Final Results
Finsbury Worldwide Pharmaceutical Trust PLC
Audited Results for the Year Ended 31 March 2008
NEWS RELEASE
To: City Editors For immediate release
16 June 2008
Finsbury Worldwide Pharmaceutical Trust PLC today announces
preliminary results for the year ended 31 March 2008.
Year ended Year ended %
Financial Highlights 31 March 2008 31 March 2007 change
Shareholders' funds £224.8m £273.6m (17.8)
Net asset value per share (basic)* 486.6p 520.9p (6.6)
Net asset value per share (diluted)
(diluted for warrants)
482.4p 511.2p (5.6)
Share price 457.0p 477.8p (4.4)
Discount of share price to diluted (5.3%) (6.5%) N/A
net asset value
Discount of share price to basic net (6.1%) (8.3%) N/A
asset value
Benchmark Index** 7,049.7 7,507.7 (6.1)
Total expense ratio (incl. 1.3% 1.3% N/A
performance fees)
Total expense ratio (excl. 1.3% 1.3% N/A
performance fees)
*Total return, including portfolio income
**Datastream World Pharmaceutical Index (total return, sterling adjusted)
- ENDS -
The following are attached:
- Chairman's Statement
- Investment Manager Review
- Income Statement
- Reconciliation of Movements in Shareholders' Funds
- Balance Sheet
- Cash Flow Statement
- Notes to the Financial Statements
For further information please contact:
Alastair Smith Frostrow Capital LLP 020 3 008 4911
Jo Stonier/Eleanor Clarke Quill Communications 020 7758 2230
Ian Ivory Chairman (care of the Company Secretary) 020 3 008 4913
Chairman's Statement
Review of the Year and Performance
The year under review has been a challenging one for stock markets as a whole
and in this, my last statement as Chairman, I must report that the Company's
undiluted net asset value per share declined by 6.6%. The diluted net asset
value per share fell by 5.6% over the year. The Company's benchmark index fell
by 6.1% during the same period. The Company's share price fell by slightly
less, by 4.4%, as the discount of share price to the diluted net asset value
per share finished the year at 5.3% compared to 6.5% a year ago.
The Board
As mentioned at the interim stage I shall be retiring from the Board at the
Annual General Meeting. I have been a Director since the launch of the Company
in 1995 and in that period the Company's share price has grown by almost
400.0% compared to a rise in the Company's benchmark of nearly 320.0% (both
measured on a total return basis). Your Board is delighted that Martin Smith,
who joined the Board in November 2007, is to succeed me as Chairman at the
forthcoming Annual General Meeting.
Capital
The Board continued to implement its policy of active discount management
whereby consideration is given to buying back shares at prices representing a
discount greater than 6.0% to the diluted net asset value per share, if there
is demand in the market for it to do so.
In line with this policy, a total of 6,351,307 shares, 896,000 of which are
currently held in treasury, were repurchased during the year at a cost of
£30,852,000 (including expenses), representing 12.1% of the shares in issue at
the beginning of the year. Since the year end and to 16 June 2008, a further
1,387,750 shares costing £6,470,000 (including expenses), have been
repurchased to be held in treasury. The execution and timing of any share
buy-back will continue to be at the absolute discretion of the Board. The
Board has agreed that any shares held in treasury will be cancelled on the
date of the Annual General Meeting each year. Shareholder approval to renew
the authority to repurchase the Company's shares will be sought at the Annual
General Meeting.
At the regular warrant exercise date of 31 July a total of 14,687 warrants
were exercised raising a further £68,148 as at 31 July 2007. The remaining two
opportunities to exercise the warrants are on 31 July 2008 and 31 July 2009.
Derivatives
The Company continues to use derivative instruments to enhance the total
return to shareholders, within certain limits so that no more than 5.0% of the
Company's assets are exposed to the strategy. The Board is pleased to note
that gains of £2.1 million were generated during the year from the strategy by
our Investment Manager. In excess of £7 million of additional returns have now
been generated since the inception of the strategy in 2006.
