Final Results
For immediate release
29 March 2011
To: City Editors
Pacific Assets Trust plc
Preliminary Results for the year ended 31 January 2011
Pacific Assets Trust plc today announces preliminary results for
the year ended 31 January 2011.
As at As at %
31 January 2011 31 January Change
2010
Share price 131.50p 104.25p +26.1
Net asset value per share 137.00p 114.28p +19.9
Discount of share price to net
asset value
per share 4.0% 8.8% n/a
Shareholders' funds £160.1m £135.3m +18.3
Market capitalisation £153.7m £123.4m +24.6
One year to One year to
31 January 2011 31 January
2010
Share price (total return) +27.6% +55.0% n/a
Net asset value per share (total +21.4% +56.8% n/a
return)
MSCI All Country Asia ex Japan
Index (total return, sterling
adjusted) +26.4% +54.2% n/a
Revenue and Dividends
Revenue return per share 1.29p 1.15p +12.2
Dividends per share 1.29p 1.29p -
Total Expense Ratio (as percentage
of average shareholders' funds) 1.9% 1.6% n/a
Total Expense Ratio (excluding the
costs attributable to the change in
management arrangements amounting
to £380,000) 1.6% 1.6% n/a
Year's Highs/Lows High Low
Net asset value per share 143.82p 111.98p
Share price 137.50p 104.25p
Discount of share price to net
asset value per share + 2.7% 11.1%
Notes
+ Discount high - Narrowest discount in period
Discount low - Widest discount in period
Source - Morningstar
For and on behalf of
Frostrow Capital LLP, Secretary
29 March 2011
The following are attached:
* Chairman's Statement
* Investment Manager's Review
* Income Statement
* Reconciliation of Movements in Shareholders' Funds
* Balance Sheet
* Cash Flow Statement
* Notes to the Accounts
For further information please contact:
Alastair Smith/Mark Pope, Frostrow Capital LLP 020 3008 4911/4913
Angus Tulloch, First State Investment Management (UK) Limited 0131 473 2200
Chairman's Statement
Management
The last year has been a one of change for the Company following the
appointment of First State Investment Management (UK) Limited (`First State')
as the Company's investment manager with effect from 1 July 2010. At the
interim stage, First State outlined their investment management philosophy and
the portfolio has been realigned in accordance with this. I indicated that the
costs relating to the change in the Company's management arrangements,
including the appointment of Frostrow Capital LLP, to provide administrative
and marketing services to the Company, would be approximately £400,000 and I
am pleased to report that we are within this figure for the full year.
Performance
The portfolio's relative performance for the year was disappointing. The net
asset value per share total return was 21.4% compared to a rise of 26.4% in,
the MSCI All Country Asia ex Japan Index measured in sterling terms on a total
return basis. We also remained at the bottom of our peer group. However, we
hope the new investment manager will bring about future improved performance
and clearly some of our new investors may be anticipating this. During the
year the discount of the Company's share price to the net asset value per
share narrowed from 8.8% to 4.0% as at 31 January 2011. The Company's share
price total return for the year was 27.6%.
Share buy-back policy
The Company made a single repurchase of shares for cancellation during the
year, 1,500,000 shares on 13 July 2010 at a discount of 10.3% to the Company's
ex income net asset value per share. Since the year end and to the date of
this report the Company has made no further repurchases of shares.
The Board confirms its intention to use the Company's share buy-back authority
where necessary in order to manage the discount between the Company's share
price and the net asset value per share. Shareholder approval to renew the
authority will be sought at the Annual General Meeting (`AGM').
Revenue and dividends
The Company's revenue earnings per share for the year were 1.29p, which
compares to 1.15p for the previous year reflecting stronger corporate earnings
and associated dividends in the region.
The Board recommends an unchanged final dividend for the year of 1.29p per
share, to be paid on 30 June 2011 to those shareholders on the register on 3
June 2011.
Gearing
The Company has a US$20m facility which provides it with the ability to
introduce gearing when it is considered appropriate to do so. However, the new
investment manager rarely uses gearing and so the Board will hold discussions
with ING Bank N.V., the provider of the loan facility, to establish whether it
is feasible to cancel the facility before its expiry in March 2012.
