Half-yearly Report

Keystone Investment Trust plc Half-Yearly Financial Report for the Six Months to 31 March 2009 KEY FACTS Keystone Investment Trust plc is an investment trust company listed on the London Stock Exchange. The Company is managed by Invesco Asset Management Limited. Objective of the Company The objective of Keystone Investment Trust plc is to provide shareholders with long-term growth of capital, mainly from UK investments. Full details of the Company's investment policy, risk and limits can be found in the annual financial report for the year ended 30 September 2008. Performance Statistics At At 31 March 30 September % 2009 2008 Change Assets Net assets attributable to ordinary 123,528 144,908 -14.8 shareholders (£'000) Net asset value per ordinary share 924.0p 1083.9p -14.8 - with net income reinvested -13.4 Share price (mid-market) of ordinary 815.0p 940.0p -13.3 shares - with net income reinvested -10.7 FTSE All-Share Index -20.1 - with income reinvested -18.3 Discount of share price to net asset value per ordinary share: - debt at par 11.8% 13.3% - debt at fair value 8.0% 10.2% Total borrowings as % of net assets 32.2 27.5 attributable to ordinary shareholders Effective gearing - equity and bond 111 98 exposure as percentage of net assets attributable to ordinary shareholders Six months Six months ended ended 31 March 31 March % 2009 2008 Change Revenue Net revenue return per ordinary share 24.1p 21.4p +12.6 Interim dividend per ordinary share 17.5p 17.0p +2.9 INTERIM MANAGEMENT REPORT INCORPORATING THE CHAIRMAN'S STATEMENT CHAIRMAN'S STATEMENT Performance Over the six months from 30 September 2008 to 31 March 2009, the Company's shares gave a negative total return of -10.7% to shareholders. During the same period, the total return of the net asset value per ordinary share was -13.4%, while the total return of the Company's benchmark for performance measuring purposes, the FTSE All-Share Index, was -18.3%. (All these figures are with income reinvested.) On 31 March 2009, the discount of the share price relative to net asset value (debt at par) was 11.8%. Borrowings and Bond Holdings Equity and bond exposure increased from 98% of net assets at 30 September 2008 to 111% at 31 March 2009. Following the sharp fall in markets in the first week of October and earlier, the Board decided on 8 October 2008 to allow once again a modest amount of gearing. The gearing limits set by the Board are that the Manager must make no net purchases if equity exposure is more than 107.5% of net assets, and must make sales if (as a result of market movements) equity exposure rises to more than 115% of net assets. In February 2009, the Board decided to raise the maximum amount allowed to be invested in bonds from £8 million to £12 million. VAT recoverable on Management Fees An amount of £1,650,000 has been recognised in these accounts in respect of VAT recoverable on management fees paid in aggregate from the current and previous managers for the period from 1 January 2001 to 30 September 2007. This has been credited £254,000 to revenue and £1,396,000 to capital, in the same proportion as originally charged to the income statement. In addition, estimated interest thereon of £172,000 has been credited to revenue. These amounts added 13.6p per share to the net asset value, of which 3.2p is revenue. The Board expects the Company to receive additional refunds of VAT and interest thereon for earlier periods. However, as the amounts involved and the timing of receipts are uncertain, no provision has been made in these accounts. Dividend The interim dividend will be 17.5p per ordinary share, compared with an interim dividend of 17p last year. The dividend will be paid on 26 June 2009 to shareholders on the register on 5 June 2009. Richard Oldfield Chairman 27 May 2009 MANAGER'S REPORT Market Review Global equity markets have endured one of the most turbulent periods on record. Although the effects of the credit crunch were starting to take hold in the first half of 2008, the decision by the US Government to allow Lehman Brothers to go bankrupt substantially changed the course of