Revenue and Dividends
The revenue return for the year was £1.7 million (2007: £1.9 million) and the
Board has recommended an interim dividend of 3.0p per share (2007: 3.0p). The
Company continues to charge 95.0% of the sum of the investment management and
management fees to capital and at 31 March 2008 the total expense ratio
(excluding performance fees) was 1.3% (31 March 2007: 1.3%).
The interim dividend will be payable on 25 July 2008 to equity shareholders on
the register of members on 20 June 2008. The shares will go ex-dividend on 18
June 2008.
The Company's Articles of Association (the "Articles")
The Board believes that as a result of various legislative and
regulatory developments the Articles should be amended to bring them into line
with current best practice. This will include a provision for the future use
of communications with shareholders both in electronic form and via the
website. A Special Resolution will be proposed at the Annual General Meeting
which will, if approved, ratify the adoption of new Articles. The material
differences between the current and the proposed Articles are summarised in a
separate circular to shareholders.
VAT
The Company is currently in the process of reviewing its position concerning
VAT in light of the result of the legal case initiated by the Association of
Investment Companies and JPMorgan Claverhouse Investment Trust plc. The
amounts involved are not expected to have a material impact on the Company's
net asset value. The Company will take credit for VAT recovered if any such
recovery can be assessed with reasonable certainty and will continue to follow
guidance issued by the Association of Investment Companies in this matter.
Savings Plans
The investment plans managed by Close Investments on behalf of the Company
have, subject to FSA rules, recently been transferred to Alliance Trust
Savings Limited (`ATSL'). It is our hope that being included in the much
larger, market-wide scheme run by ATSL will lead to increased private investor
interest in the Company. Existing plan members should have received
confirmation of the transfer including their new account details.
Outlook
The economic outlook remains uncertain and stock market conditions
will continue to be volatile and difficult in the short term. The Board
continues to closely monitor developments in the healthcare sector and to
explore new investment opportunities within the sector.
The stock market performance of the sector as a whole has trailed
that of the general market over the last several years. Over that time,
earnings per share of major biotechnology companies have advanced rapidly,
while those of major pharmaceutical companies have grown more slowly. At the
same time, scientific advance at discovery biotechnology companies has been
notable, resulting in several major successes in the investment portfolio.
However, there is risk in this sector, and occasional failures have detracted
from returns, but we are confident that the pace of scientific advance will
contribute to multiple opportunities for future profit. Merger and Acquisition
activity should continue, and expected enhancements at the US Food and Drug
Administration should result in a more positive stance towards new drug
approvals
Your Board believes that the investment portfolio is well
positioned to take advantage of not only a brighter outlook for the sector in
the medium term, but also a recovery in stock markets generally. Your Board
remains optimistic for the fortunes of the sector and for the Company and
would like to thank shareholders for their continued support.
Annual General Meeting
The Annual General Meeting of the Company will be held at the Barber-Surgeons'
Hall, Monkwell Square, Wood Street, London EC2Y 5BL on Wednesday, 23 July 2008
from 12 noon. I hope as many shareholders as possible will attend. This will
provide an opportunity to hear from Mr Samuel D Isaly of OrbiMed Capital LLC,
the Company's Investment Manager, on the period under review, recent
developments in the pharmaceutical sector and the prospects for the future.
Ian Ivory
Chairman
16 June 2008
REVIEW OF INVESTMENTS
We present with pleasure our thirteenth Review of Investments for
Finsbury Worldwide Pharmaceutical Trust PLC, which was launched in April 1995.
Performance Review
The Company's undiluted net asset value per share slightly
underperformed the benchmark during the past year. The Company's share price
decline of 4.4% and the undiluted net asset value decline of 6.6% compares to
a fall in the benchmark index of 6.1%. We are never pleased to report a loss
in value and we are very focused on delivering positive returns for our
investors over the years to come. Our longer term record remains strong, with
the Company's net asset value outperforming the benchmark index by several
percentage points over the past three years, and over 13 percentage points
over the past five years.
Our biggest winners all came from the biotechnology sector,
including names such as BioMarin, MedImmune, Genzyme, Onyx and Millenium.