Proposed Change to the Company's Investment Objective and Policy
The Company's current investment objective is to achieve long term capital
growth through investment in selected companies in the Asia Pacific region and
the Indian sub-continent, but excluding Japan, Australia and New Zealand (the
`Asia Pacific Region'). The Company's current investment policy states that
risk is diversified by investing in different countries, sectors and stocks
within the Asia Pacific Region. Your Board remains firmly of the belief that
investing in the Asia Pacific Region remains an attractive proposition.
However, there are now many companies whose economic activities are
predominantly within the Asia Pacific Region but their shares are listed or
the company is incorporated elsewhere.
In order to capture the full range of opportunities available for investment,
your Board believes it would be beneficial to shareholders to include such
companies in your investment manager's remit. Accordingly, we shall be seeking
permission from shareholders at the A G M to invest up to 20% of your
Company's total assets in companies which are incorporated and/or listed
outside the Asia Pacific Region but whose economic activities are
predominantly within this region.
Taiwanese Withholding Tax Reclaim
At the interim stage we expected that the Company would be able to recover
approximately £500,000 (net of costs) in respect of tax withheld on income
arising from the Company's investments in Taiwan. Progress has been somewhat
slower than expected, however, I am pleased to report that £115,000 (net of
costs) has been recognised in these accounts and we continue to pursue the
balance of the claim.
Annual General Meeting
The AGM will be held at 12 noon on Tuesday, 28 June 2011 at The City of London
Club, 19 Old Broad Street, London EC2N 1DS. We look forward to seeing as many
shareholders as possible. Shareholders who are unable to attend the Meeting
are encouraged to return their forms of proxy to ensure their votes are
represented.
Outlook
With the portfolio having been fully repositioned by our new investment
manager, we look forward to them building on the solid returns achieved so
far. Despite the region's vulnerability to worldwide stock market uncertainty,
your Board believes that it will remain an attractive place for investors due,
in part, to the rise in the number of domestic consumers and also continued
investment spending across the region. Your Board continues to believe that
the patient and long term investor in the region will be well rewarded.
David Nichol
Chairman
29 March 2011
Investment Manager's Review
Sustainable Investment
We are delighted to have been appointed as investment manager for the Company
in July 2010 and are excited about the opportunity that exists today to
generate attractive long-term returns in Asia through sustainable investment.
Our starting point is a strong investment conviction that the sustainability
positioning of Asian companies is playing an increasingly important role in
determining long-term shareholder returns. It is now clear that most Asian
countries will be unable to follow the same resource-intensive development
path pursued by industrialised countries in the past. In crude terms, if
everyone in Asia lived the same lifestyles as Europeans or North Americans, we
would need at least three planets. Many Asian countries have now recognised
this and are beginning to develop their own, more sustainable, development
paths. This is creating new risks and new opportunities for Asian companies.
Our goal is to identify and invest in companies that are particularly well
positioned to benefit from these new opportunities while avoiding the
laggards, whose businesses are increasingly coming under threat as Asia moves
towards a more sustainable development path.
The Portfolio
At the year end, there were 53 investments in the Company's portfolio. When
constructing the portfolio, we start with a blank sheet of paper, defining
risk in terms of losing money for investors rather than deviation from an
arbitrary benchmark. As a result, we are not required to invest in any
company, sector or country in which we have particular concerns. This matters,
as many of the largest companies in Asia have particular poor sustainability
performance.
The 53 holdings are spread across three broad sustainability themes, examples
of which are provided below.
In introducing these themes we should reiterate that we are not seeking to
promote uneconomic investment in "socially acceptable" propositions. Instead,
we are following our fundamental belief that companies which have carefully
considered the sustainability of their business model are more likely to
provide superior long term returns for shareholders.