the recession. The aftermath of this decision saw a paralysis of economic activity around the world and very sharp declines in financial markets in the last quarter of 2008. Policymakers were pushed into aggressive action to assist banks through a variety of measures including outright nationalisation, capital injection and the issuance of state guarantees. While government action across the world ensured that the banking system stabilised, governments were not able to prevent the immediate hit to the real economy from the freeze of credit that followed the Lehman Brothers failure. The sudden withdrawal of credit to corporates and households resulted in a material contraction in GDP in the developed world. On the domestic front, the Bank of England's (BoE) Monetary Policy Committee cut UK interest rates aggressively during the year in an attempt to mitigate the worst effects of the credit crunch. At the end of March 2009, the Base Rate stood at 0.5%, the lowest level in the BoE's 315-year history. The UK economy, however, continued to deteriorate. GDP growth for Q4 2008 confirmed that the economy had entered a recession, evidenced by data showing that unemployment started to rise sharply and that the Government's fiscal position was deteriorating at a much faster pace than expected. The financial landscape has changed substantially over the last few months, with many of the world's largest financial institutions having disappeared or been restructured. Within the UK sector, the changes have been no less dramatic: HBOS was sold to Lloyds TSB following serious concerns about its viability and Bradford & Bingley's mortgage business was nationalised and its savings assets sold off to Spain's Santander. The UK Government has assumed a much more prominent role in the financial services industry, part nationalising RBS and the newly formed Lloyds Banking Group, while Barclays opted not to take the government assistance, choosing instead to raise additional funding from Middle Eastern and other private investors. Putting recent falls into context, the FTSE-All Share Index has declined for seven consecutive quarters which is worse than the aftermath of the TMT bubble in 2000/01 and the recession of 1973/74. Portfolio Strategy and Review In relative terms, the Company recorded resilient performance. The reintroduction of a modest amount of gearing early in the review period was slightly detrimental to performance. Nevertheless, it is certainly the case that the cautious macroeconomic view was justified and consequently the defensive positioning of the fund, with large holdings in utilities, tobacco and pharmaceuticals, proved to be correct in the falling markets. A key contributor to the strong relative performance was the avoidance of UK banking stocks, which saw large share price falls over the period, and mining stocks were also under pressure as commodity prices declined from their recent highs in the summer of 2008. The portfolio was instead focused on resilient stocks, with high dividends and cashflows, which it was felt could weather the storm. For instance, pharmaceuticals companies GlaxoSmithKline and AstraZeneca performed well as investors sought out their relatively defensive qualities, such as non-cyclical revenues, high profit margins and strong cashflow. British Energy was strong after receiving a takeover approach from French electricity company EDF, while non-life insurer Hiscox was also a positive. In terms of portfolio activity, International Power and Northumbrian Water were two of the most prominent new positions introduced to the portfolio over the period. The holding in International Power was initiated to take advantage of its sharply falling share price as a result of concerns towards a leveraged balance sheet and exposure to weakening electricity demand in its major markets of the UK, US and Australia. These factors forced the stock to fall to an attractive valuation from which a position was established in the portfolio. Northumbrian Water was acquired, as well as additions to the position in Pennon, as the water sector suffered in the general market