These companies were supported by strong fundamental progress in general and,
in the case of MedImmune and Millenium, acquisition bids from large
pharmaceutical companies.
Our two biggest losers came from the pharmaceutical sector: Chugai
Pharmaceutical and Schering-Plough. Schering-Plough was affected after
releasing the outcome of a very small clinical trial that showed that one of
their key cholesterol drugs showed no benefit compared to an older generic
medicine. The resulting fallout from the media frenzy was swift and
Schering-Plough fell over 25.0% in the past quarter. A much larger clinical
trial has been underway for several years, which is expected to show a
meaningful clinical benefit to this drug for patients. Thus we maintained our
position and so far in the new fiscal year the stock has recovered from US$15
to over US$19 per share.
Valuation Erosion Continues
The last seven years have witnessed a remarkable underperformance
of the healthcare sector relative to the broader markets. We are convinced the
cycle will turn soon based on many factors: unprecedented low valuations,
continued high expected earnings growth rates for biotechnology companies and
the growth of new consumer markets in Asia. With respect to valuations, large
capitalisation biotechnology companies now trade at the cheapest valuations in
history. P/E ratios have fallen to an average of approximately 20, dragged
down by Amgen which now trades at less than 11x 2008 projected earnings.
In addition to opportunities in larger biotechnology companies, we
also see attractive valuations in the middle and smaller sized biotechnology
companies, in particular those companies we perceive to be "fallen angels".
Approximately one third of biotechnology companies now trade more than 50.0%
below their 52 week high. This level of carnage has not been seen since 2002.
The very low valuations of that year presaged a sharp rebound in the form of a
near 30.0% positive return for the Company in 2003. We are seeking to add
additional holdings from among a selection of "fallen angel" names which are
fundamentally attractive but have been hardest hit in the market.
Within the pharmaceutical sector, valuations are also continuing to
erode, and we now can find some dividend yields above 5.0% and P/E ratios that
are in the single digits. We have been underweight in these companies relative
to our benchmark for some time, and although great challenges remain ahead
(notably a cliff of patent expirations beginning next year and
legislative/political pressure) we now believe that selected contrarian value
plays are warranted. Many of these companies are trading with high dividend
yields (3.0-5.0%), P/E ratios that are deeply discounted to the market, and
bloated expense bases which leave significant room to grow earnings through
cost cutting in the absence of top-line growth.
Playing Politics with Our Health
The 2008 US Presidential election season is well under way and the
many campaign proposals offer some hope of increased utilisation of healthcare
goods and services for the approximately 45 million Americans with no health
insurance. Most of the leading candidates espouse a vision of achieving
universal coverage without a "single payer" model. Individuals would continue
to receive employer-provided coverage, public healthcare access programs would
be expanded, and subsidies would be provided for individuals to purchase
private insurance. If these 45 million under-served consumers are brought into
the healthcare system the resulting increase in volume of many healthcare
products would provide a much needed growth driver for industry. However the
possibility that new legislation could lift the restriction on Government
price controls in the Medicare prescription drug benefit, in addition to other
possible industry-unfriendly actions such as patent reforms favourable to
generics companies, may provide an offset to the volume growth in the form of
lower margins.
With the anticipated flurry of healthcare reform headlines during
the election year, we expect the coming pharma-political environment could be
reminiscent of the 1994 Hillary Clinton healthcare reform proposals. Thus, we
are dusting off our play book from 1994 and will evaluate several strategies
to reposition the Company to profit from this environment, such as increasing
exposure to both non-US companies and to sectors which could benefit from
expanded government involvement in healthcare (such as generic drug markets,
distributors and acute care hospitals). We will seek to avoid the companies
most vulnerable to pharma-political issues, such as pharmaceutical companies
with high-priced "me too" products.
An example of the international exposure that we have been adding
to insulate the Company from potential political headwinds is our investment
in several Japanese generic drug companies. We believe that the coming years
will see an increase in utilisation of generic drugs in Japan from the current
mid-teens market share towards a level more consistent with other developed
markets (US generic utilisation is nearly 60.0% of the drug market by volume).