Cleaner Energy and Technologies
Investments include renewable energy companies, gas distributors, energy
efficiency and clean technology companies. For example, China and India are
heavily reliant on low quality coal, and are keen to reduce this dependence as
soon as possible. It will be many decades before either country is able to
rely entirely on renewable energy sources. Meanwhile, gas is an important
transition fuel with much lower carbon intensity and particulate emissions
which are a major cause of pollution in urban areas across China and India
today. The Company owns three core gas investments in city gas distributors
Hong Kong & China Gas, Indraprashtra Gas (India) and Towngas China. All three
companies are well placed to benefit from new government policies to roll out
gas networks to both households and small and medium sized industries over the
next five years. Hong Kong & China Gas and Towngas China are responsible for
city gas networks in over fifty small and medium sized Chinese cities as well
as Hong Kong, while Indraprashtra Gas operates the Delhi city gas distribution
network, which will cover almost twenty million residents on completion.
We have always found it hard to invest directly in the renewable sector in
Asia as very few companies meet our required standards in terms of the quality
of management, business franchise and financials. For example, most wind
generation companies in Asia have too much debt on their balance sheets at
present, while most solar companies are vulnerable to unpredictable
technological change. Instead, we prefer to invest indirectly, via companies
providing important complimentary products and services. Typically these are
long-established companies with strong franchises, who have successfully
deployed existing cashflows to seize new opportunities in the renewable
sector. Examples include Chroma ATE (Taiwan), a leading provider of testing
equipment to the semiconductor industry which has built an exciting new solar
cell testing business, and Delta Electronics (Taiwan), which has similarly
taken its expertise in power management solutions for the computer industry
and built a new business providing power management solutions to the solar
industry.
Meanwhile, the growing demand for energy efficiency has created exciting new
opportunities for many Asian technology companies. Examples within the
Company's portfolio include ASM Pacific Technology (Hong and China), a leading
provider of equipment for energy efficient LED lighting industry and LG Corp
(Korea), a leading provider of rechargeable batteries for the car industry.
The Company also has an investment in ITEQ (Taiwan), which has developed a
more environmentally friendly, halogen and lead free laminate printed circuit
boards which sit at the heart of most electronic devices today. As a result,
ITEQ has managed to win new, higher margin orders in an industry that has
traditionally been commoditised.
Social Infrastructure
Investments include mass transport, property and water companies. As Asia's
population continues to increase and urbanise, the need for affordable,
efficient, mass transportation will become even more acute. The Company owns
two mass rail transit companies, MTR Corporation (Hong Kong) and SMRT
(Singapore), both of which are well placed to benefit from the huge expansion
of China and India's rail networks over coming years. Similarly, Transport
International Holdings (Hong Kong), a bus company originating in Hong Kong, is
well positioned for the growing demand for efficient last mile bus services in
China.
In the property sector, our focus is on companies which are either providing
good quality, affordable, mass market housing or taking a lead in implementing
more environmentally friendly, "green" building practices in other property
segments such as commercial and office property. Currently the Company owns no
examples of the former, although we anticipate two new holdings in this area
over the coming months. The Company has one pure property holding, SP Setia
(Malaysia), which is leading the way in introducing new green building
standards to Malaysia across a number of different property segments.
Although there is a huge, unmet, need for clean, affordable water provision in
Asia, we find water a difficult sector in which to invest. While there are a
large number of listed water companies in Asia, only one Asian water company
currently meets our investment requirements. Manila Water (Philippines) has
demonstrated the positive role a private company can play in providing clean
water to low income households in developing countries.
Sustainable Goods and Services
Investments are focused on financial companies, telecom operators, medical and
consumer companies. Within the consumer sector, our focus is on investing in
companies providing good quality, affordable, healthy products. Examples
include Dabur India, Hindustan Unilever and Marico (all India). Dabur is
India's leading provider of ayurvedic-based consumer products including herbal
toothpastes (Dabur Red), digestives (Hajmola) and health supplements
(Chyawanprash). Hindustan Unilever is the Indian subsidiary of Unilever, and
has long been a global leader in developing affordable, good quality products
for low-income households. Examples include their innovations in low-price
personal care offerings such as shampoo, mass-market water filters (Pureit)
and distribution networks such as Project Amma, which trains up women in rural
India to set up small businesses. Given that one in eight people in the world
lives in an Indian village, the value of this distribution network is hard to
overstate. Marico is rapidly evolving from a family-run business selling
coconut-based hair oil (Parachute) to a broad-based consumer company with a
growing presence in healthy foods such as Saffola, an edible vegetable oil
offering much better health properties than the clarified butter, or ghee,
traditionally used by most Indian households.