move away from utilities, and more specifically as investor concerns were heightened ahead of the regulatory review this summer. Outlook During the last three months, the market has staged a strong recovery with the FTSE All-Share Index registering a gain of 28% from its low point. The recovery has been led by economically sensitive sectors at the expense of defensive holdings. This rally has been based on the premise that the rate of decline in the global economy is slowing. Whilst acknowledging that some economic indicators have illustrated tentative signs of recovery, these may simply prove to be the reversal of some of the extreme trends which were witnessed in reaction to the Lehman Brothers bankruptcy. There are some substantial challenges that remain unresolved as the process of deleveraging continues and the Manager remains sceptical that developed economies can experience a strong recovery by the end of the current year. When the recession does end, the recovery is unlikely to feel much more robust as unemployment will still be rising, the housing market will be subdued and most importantly the banks will still make borrowing money difficult. Against this weak economic backdrop, corporate profitability will remain under pressure, particularly in cyclical areas of the market and sectors which are exposed to the consumer economy; areas which have been avoided in the recent past and which will continue to be avoided in the Fund. The focus is therefore on the more defensive parts of the market, on companies that have robust business models, strong balance sheets, visible cash generation and growing dividend streams. The recent performance of the market has offered an extremely attractive opportunity to invest in these kinds of businesses, as a large valuation gap has opened up further undervaluing some of the strongest, most resilient and cheapest stocks in the market. It is not clear when the mood of the market will shift away from its current cyclical frame of mind. It is the Manager's firm belief that the importance of valuation in constructing this portfolio and analysing the stockmarket over the long term will continue to be the best way to generate superior returns from equity investing. Mark Barnett Fund Manager 27 May 2009 Related Parties Invesco Asset Management Limited (`IAML'), a wholly owned subsidiary of Invesco Limited, acts as Manager and Company Secretary to the Company. Details of IAML's services and fee arrangements are given in the latest annual financial report, which is available on the Company's website. Principal Risks and Uncertainties There is no guarantee that the investment policy adopted by the Company will provide the returns sought by the Company. There can therefore be no guarantee that the Company will achieve its investment objective. The principal risks and uncertainties that could affect the Company's business can be divided into various areas: - Market Movements and Portfolio Performance; - Gearing; - Discount to Net Asset Value; and - Regulatory and Tax Related. A detailed explanation of these principal risks and uncertainties can be found on page 17 of the latest published annual financial report, which is available on the Company's website. In the view of the Board, these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review. DIRECTORS' 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 UK Accounting 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 Accounting Standards Board's Statement `Half-Yearly Financial Report'; - the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the FSA's Disclosure and Transparency Rules; and - the interim management report includes a fair review of the information required on related party transactions. The half-yearly financial report has not been audited or reviewed by the Company's auditors. Signed on behalf of the Board of Directors. Richard Oldfield Chairman 27 May 2009 INVESTMENTS BY SECTOR AT 31 MARCH 2009 UK listed ordinary shares unless otherwise stated Market Value % of Sector/Company £'000 Portfolio Basic Materials UK Coal 460 0.3 460 0.3 Consumer Goods British American