This investment thesis received an important boost recently as new legislation
was passed in Japan which creates financial incentives for pharmacies to issue
at least 30.0% of their prescriptions with generics. We expect additional
regulatory and legislative actions in Japan to continue supporting this theme
over the coming years.
FDA Chasing Its Tail
The US Food and Drug Administration ("FDA") has been stuck for
several years now in a cautious mode with more emphasis on safety than
innovation. As a result of this climate, combined with continued low R&D
productivity from pharmaceutical companies, only 17 new pharmaceutical
products (so called "new chemical entities", or NCEs) were approved during
2007. The last time FDA approvals were at this low level was in 2002, and
before that in 1983.
The return to majority status for the Democrats in Congress is
partly to blame for this regulatory malaise. The Democrats have presided over
more scrutiny of the FDA, as evidenced by several high profile Congressional
hearings to debate FDA's management of safety issues involving several
products, including Avandia, Epogen, Aranesp and Ketek. The Commissioner of
FDA, Andrew von Eschenbach, does not yet appear to have solid footing with
respect to his leadership role as evidenced by inconsistent performances
during FDA budget and oversight hearings. He has done little so far to address
industry concerns that the FDA remains overly concerned with drug safety to
the potential detriment of new drug approvals as evidenced by the slow pace of
approvals for new chemical entities (only 7 this year so far). In some cases,
such as Zimulti from Sanofi-Aventis, drugs have been delayed or rejected
despite approval in Europe and other markets. This higher approval hurdle is
more of an issue for drugs addressing chronic diseases vs. acute care
therapies (such as oncology drugs). As a result, this regulatory burden falls
more heavily on pharmaceutical companies than the biotechnology sector.
We are not optimistic that strong leadership will be reasserted at
FDA during an election year and thus the industry will likely continue to face
product approval headwinds in 2008. However a new President (regardless of
party) would likely appoint a new FDA Commissioner in 2009. At this point any
change would be a welcome opportunity to reinvigorate agency leadership.
Merger & Acquisitions (M&A) in Fits & Starts
Within the biotechnology sector, our focus on investments in
acquisition targets worked well for the Company in the early part of the year,
as over a dozen acquisitions of biotechnology companies occurred during the
year. In particular, the Company's investment in MedImmune was our second
biggest winner as AstraZeneca offered a stunning $15.6 billion for the
company. This valuation equates to over ten times revenue and is indicative of
the lengths to which the traditional pharmaceutical companies will go in order
to acquire attractive biotechnology growth opportunities.
Since December, the level of M&A activity has been subdued as
Biogen Idec (BIIB) announced that its auction process had failed to produce
any satisfactory bids for the company and it would remain as an independent
entity for the foreseeable future. BIIB's stock price fell nearly 25.0% and
triggered a broad sell off in the biotechnology indexes during the month of
December. However a final chapter may still play out: the Swiss biotechnology
company Serono went through a similar auction process in 2005 which resulted
in no acquisition bids. Once the acquisition premium had leached out of the
stock, German drug maker Merck KGaA stepped in to acquire Serono in September
2006.
Looking ahead however, in the coming year we expect biotechnology
M&A will re-accelerate and remain as a defining theme as other large companies
continue to acquire smaller discovery companies to bolster their pipelines and
offset patent expirations
A Busy Summer Ahead
One of our recent challenges has been a lack of fundamental
stock-specific catalysts, such as new clinical trial data, new product
approvals and high profile acquisitions. Fortunately this situation will
change dramatically over the coming quarters as numerous catalysts are
expected to occur, all of which present significant opportunities to generate
meaningful returns. We highlight below three specific examples of these
catalysts:
- Bapineuzumab ("Bmab") data. Nothing ignites the life sciences
sector like the prospect of a new blockbuster drug. Bmab is a humanized
monoclonal antibody from Elan and Wyeth that is the most promising new
treatment in development for Alzheimer's disease. Data will be released
this summer that could demonstrate Bmab's ability to profoundly improve
the current standard of care for Alzheimer's patients. The market
potential for such a therapeutic is potentially enormous, with
approximately 8 million Alzheimer's sufferers in the US alone. If results
from the on-going phase III trial are positive, the drug could easily
become the largest selling therapeutic worldwide, surpassing current
leader Lipitor at over $12 billion annually.