Telecommunications and finance seem at first glance less obviously linked to
sustainable development and yet they are probably the two most important
sectors of all.
Mobile communications are playing an increasingly important role in rural
development, from improving access to local markets to the provision of
financial and medical services to rural, hard-to-reach communities. All of
these represent long-term opportunities for mobile communications providers as
they are able to generate new revenues in addition to the traditional voice
and data revenues. At the year-end, the Company owned investments in China
Telecom (China), Idea Cellular (India), and Singapore Telecommunications,
which owns major stakes in mobile phone companies across South East Asia and
India.
Similarly, access to finance remains a major barrier to reducing poverty
levels in many Asian countries. We aim to invest in the best quality,
`old-fashioned' banks across Asia, who work hard to earn the trust of
depositors and make loans on a sober, risk-aware basis. We expect our banks to
have lower non-performing loans than their peers over the cycle and prefer
them to grow their loans more slowly than the rest of the sector as it is
usually the best indication that they are lending responsibly. They may not
double their loan books every three years, but they are much less likely to
wipe out their equity as a result. Financial holdings at the year-end included
Daegu Bank (South Korea), E.Sun Financial (Taiwan) and Kasikornbank
(Thailand).
Engagement
There is no such thing as the perfect company and there is room for
improvement with each company in the portfolio. For example, our consumer
companies have much work to do to reduce the environmental impact of their
packaging, while most of the banks in the portfolio have yet to fully
integrate the analysis of environmental and social risks into their lending
procedures.
As a result, we spend a significant amount of time engaging with management
teams on key environmental, corporate governance or social issues, either in
face-to-face meetings, or via written correspondence. The rationale is
twofold. First, for us environmental, social and governance issues are
investment issues. Positive engagement on such issues therefore becomes a
powerful tool to enhance the value and reduce the risks of the portfolio.
Second, we believe that the purchase of a share in a business comes with both
rights and responsibilities. Should one of our companies fail to meet
international best practices on the environment, human rights or social
issues, we believe we have a responsibility, as part owners of the business,
to engage with senior management to persuade them to address the issue, rather
than to walk away from the problem.
Proposed Change to the Company's Investment Objective and Policy
The more we look at Asian companies the more we realise the old geographic
silos are falling away and that we need to catch up with the new global
mindset of the companies in which we invest. Very few of our Asian companies
now think of themselves as Asian. Instead in their eyes they are global
companies, competing on a global playing field, with global ambitions and a
global shareholder base. In order to understand twenty-first century corporate
Asia it is becoming more and more important to understand these global trends.
This is particularly the case with many sustainability themes. For example,
clean energy, energy efficiency and water are all global industries. To
understand Chinese solar companies it is also important to understand their
suppliers, buyers and competitors in Europe and the US. We have recently made
a start. In the last quarter of 2010 we met 77 European, Japanese and North
American companies. These meetings are helping us to build up a better picture
of the global positioning of many of the Asian companies held in your
Company's portfolio.
This global mindset is also altering the listing characteristics of our
investment universe. Specifically, we are coming across a growing number of
companies whose businesses are predominantly Asian but whose shares are listed
on stock exchanges outside the region. This trend has been accelerated by the
intense competition that now exists between stock exchanges for new listings.
Currently there are only a small number of Asian companies listed outside the
region which meet out investment criteria. However, we anticipate that this
will change over time and have therefore requested that shareholder permission
be sought to enable us to invest up to 20% of the Company's total assets in
Asian companies whose economic activities are predominantly within the Asia
Pacific region and the Indian sub-continent, excluding Japan, Australia and
New Zealand but which are incorporated and/or listed outside Asia.
Outlook
As bottom-up, long-term investors, we claim to have no expertise in
forecasting short-term market trends. Our investment time horizon is at least
five years. Over this period we are optimistic that the many of the long-term
drivers of Asian investment returns will remain in place. Most notably,
despite the occasional setback, the spread of democracy throughout the region
is likely to remain a crucial positive trend.