Tobacco 7,164 4.5 Reynolds American - US Common 6,577 4.1 Stock Imperial Tobacco 6,255 3.9 Tate & Lyle 894 0.5 Landkom International 263 0.2 21,153 13.2 Consumer Services Tesco 5,341 3.3 British Airways 1,531 1.0 ITV 377 0.2 TUI Travel 376 0.2 Brown (N) 268 0.2 Local Radio 9 0.0 7,902 4.9 Financials Hiscox 3,427 2.1 Provident Financial 2,610 1.6 A J Bell - Unquoted 1,650 1.0 Just Retirement 1,438 0.9 Climate Exchange 901 0.6 Beazley 897 0.6 Impax Environmental 798 0.5 Trading Emissions 677 0.4 Macau Property 240 0.2 Helphire 125 0.1 12,763 8.0 Healthcare GlaxoSmithKline 6,774 4.2 AstraZeneca 6,615 4.1 BTG 1,741 1.1 Lombard Medical 1,202 0.7 Vectura 708 0.4 Fusion IP 593 0.4 Imperial Inno 328 0.2 Renovo 237 0.2 Puricore 225 0.2 Xcounter AB 121 0.1 XTL Biopharma - ADR (10 Ord 25 0.0 Shrs) Napo Pharmaceuticals - unquoted US 15 0.0 Common Stock 18,584 11.6 Industrials Capita 4,135 2.6 Rolls Royce - Ordinary & C 2,988 1.9 Shares Balfour Beatty 2,319 1.4 International Power 2,305 1.4 BAE Systems 1,632 1.0 Homeserve 1,419 0.9 Rentokil Initial 780 0.5 15,578 9.7 Oil & Gas BG 9,097 5.7 BP 6,720 4.2 Royal Dutch Shell - A & B 5,295 3.3 Shares 21,112 13.2 Sector/Company Market Value % of £'000 Portfolio Technology Sage 1,977 1.2 Arm Holdings 1,163 0.7 Nexeon Series B - Unquoted 300 0.2 Mirada 5 0.0 3,445 2.1 Telecommunications Vodafone 6,711 4.2 BT 3,555 2.2 10,266 6.4 Utilities National Grid 3,589 2.2 Drax 3,564 2.2 Centrica 3,391 2.1 Scottish & Southern Energy 2,976 1.9 Pennon 2,365 1.5 Northumbrian Water 1,672 1.0 17,557 10.9 Total Equity Investments 128,820 80.3 Centrica 6.375% Mar 2022 1,505 0.9 Imperial Tobacco 8.125% Mar 2024 1,435 0.9 British Airways Fltg 8.750% Aug 2016 1,368 0.9 Barclays Bank Fltg Rate Note Feb 1,039 0.6 2019 ITV 6.125% Jan 2017 817 0.5 Linde Finance Fltg 8.125% Jul 2066 595 0.4 Tesco 6.125% Feb 2022 514 0.3 First Hydro Finance 9.000% Jul 2021 479 0.3 Reed Elsevier 5.625% Oct 2016 461 0.3 Total Fixed Interest 8,213 5.1 Total Fixed Asset Investments 137,033 85.4 Barclays Bank C/D 1.700% Apr 2009 10,003 6.2 Bank of Scotland C/D 1.400% May 2009 10,000 6.2 HSBC Bank C/D 6.280% Jun 2009 3,533 2.2 Total Certificates of Deposit 23,536 14.6 Total Investments 160,569 100.0 CONDENSED INCOME STATEMENT Year ended Six months to Six months to 30 Sept 31 March 2009 31 March 2008 2008 Revenue Capital Total Revenue Capital Total Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 Losses on investments - (18,685) (18,685) - (21,941) (21,941) (31,285) Losses on certificates - 61 61 - (15) (15) (35) of deposit Foreign exchange losses - (1,339) (1,339) - (256) (256) (983) Income: UK dividends 2,321 - 2,321 2,561 - 2,561 5,770 Overseas dividends 320 - 320 392 - 392 624 UK unfranked 818 - 818 498 - 498 1,443 investment - interest Interest on VAT 172 - 172 - - - - recoverable on management fees Deposit interest 18 - 18 106 - 106 322 Underwriting 15 - 15 - - - - commission Investment management (116) (349) (465) (146) (438) (584) (1,119) fee VAT recoverable on 254 1,396 1,650 - - - - management fees Performance fee - (942) (942) - - - - Other expenses (148) - (148) (134) - (134) (290) Net return before 3,654 (19,858) (16,204) 3,277 (22,650) (19,373) (25,553) finance costs and taxation Finance costs Interest payable (378) (1,135) (1,513) (380) (1,139) (1,519) (3,037) Distributions in (6) - (6) (6) - (6) (12) respect of non-equity shares Return on ordinary 3,270 (20,993) (17,723) 2,891 (23,789) (20,898) (28,602) activities before taxation Tax on ordinary (47) - (47) (39) - (39) (72) activities Return on ordinary 3,223 (20,993) (17,770) 2,852 (23,789) (20,937) (28,674) activities after taxation Return per ordinary share Basic 24.1p (157.0)p (132.9)p 21.4p (177.9)p (156.5)p (214.6)p The total column of this statement represents the Company's profit and loss account prepared in accordance with UK Accounting Standards. The supplementary revenue and capital columns are presented for information purposes 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 and, therefore no statement of recognised gains or losses is presented. No operations were acquired or discounted in the period. CONDENSED