- ASCO conference and FLEX data. The cancer drug Erbitux is being
tested in Non-Small Cell Lung Cancer (NSCLC), with data expected this
quarter at the upcoming American Society of Clinical Oncology (ASCO)
conference. NSCLC is one of the largest oncology markets in the US, and
Erbitux could potentially generate over $1 billion in sales from this
indication.
- Prasugrel decision. The FDA is currently evaluating approval of
Prasugrel, a potential competitor to Plavix, one of the world's current
best-selling drugs. In addition to impact on Eli Lilly, this decision will
impact two Japanese companies, Daiichi and Ube, which will receive
royalties on Prasugrel. The marketers of Plavix (Bristol-Myers Squibb and
Sanofi Aventis) also will be impacted significantly by this decision, as
the companies derive a large percentage of their profits from Plavix.
Although efficacy data for Prasugrel has been strong there is also
evidence of greater side effects, including excess bleeding in some
patients leading to higher mortality than Plavix.
Finally, we are pleased to announce that we have recently recruited
a new analyst, Kuhn Tsai, to lead our research efforts in healthcare services
and medical device companies. Kuhn has previous experience as a biotechnology
analyst at Goldman Sachs and Galleon Group and healthcare investment banking
experience from Lehman Brothers. His academic training includes an MD/MBA from
the University of Chicago and an A.B. from Harvard.
We appreciate your patience during these difficult markets as we
seek to return to the high level of returns which the Company has historically
delivered to its shareholders.
Samuel D. Isaly
OrbiMed Capital, LLC
Investment Manager
16 June 2008
Income Statement
for the year ended 31 March 2008
Revenue Capital Total Revenue Capital Total
2008 2008 2008 2007 2007 2007
£'000 £'000 £'000 £'000 £'000 £'000
Losses on investments held
at fair value through profit or
loss - (16,666) (16,666) - (37,708) (37,708)
Exchange gains on currency - 1,332 1,332 - 3,903 3,903
balances
Income from investments held
at fair value through profit
or loss (note 2) 3,404 - 3,404 3,891 - 3,891
Investment management,
management and performance
fees (note 3) (122) (2,323) (2,445) (147) (2,787) (2,934)
Other expenses (708) - (708) (973) - (973)
Net return/(loss) before
finance charges and taxation
2,574 (17,657) (15,083) 2,771 (36,592) (33,821)
Finance charges (51) (976) (1,027) (100) (1,893) (1,993)
Net return/(loss) on ordinary
activities before taxation
2,523 (18,633) (16,110) 2,671 (38,485) (35,814)
Taxation on net return/(loss)
on
ordinary activities (782) 372 (410) (819) 389 (430)
Net return/(loss) on ordinary
activities after taxation
1,741 (18,261) (16,520) 1,852 (38,096) (36,244)
Return/(loss) per share - 3.5p (37.1)p (33.6)p 3.3p (66.9)p (63.6)p
basic (note 4)
Return/(loss) per share - 3.5p (37.1)p (33.6)p 3.2p (66.9)p (63.7)p
diluted (note 4)
The total column of this statement is the profit and loss account of the
Company. The revenue and capital columns are supplementary to this and are
prepared under guidance by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing
operations.
The Company has no recognised gains and losses other than those disclosed in
the Income Statement and Reconciliation of Movements in Shareholders' Funds.
Accordingly, no separate Statement of Total Recognised Gains and Losses has
been presented.
No operations were acquired or discontinued in the year.