Likewise, economic performance has improved dramatically. After the painful
experience of the Asian Crisis, most regional economies now enjoy sound
economic management, healthy financing and a robust external position, as
evidenced by the large pools of foreign exchange reserves sitting in the
region. The potential for rapid economic "catch-up" remains strong for lower
income countries including Indonesia, the Philippines, Vietnam and the
region's two economic giants China and India. India, in particular, has
recently shaken off at least some of the bureaucratic shackles which
previously constrained its growth potential and is now vying with China for
the fastest growth profile in the region.
Meanwhile, the original Asian `tigers' continue to evolve their economic
positioning for today's globalised world. Countries such as Thailand and
Malaysia hope to benefit from global outsourcers' `China plus one' strategy of
locating at least one factory outside of the country. Singapore has once again
proved the value of its efficient and surprisingly innovative system of
economic administration, reinventing itself as a global leader in industries
such as chemicals and water treatment, while at the same time strengthening
its position as a key service and financial industry hub for the region.
Nonetheless, while the long-term outlook remains encouraging, we are more
cautious about the short-term. Our greatest challenge as investors in Asia is
not to generate returns during the good times, but to hold on to as much as we
can of these returns during the bad times. We remain concerned about the state
of the global economy. In particular, we are still dismayed by just how little
the global financial system has changed since its fall from grace in 2008. For
many global banks the majority of their profits continue to come from
short-term trading gains. Remuneration policies still encourage short-term
risk taking with little, if any, regard for the longer-term consequences.
Lending practices remain far from prudent, while debt-fuelled over-consumption
remains prevalent. Debt-crises are never solved by issuing more debt and yet
that has been the response so far.
Outside the more fashionable markets of China, India and Indonesia, pockets of
value still exist. For example, we have recently increased our holdings in
what we consider to be the best quality banks in Korea, the Philippines,
Taiwan and Thailand. Typically these tend to trade at somewhere between one
and two times their book value and are at attractive stages of their
respective credit cycles. Loan growth is recovering and credit quality is
improving. As a result, the risk/return profile again appears attractive.
In the short-term, even our favourite investments will struggle to generate
positive returns in the event of a second global economic shock or the onset
of runaway inflation across Asia. However, longer-term we remain confident
that by focusing on well managed companies with strong franchises which are
well positioned to benefit from, and contribute to, sustainable development in
the regions, we will be able to deliver attractive long-term returns for
investors in the Company.
David Gait
Senior Investment Manager
First State Investment Management (UK) Limited
29 March 2011
Income Statement
For the year ended 31 January
2011 2010
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains on
investments held
at fair value
through profit or
loss - 27,044 27,044 - 48,665 48,665
(Losses)/gains on
derivative
arrangements - (28) (28) - 39 39
Exchange
differences - 635 635 - (204) (204)
Income 3,279 - 3,279 2,545 - 2,545
Investment
management and
management fees (509) (1,117) (1,626) (281) (842) (1,123)
Other expenses (1,153) (36) (1,189) (728) - (728)
Return on
ordinary
activities before
taxation 1,617 26,498 28,115 1,536 47,658 49,194
Tax on ordinary
activities (106) - (106) (173) - (173)
Return
attributable to
equity
shareholders 1,511 26,498 28,009 1,363 47,658 49,021
Return per
Ordinary share 1.29p 22.54p 23.83p 1.15p 40.27p 41.42p
(note 5)
The "Total" column of this statement represents the Company's Income
Statement.
The "Revenue" and "Capital" columns are supplementary to this and are prepared
under guidance published by the Association of Investment Companies (AIC)
All revenue and capital items in the Income Statement derive from continuing
operations.
The Company had no recognised gains or losses other than those declared in the
Income Statement.