BALANCE SHEET At At At 31 March 30 September 31 March 2009 2008 2008 £'000 £'000 £'000 Non-current assets Investments at fair value through 137,033 142,670 169,951 profit or loss Current assets Certificates of deposit 23,536 34,973 16,990 Amounts due from brokers 644 - 1,015 Tax recoverable 17 17 17 Unrealised profit on forward 29 35 - currency contracts Prepayments and accrued income 1,006 1,112 1,030 VAT recoverable on management fees 1,650 - - Cash and cash funds 2,197 7,967 8,058 29,079 44,104 27,110 Creditors: amounts falling due within one year Amounts due to brokers (1,440) (1,008) (1,190) Unrealised loss on forward - - (70) currency contracts Accruals (965) (1,044) (1,077) (2,405) (2,052) (2,337) Net current assets 26,674 42,052 24,773 Total assets less current 163,707 184,722 194,724 liabilities Creditors: amounts falling due after more than one year Debenture stock (39,571) (39,564) (39,556) Cumulative preference shares (250) (250) (250) Provision (358) - - Net assets 123,528 144,908 154,918 Capital and reserves Share capital 6,685 6,685 6,685 Share premium account 1,258 1,258 1,258 Capital redemption reserve 466 466 466 Capital reserve 106,932 127,925 139,555 Revenue reserve 8,187 8,574 6,954 Shareholders' funds 123,528 144,908 154,918 Net asset value per share Basic 924.0p 1083.9p 1158.8p CONDENSED CASH FLOW STATEMENT Six Six Months to Year to Months to 31 March 30 September 31 Mmarch 2009 2008 2008 £'000 £'000 £'000 Total return before finance costs and (16,204) (25,553) (19,373) taxation Adjustment for losses on investments and 18,624 31,320 21,956 certificates of deposit Adjustment for exchange losses 1,339 983 256 Increase in debtors (1,542) (470) (386) Increase/(decrease) in creditors 282 (140) (163) Tax on unfranked investment income (47) (72) (39) Cashflow from operating activities 2,452 6,068 2,251 Servicing of finance (1,517) (3,035) (1,466) Capital expenditure and financial investment Purchase of investments and (106,492) (155,115) (73,627) certificates of deposit Proceeds from sale of investments and 104,730 155,917 73,663 certificates of deposit Equity dividend paid (3,610) (5,615) (3,342) Net cash outflow before management of (4,437) (1,780) (2,521) liquid resources and financing Management of liquid resources - 10,700 2,643 Decrease/(increase) in cash in the period (4,437) 8,920 122 Cash flow from movement in liquid - (10,700) (2,643) resources Exchange movements (1,333) (966) (134) Debenture stock non-cash movement (7) (15) (7) Movement in net debt in the year (5,777) (2,761) (2,662) Net debt at beginning of period (31,847) (29,086) (29,086) Net debt at period end (37,624) (31,847) (31,748) Analysis of changes in net debt Brought forward: Cash and cash funds 7,967 10,713 10,713 Cumulative preference shares (250) (250) (250) Debenture stock (39,564) (39,549) (39,549) Net debt brought forward (31,847) (29,086) (29,086) Movements in the period: Cash outflow from cash funds and short (4,437) (1,780) (2,521) term deposits Exchange movements (1,333) (966) (134) Debenture stock non-cash movement (7) (15) (7) Net debt at period end (37,624) (31,847) (31,748) Condensed Reconciliation of Movements in Shareholders' Funds Share Capital Share Premium Redemption Capital Revenue Capital Account Reserve Reserve- Reserve Total £'000 £'000 £'000 £'000 £'000 £'000 For the six months ended 31 March 2008 At 1 October 2007 6,685 1,258 466 163,344 7,444 179,197 Final dividend for - - - - (3,342) (3,342) 2007 Net return on ordinary - - - (23,789) 2,852 (20,937) activities At 31 March 2008 6,685 1,258 466 139,555 6,954 154,918 For the year ended 30 September 2008 At 1 October 2007 6,685 1,258 466 163,344 7,444 179,197 Final dividend for - - - - (5,615) (5,615) 2007 and interim dividend for 2008 Net return on ordinary - - - (35,419) 6,745 (28,674) ativities Balance at 6,685 1,258 466 127,925 8,574 144,908 30 September 2008 For the six months ended 31 March 2009 At 1 October 2008 6,685 1,258 466 127,925 8,574 144,908 Final dividend for - - - - (3,610) (3,610) 2008 Net return on ordinary - - - (20,993) 3,223 (17,770) activities At 31 March 2009 6,685 1,258 466 106,932 8,187 123,528 NOTES TO THE CONDENSED FINANCIAL STATEMENTS 1. Accounting Policies The condensed financial statements have been using the same accounting policies as those adopted in the annual financial report for the year ended 30 September 2008, except that the new Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in 2009 has been adopted early. Following this, the capital reserves are now shown in aggregate in both the balance sheet and the reconciliation of movements in shareholders' funds. This has no effect on either the net assets or earnings of the Company. 