Reconciliation of Movements in Shareholders' Funds
For the year ended 31 March 2008
Called- Share Capital
up share premium Warrant Capital redemption Revenue
capital account reserve reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31 March 2007 14,401 117,565 7,436 130,724 375 3,130 273,631
Net (loss)/return on ordinary
activities after taxation - - - (18,261) - 1,741 (16,520)
Dividend paid in respect of
year ended 31 March 2007 - - - - - (1,544) (1,544)
Proceeds from exercise of
Warrants 4 64 - - - - 68
Transfer from warrant reserve
following exercise of warrants - 10 (10) - - - -
Shares purchased including
expenses (2,633) - - (30,852) 2,633 - (30,852)
At 31 March 2008 11,772 117,639 7,426 81,611 3,008 3,327 224,783
For the year ended 31 March 2007
Called- Share Capital
up share premium Warrant Capital redemption Revenue
capital account reserve reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31 March 2006 14,356 116,613 7,458 193,699 375 2,257 334,758
Net (loss)/ return from ordinary
activities after taxation - - - (38,096) - 1,852 (36,244)
Dividend paid in respect of year
ended 31 March 2006 - - - - - (979) (979)
Proceeds from exercise of
Warrants 8 143 - - - - 151
Transfer from warrant reserve
following exercise of warrants - 22 (22) - - - -
Shares purchased including
expenses (and held in treasury) - - - (24,879) - - (24,879)
Issue of own shares 37 787 - - - - 824
At 31 March 2007 14,401 117,565 7,436 130,724 375 3,130 273,631
Balance Sheet
as at 31 March 2008
2008 2007
£'000 £'000
Fixed Assets
Investments held at fair value through 220,587 289,919
profit or loss
Derivative - OTC swap 10,244 -
230,831 289,919
Current assets
Debtors 4,399 1,319
Cash at bank 7,050 376
11,449 1,695
Creditors
Creditors: amounts falling due within (17,035) (17,131)
one year
Derivative - financial instruments (462) (852)
(17,497) (17,983)
Net current liabilities (6,048) (16,288)
Total net assets 224,783 273,631
Capital and reserves
Called up share capital 11,772 14,401
Share premium account 117,639 117,565
Warrant reserve 7,426 7,436
Capital reserves 81,611 130,724
Capital redemption reserve 3,008 375
Revenue reserve 3,327 3,130
Total equity shareholders' funds 224,783 273,631
Net asset value per share - basic (note 6) 486.6p 520.9p
Net asset value per share - diluted (note 6) 482.4p 511.2p
Cash Flow Statement
for the year ended 31 March 2008
2008 2007
£'000 £'000
Net cash outflow from operating activities (332) (645)
Servicing of finance
Interest paid (1,023) (2,007)
Taxation
Taxation recovered 124 140
Financial investments
Purchases of investments and derivatives (219,443) (102,329)
Sales of investments and derivatives 269,680 152,855
Net cashflow from financial investment 50,237 50,526
Equity dividends paid (1,544) (979)
Net cash inflow before financing 47,462 47,035
Financing
Issue of shares 68 975
Purchase of shares (30,618) (24,179)
Decrease in short term loans (10,308) (29,907)
Net cash outflow from financing (40,858) (53,111)
Increase/(decrease) in cash for the year 6,604 (6,076)
Notes:
1 Accounting Policies
The principal accounting policies, all of which have been applied consistently
throughout the year in the preparation of these preliminary results, are on
the same basis as the statutory accounts of the Company, and are set out
below:
(a) Basis of Preparation
The financial statements have been prepared in accordance with applicable
accounting standards and with the Statement of Recommended Practice `Financial
Statements of Investment Trust Companies' dated December 2005 (the `SORP').
(b) Valuation of Investments
Listed investments have been designated by the Board as held at fair value
through profit or loss and accordingly are valued at fair value, deemed to be
bid market prices.
Unquoted investments are valued by the Directors using primary valuation
techniques such as earnings, multiples, option pricing models, recent
transactions and net assets.
Changes in the fair value of investments held at fair value through profit or
loss and gains and losses on disposal are recognised in the Income Statement
as `Gains or losses on investments held at fair value through profit or loss'.
Also included within this caption are transaction costs in relation to the
purchase or sale of investments, including the difference between the purchase
price of an investment and its bid price at the date of purchase. All
purchases and sales are accounted for on a trade date basis.