Reconciliation of Movements in Shareholders' Funds
For the year ended 31 January
2011 2010
£'000 £'000
Opening shareholders' funds 135,254 87,760
Return for the period 28,009 49,021
Repurchase of own shares for
cancellation (1,650) -
Dividends paid (1,527) (1,527)
Closing shareholders' funds 160,086 135,254
Balance Sheet
As at 31 January
2011 2010
£'000 £'000
Fixed assets
Investments held at
fair value through
profit or loss 151,657 134,419
Current assets
Debtors 5,276 236
Cash at bank 10,191 819
15,467 1,055
Creditors (amounts
falling due within one
year) (7,038) (220)
Net current assets 8,429 835
Net assets 160,086 135,254
Capital and reserves
Share capital 14,606 14,794
Share premium account 4 4
Capital redemption
reserve 1,648 1,460
Special reserve 14,572 16,222
Capital reserve 125,108 98,610
Revenue reserve 4,148 4,164
Equity shareholders'
funds 160,086 135,254
Net asset value per
Ordinary share (note 6) 137.00p 114.28p
Cash Flow Statement
For the year ended 31 January
2011 2010
£'000 £'000
Operating activities
Investment income received 3,226 2,339
Other interest received - 3
Investment management and management fees paid (1,366) (851)
Other cash payments (1,180) (539)
Net cash inflow from operating activities
680 952
Capital expenditure and financial investment
Purchase of futures (25) (1,813)
Disposal of futures (3) 1,855
Purchase of investments (152,616) (45,711)
Disposal of investments 163,878 43,388
Net cash inflow/(outflow) from investing
activities 11,234 (2,281)
Equity dividends paid (1,527) (1,527)
Net cash inflow/(outflow) before financing 10,387 (2,856)
Financing
Repurchase of own shares for cancellation (1,650) -
Net cash outflow from financing (1,650) -
Increase/(decrease) in cash 8,737 (2,856)
Reconciliation of net cash flow movement in net
funds
Increase/(decrease) in cash in the year 8,737 (2,856)
Change in net funds resulting from cash flows 8,737 (2,856)
Currency gains/(losses) 635 (204)
Movement in net funds 9,372 (3,060)
Net funds at 1 February 819 3,879
Net funds at 31 January 10,191 819
Notes to the Financial Statements
1. Accounting Policies
A summary of the principal accounting policies adopted is set out below.
(a) Basis of Accounting
These financial statements have been prepared under UK Generally Accepted Accounting
Practice (`UK GAAP') and in accordance with guidelines set out in the Statement of
Recommended Practice (`SORP') dated January 2009, for investment trust companies and
Venture Capital Trusts issued by the Association of Investment Companies (`AIC').
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and in
accordance with the SORP, supplementary information which analyses the Income Statement
between items of a revenue and capital nature has been presented alongside the Income
Statement. The net revenue return is the measure the Directors believe appropriate in
assessing the Company's compliance with certain requirements set out in Section 1158
and 1159 of the Corporation Tax Act 2010 (formerly Section 842 of the Income and
Corporation Taxes Act 1988).
(b) Valuation of investments
Investments are classified as fair value through profit or loss and are recognised and
de-recognised at trade date where a purchase or sale is under a contract whose terms
require delivery within the time frame established by the market concerned. Financial
assets designated as fair value through profit or loss on initial recognition are
measured initially and at subsequent reporting dates at fair value. For listed
securities this is either bid price or last traded price, depending on the convention
of the exchange on which the investment is listed. Changes in fair value are included
in the Income Statement as a capital item.
(c) Income
Dividends are recognised as income on the date that the related investments are marked
ex-dividend.
Dividends receivable on equity shares where no ex-dividend date is quotes are
recognised on the due date
Income from fixed interest securities is recognised on a time apportionment basis so as
to reflect the effective interest rate.
Deposit interest is recognised on an accrual s basis.
Special dividends of a revenue nature are recognised through the revenue column of the
Income Statement.
Special dividends of a capital nature are recognised through the capital column of the
Income Statement.
Where the Company has elected to receive its dividends in the form of additional shares
rather than cash the amount of the stock dividends is recognised as income.
(d) Expenses and interest
All expenses and interest are accounted for on an accruals basis. Expenses and interest
are charged to the Income Statement as a revenue item except where incurred in
connection with the maintenance or enhancement of the value of the Company's assets and
taking account of the expected long-term returns, when they are split as follows:
- Interest payable on loans has been allocated 25% to revenue and 75% to capital; and
- Investment Management and Management fees payable have been allocated 25% to revenue
and 75% to capital.
Transaction costs incurred on the purchase and sale of investments are taken to the
Income Statement as a capital item.
