 7,164 28,941 3,179 Adjustments for: Purchases of investments (19,859) (29,735) (13,385) Sales of investments 28,710 36,482 16,962 8,851 6,747 3,577 Gains on investments (6,141) (28,516) (2,589) Finance costs - 4 4 Operating cash flows before 9,874 7,176 4,171 movements in working capital Increase in receivables (73) (146) (179) Decrease in payables (1,034) (230) (1,138) Net cash flows from operating activities before tax 8,767 6,800 2,854 Cash flow from financing activities Interest paid - (3) (3) Buyback of shares (7,338) (2,863) (1,839) Equity dividends (1,155) (2,579) (1,640) Net cash used in financing (8,493) (5,445) (3,482) activities Net increase/ (decrease) in 274 1,355 (628) cash and cash equivalents Cash and cash equivalents at 2,580 1,225 1,225 the beginning of period Cash and cash equivalents at 2,854 2,580 597 the period end NOTES 1. These condensed financial statements have been prepared using the same accounting policies as those adopted in the annual report and accounts for 31 January 2007, which are consistent with International Financial Reporting Standards, and Standing Interpretation Committee and International Financial Reporting Interpretation Committee interpretations issued by International Accounting Standards Board to the extent adopted by the EU. 2. Dividends on Ordinary Shares: Six Months Year Ended Six Months Ended 31 31 January Ended 31 July July 2007 2007 2006 £'000 £'000 £'000 Final dividend of 2.4p - 1,640 1,640 paid for 2006 Interim dividend of 1.40p - 939 - paid for 2007 Final dividend of 1.75p 1,155 - - paid for 2007 Dividends paid 1,155 2,579 1,640 The interim dividend of 1.5p per ordinary share will be paid on 26 October 2007 to shareholders on the register on 28 September 2007. 3. The investment management fee is allocated 50% to revenue and 50% to capital and finance costs are allocated 20% to revenue and 80% to capital. As at 31 July 2007, £186,000 (31 January 2007: £98,000; 31 July 2006: £82,000) of the investment management fee was payable to IAML. A performance fee provision of £92,000 is recognised as at 31 July 2007 (31 January 2007: £1,190,000 included within accruals, as the fee became due on that date; 31 July 2006: £350,000). The performance fee is charged wholly to capital. 4. Basis of Return and Net Asset per Ordinary Share: Six Months Six Months Year Ended to 31 July to 31 July to 31 January 2007 2006 2007 £'000 £'000 £'000 Returns: Revenue return after tax 1,407,000 1,186,000 2,140,000 (£) Capital return after tax 5,757,000 1,993,000 26,801,000 (£) Total return after tax (£) 7,164,000 3,183,000 28,941,000 Weighted average number of shares in issue during the period 65,472,622 68,706,000 67,615,567 Net Asset Value: Shareholders' funds (£) 149,836,0000 127,365,000 151,165,000 Number of shares at period 63,145,452 67,386,625 66,796,725 end 5. Ordinary shares of 20p each issued: Six Months Six Months Year Ended to 31 July to 31 July to 31 January 2007 2006 2007 £'000 £'000 £'000 (Adjusted) (Adjusted) Nominal number of Ordinary Shares: Brought forward 66,796,725 68,553,530 68,553,530 Repurchased for (3,651,273) (1,166,905) (1,756,805) cancellation Ordinary shares of 20p 63,145,452 67,386,625 66,796,725 each in issue Average price of shares 199.5p 156.6p 162.1p repurchased Adjusted for 1:5 share sub-division Since 31 July 2007, the Company has also repurchased a further 172,705 ordinary shares for cancellation for an average price of 190.4p. 6. It is the intention of the Directors to conduct the affairs of the Company so that it satisfies the conditions for approval as an investment trust company set out in section 842 of the Income and Corporation Taxes Act 1988. 7. The financial information contained in this half-yearly financial report, which has not been audited or reviewed by the auditors, does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the half years' ended 31 July 2007 and 31 July 2006 has not been audited. The figures and financial information for the year ended 31 January 2007 are extracted and abridged from the latest published accounts and do not constitute the statutory accounts for that year. Those accounts have been delivered to the Registrar of Companies and included the Report of the Independent Auditors, which was unqualified and did not include a statement under either section 237(2) or 237(3) of the Companies Act 1985. By order of the Board INVESCO Asset Management Limited Secretary 27 September 2007 A copy of the half-yearly financial report will be available from Invesco Perpetual on the following website www.invescoperpetual.co.uk/investmenttrusts shortly.
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