(c) Investment Income
Dividends receivable on equity shares are recognised on the ex-dividend date.
Where no ex-dividend date is quoted, dividends are recognised when the
Company's right to receive payment is established.
Deposit interest is accounted for on an accruals basis.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged
through the income account (revenue) except as follows:
(i) expenses which are incidental to the acquisition or disposal of an
investment are categorised as fixed assets at fair value through profit or
loss and are charged to capital; and
(ii) expenses are charged to the capital column of the income statement where
a connection with the maintenance or enhancement of the value of the
investments can be demonstrated. In this respect the investment management and
management fees, have been charged to the Income Statement in line with the
Board's expected long-term split of returns, in the form of capital gains and
income, from the Company's investment portfolio. As a result 5.0% of the
investment management and management fees are charged to the revenue column of
the income statement and 95.0% are charged to the capital column of the income
statement.
Any performance fee accrued or paid is charged in full to the capital column
of the income statement.
Notes (continued)
(e) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs are
charged to the income statement in line with the Board's expected long-term
split of returns, in the form of capital gains and income, from the Company's
investment portfolio. As a result 5.0% of the finance costs are charged to
revenue and 95.0% are charged to capital. Finance charges, if applicable,
including interest payable and premiums on settlement or redemption, are
accounted for on an accruals basis in the income statement using the effective
interest rate method and are added to the carrying amount of the instrument to
the extent that they are not settled in the period in which they arise.
(f) Taxation
The tax effect of different items of expenditure is allocated between capital
and revenue using the marginal basis.
Deferred taxation is provided for on all timing differences that have
originated but not reversed by the balance sheet date other than those
differences regarded as permanent. 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 reversal of timing differences can be
deducted. Any liability to deferred tax is provided for at the average rate of
tax expected to apply. Deferred tax assets and liabilities are not discounted
to reflect the time value of money.
(g) Foreign currency
The results and financial position of the Company are expressed in sterling,
which is the functional and presentational currency of the Company. Sterling
is the functional currency because it is the currency of the primary economic
environment in which the Company operates.
Transactions recorded in overseas currencies during the year are translated
into sterling at the appropriate daily exchange rates. Assets and liabilities
denominated in overseas currencies at the balance sheet date are translated
into sterling at the exchange rates ruling at the date.
Any gains or losses on the translation of foreign currency balances, whether
realised or unrealised, are taken to the capital or the revenue column of the
Income Statement, depending on whether the gain or loss is of a capital or
revenue nature.
(h) Financial instruments
The Company uses derivative financial instruments (namely put and call options
and an OTC equity swap also referred to as an M&A Basket). The merits and
rationale behind such strategies are to enhance the capital return of the
investment portfolio, facilitate management of the portfolio volatility and
improve the risk-return profile of the Company relative to its benchmark.
All derivative instruments are valued at fair value in the balance sheet in
accordance with FRS 26: `Financial Instruments: Measurement.'
Each investment in options is reviewed on a case-by-case basis and are all
deemed to be capital in nature. As such, all gains and losses on the above
strategies have been debited or credited to the capital column of the Income
Statement.
All gains and losses on the OTC equity swap during the swap term are accounted
for as unrealised gains and losses on investments. Where there has been a
re-positioning of the swap, gains and losses are accounted for on a realised
basis. All such gains and losses have been debited and credited to the capital
column of the income statement,
Notes (continued):
Accounting Policies (continued)
i) Reserves
Capital reserves
The following are charged to the capital column of the Income Statement and
transferred to this reserve:
- gains and losses on the realisation of investments;
- realised exchange differences of a capital nature;
- expenses, together with the related taxation effect, in accordance with the
above policies:
- increases and decreases in the valuation of investments held at the year
end; and
- unrealised exchange differences of a capital nature.