Notes to the Financial Statements (continued)
Accounting Policies (continued)
(e) Taxation
The tax effect of different items of income/gain and expenditure/loss is allocated
between capital and revenue. The standard rate of corporation tax is applied to taxable
net revenue. Any adjustment resulting from relief for overseas tax is allocated to the
revenue reserve.
(f) Deferred Taxation
Deferred tax is recognised in respect of all timing differences that have originated
but not reversed at the Balance Sheet date where transactions or events that result in
an obligation to pay more, or right to pay less, tax in future have occurred at the
Balance Sheet date. This is subject to deferred tax assets only being recognised if it
is considered more likely than not that there will be suitable profits from which the
future reversal of the underlying timing differences can be deducted. Timing
differences are differences arising between the Company's taxable profits and its
results as stated in the accounts which are capable of reversal in one or more
subsequent periods. Deferred tax is measured without discounting and based on enacted
tax rates. Due to the Company' status as an investment trust, and the intention to meet
the conditions required to obtain approval under Section 1158 and 1159 of the
Corporation Tax Act 2010 (formerly Section 842 of the Income and Corporation Taxes Act
1988) in the foreseeable future, the Company has not provided for deferred tax on any
capital gains and losses arising on the revaluation or disposal of investments.
(g) Foreign currencies
Transactions denominated in foreign currencies are recorded in the local currency at
actual exchange rates at the date of the transaction. Overseas assets and liabilities
are translated at the rate ruling at the Balance Sheet date. Profits or losses on the
retranslation of investments at the year-end are included within unrealised
appreciation/depreciation of investments and are taken to the capital reserve. Exchange
gains and losses of a revenue nature are taken to the revenue account. The functional
currency of the Company, being its statutory reporting currency, is sterling.
h) Capital reserve
The following are accounted for in this reserve:
- gains and losses on the realisation of investments;
- increases and decreases in the valuation of investments held at year end;
- realised and unrealised exchange differences of a capital nature;
- expenses and finance costs, together with the related taxation effect, charged to
this reserve in accordance with note (d) above;
- realised gains and losses on transactions undertaken to hedge an exposure of a
capital nature; and
- other receipts and payments of a capital nature.
Notes to the Financial Statements (continued):
Accounting Policies (continued)
2.
Income
2011 2010
£'000 £'000
Dividend income from investments+
Listed overseas 3,279 2,542
Other income*
Deposit interest - 3
Total income 3,279 2,545
+All investments have been designated as fair value through profit or loss on initial
recognition, therefore all investment income arises on investments at fair value
through profit or loss.
*Other income on financial assets not designated as fair value through profit or loss.
Investment Management and Management Fees
2011 2010
Revenue Capital Total Revenue Capital Total
3. £'000 £'000 £'000 £'000 £'000 £'000
Investment
management fee - F&C 281 845 1,126 281 842 1,123
Investment
Management fee -
First State 181 217 398 - - -
Management fee -
Frostrow 47 55 102 - -
509 1,117 1,626 281 842 1,123
Until 30 June 2010 the Company's Investment Manager was F&C Investment Business Limited
(`FCIB'). FCIB received a quarterly fee, payable in advance, equal to one quarter of
one per cent of the value of the net assets of the Company.
The contract between the Company and FCIB was terminated on 30 June 2010 and
compensation was paid by the Company to FCIB for the unexpired period of approximately
four months' notice under the management agreement.
First State Investment Management (UK) Limited (`First State') assumed responsibility
for the management of the Company's assets on 1 July 2010 and have been employed for an
initial three year term with six months' notice thereafter. A management fee of 0.75%
per annum of net assets is paid and there is an additional performance fee component at
the rate of 12.5% of returns in excess of the MSCI All Country Asia ex Japan Index
(measured on a total return basis, sterling adjusted) plus 1.75% per annum. First State
agreed to waive three months' fees on order to assist with the costs of the management
transition.
Frostrow Capital LLP (`Frostrow') assumed responsibility for company secretarial,
accounting, administration and marketing services with effect from 1 July 2010. A fee
of 0.2% per annum (plus VAT) of market capitalisation is payable for this service.
Frostrow agreed to waive three months' fees and to absorb certain other costs in order
to assist with the management transition. Frostrow's appointment can be terminated by
either party by giving six months' notice.