2. Forward Currency Contracts The equity portfolio includes £6,592,000 (30 September 2008: £6,700,000; 31 March 2008: £9,466,000) of equities denominated in currencies other than pounds sterling. In order to manage the currency risk, the Manager has hedged part of their currency exposure into sterling through the use of forward foreign exchange contracts. These foreign exchange contracts are designated as fair value hedges through profit or loss. 3. Management Fees The investment management fee is charged 75% to capital and 25% to revenue; the performance-related fee is allocated wholly to capital. Six Months Six Months Year to to to 31 March 31 March 30 September 2009 2008 2008 £'000 £'000 £'000 Performance fee relating to 31 December 2008 584 - - Provision for performance fee relating to 31 358 - - December 2009 Total 942 - - The performance-related fee provision as at 30 September 2008 was nil. A performance-related fee of £584,000 subsequently arose and was paid for the calendar year ended 31 December 2008. A performance fee of £358,000 is provided for the six months ended 31 March 2009 arising from the outperformance of the Company for the year to 31 December 2009. 4. VAT Recoverable on Management Fees An amount of £1,650,000 has been credited in these accounts in respect of VAT recoverable on management fees. This VAT is recognised as follows in the income statement: Revenue Capital Total Period Manager £'000 £'000 £'000 1 January 2001 to Merrill Lynch Investment 76 228 304 Managers Limited 31 December 2002 1 January 2003 to Invesco Asset Management 178 1,168 1,346 Limited 30 September 2007 254 1,396 1,650 In addition, estimated interest thereon of £172,000 has been recognised in revenue. These amounts added 13.6p per share to the net asset value, of which 3.2p is revenue. The Board expects the Company to receive additional refunds of VAT and interest thereon for earlier periods. However, as the amounts involved and the timing of receipts is uncertain, no provision has been made in these accounts. 5. Tax The tax effect of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates, using the Company's effective rate of tax for the accounting period. 6. Basis of Returns Six months to Six months to Year to 31 March 31 March 30 September 2009 2008 2008 £'000 £'000 £'000 Returns after tax: Revenue 3,223 2,852 6,745 Capital (20,993) (23,789) (35,419) Total (17,770) (20,937) (28,674) The number of ordinary shares in issue for each period has remained unchanged at 13,368,799. 7. Net Asset Value per Ordinary Share At At At 31 March 30 September 31 March 2009 2008 2008 Shareholders' funds £123,528,000 £144,908,000 £154,918,000 Ordinary shares in issue at period 13,368,799 13,368,799 13,368,799 end 8. The Directors have declared an interim dividend of 17.5p (2008: 17p) per ordinary share in respect of the six months ended 31 March 2009. This will be paid on 26 June 2009 to ordinary shareholders registered on 5 June 2009. 9. 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. 10. The financial information contained in this half-yearly report which has not been reviewed or audited by the independent 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 March 2008 and 31 March 2009 has not been audited. The figures and financial information for the year ended 30 September 2008 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 237(2) or 237(3) of the Companies Act 1985. By order of the Board Invesco Asset Management Limited Company Secretary 27 May 2009
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