2 Income from investments held at fair value through profit or loss
2008 2007
£'000 £'000
Income from investments
UK listed dividends 3 -
Overseas dividends 3,029 3,123
Fixed interest income 144 498
3,176 3,621
Other income
Interest receivable 228 270
Total income from investments held
at fair value through profit or loss 3,404 3,891
Total income comprises
Dividends 3,032 3,123
Interest 372 768
3,404 3,891
3 Investment management, management and performance fees
Revenue Capital Total Revenue Capital Total
2008 2008 2008 2007 2007 2007
£'000 £'000 £'000 £'000 £'000 £'000
Investment management and
management fee 122 2,323 2,445 145 2,756 2,901
Irrecoverable VAT thereon - - - 2 31 33
122 2,323 2,445 147 2,787 2,934
At the year end there were no performance fees accrued or payable (2007: nil).
Notes (continued):
4 (Loss)/return per share
2008 2007
£'000 £'000
The (loss)/return per share is based
on the following figures:
Revenue return 1,741 1,852
Capital loss (18,261) (38,096)
Total loss (16,520) (36,244)
Weighted average number of shares
in issue for the year - basic 49,231,108 56,962,481
Revenue return per share 3.5p 3.3p
Capital loss per share (37.1)p (66.9)p
Total loss per share - basic (33.6)p (63.6)p
Weighted average number of shares
in issue for the year - diluted 49,675,682 57,619,379
Revenue return per share 3.5p* 3.2p
Capital loss per share (37.1)p* (66.9)p*
Total loss per share - diluted (33.6)p* (63.7)p
* dilution not applicable
5 Interim dividend
Under UK GAAP, final dividends are not recognised until they are approved by
shareholders and interim dividends are not recognised until they are paid.
They are also debited directly from reserves. Amounts recognised as
distributable to ordinary shareholders for the year ended 31 March 2008 were
as follows:
2008 2007
£'000 £'000
Interim dividend in respect of the year ended 31 1,544 -
March 2007
Interim dividend in respect of the year ended 31 - 979
March 2006
1,544 979
In respect of the year ended 31 March 2008, an interim dividend of 3.0p per
share (2007: interim dividend of 3.0p per share) has been declared. The
aggregate cost of this dividend based on the number of shares in issue at 16
June 2008 is estimated to be £1,344,000, In accordance with FRS 21 this
dividend will be reflected in the interim accounts as at 30 September 2008.
Total dividends payable in respect of the financial year, which is the basis
on which the requirements of s842 of the Income and Corporation Taxes Act 1988
are considered, are set out below:
Notes (continued):
2008 2007
£'000 £'000
Revenue available for distribution by way of
dividend for the year 1,741 1,852
Dividends proposed for the year ended
31 March (1,344)* (1,547)+
397 305
* based on shares in issue as at 16 June 2008 (44,802,411)
+ £1,544,000 was paid to shareholders on 18 July 2007. The difference is due
to additional shares being bought back for cancellation in the period from the
signing of the 2007 Annual Report on 11 June 2007 and the ex-dividend date of
13 June 2007.
6 Net asset value per share
2008 2007
Net asset value per share - basic 486.6p 520.9p
Net asset value pre share - diluted 482.4p 511.2p
The net asset value per share is based on the assets attributable to equity
shareholders of £224,783,000 (2007: £273,631,000) and on the number of shares
in issue at the year end of 46,190,161 (excluding shares held in treasury)
(2007: 52,526,781). The diluted net asset value per share assumes all
outstanding warrants are exercised at 464p resulting in assets attributable to
equity shareholders of £274,703,000 (2007: 323,619,000) and on the resultant
number of shares of 56,948,841 (2007:63,300,148). As at 31 March 2008, the
Company held 896,000 shares in treasury.
7 Financial Information
This preliminary statement is not the Company's statutory accounts. The above
results for 2008 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 2008 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 237 (2) and (3) of the Companies Act 1985.
The statutory accounts for the year ended 31 March 2007 have been delivered to
the Registrar of Companies and those for 31 March 2008 will be despatched to
shareholders shortly. The 2007 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 237 (2) and (3) of the Companies Act 1985.
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 March 2007.
Frostrow Capital LLP
Company Secretary
16 June 2008