The overlap management fees period from 1 October 2010 to 4 November 2010 amounted to
£137,000 and has been charged 100% to the Revenue Column of the Income Statement.
The increase in the level of Investment Management and Management fees paid during the
year is due, in part to the increase in the assets of the Company and to the additional
fees paid during the overlap management fees period as detailed above.
Notes to the Financial Statements (continued):
Accounting Policies (continued
Dividends
4.
Under UK GAAP, final dividends are not recognised and paid until they are approved by
Shareholders. Amounts recognised as distributable to Ordinary Shareholders for the year
ended 31 January 2011, were as follows:
2011 2010
£'000 £'000
final dividend paid in respect of the year
ended 31 January 2010 of 1.29p per Ordinary
share 1,527 -
final dividend paid in respect of the year
ended 31 January 2009 of 1.29p per Ordinary - 1,527
share
In respect of the year ended 31 January 2011, a dividend of 1.29p per share has been
proposed, to be approved at the Company's forthcoming Annual General Meeting (AGM)
which will take place on 28 June 2011.
In accordance with FRS21 this dividend will be reflected in the interim accounts for
the period ending 31 July 2011.
Total dividends in respect of the financial year, on which the requirements of section
1158 of the Corporation Tax Act 2010 are considered:
2011 2010
£'000 £'000
Revenue available for distribution by way of
dividend for the year 1,511 1,363
Proposed dividend (to be approved at the AGM) (1,507) (1,527)
4 (164)
5. Return per ordinary share
The total return per Ordinary Share is based on the total return attributable to
Shareholders of £28,009,000 (2010: £49,021,000).
The revenue return per Ordinary Share is based on the net revenue return attributable
to Shareholders of £1,511,000 (2010: £1,363,000).
The capital return per Ordinary Share is based on the net capital return attributable
to Shareholders of £26,498,000 (2010: £47,658,000).
The total return, revenue return and the capital return per share are based on the
weighted average number of shares in issue during the year of 117,514,139
(2010:118,348,386).
6. Net Asset Value per Ordinary Share
The net asset value per Ordinary Share is calculated on net assets of £160,086,000
(2010: £135,254,000), divided by 116,848,386 (2010:118,348,386) Ordinary Shares, being
the number of Ordinary Shares in issue at the year end.
Notes to the Financial Statements (continued):
Accounting Policies (continued
7. Contingent Assets
As mentioned at the interim stage, based on new advice from the Company's tax advisers,
the Company submitted a claim to the Taipei National Tax Administration in Taiwan for
the recovery of tax withheld on income arising from the Company's investment in Taiwan.
The claim covers the years 2005 to 2009 and, if successful, the Company expects to
recover approximately £500,000 net of expenses.
To the date of these accounts the Company has recovered £115,000 net of costs in
respect of tax withheld and this amount has been recognised in these accounts. However,
as the likelihood, timing and quantum of the remaining recoverable amounts continues to
remain uncertain, no further amounts receivable have been recorded in the Company's
accounts, therefore leaving a contingent asset net of costs of £385,000 at 31 January
2011 (31 January 2010: nil).
8. Financial Information
This preliminary statement is not the Company's statutory accounts. The above results
for 2011 have been agreed with the Auditors and are an abridged version of the
Company's full draft accounts which have not yet been filed with the Registrar of
Companies. The 2011 accounts received an audit report which was unqualified did not
include a reference to any matter to which the auditors drew attention without
qualifying the report, and did not contain statements under Section 498 of the
Companies Act 2006.
The statutory accounts for the year ended 31 January 2010 have been delivered to the
Registrar of Companies and those for 31 January 2011 will be despatched to shareholders
shortly. The 2010 accounts received an audit report which was unqualified did not
include a reference to any matter to which the auditors drew attention without
qualifying the report, and did not contain statements under Section 498 of the
Companies Act 2006.
This preliminary announcement of the Company has been prepared in accordance with
United Kingdom Generally Accepted Accounting Practice (UK GAAP) and using the same
accounting policies as those in the last published annual accounts, being those to 31
January 2010.
Frostrow Capital LLP
Company Secretary
29 March 2011
- ENDS -