Final Results
NEWS RELEASE
To: City Editors For immediate release
12 June 2009
Finsbury Worldwide Pharmaceutical Trust PLC today announces
preliminary results for the year ended 31 March 2009.
Financial Highlights
Year ended Year ended %
31 March 2009 31 March 2008 change
Shareholders' funds £263.0m £224.8m 17.0
Net asset value per share (basic) 635.9p 486.6p 30.7
Net asset value per share (diluted)
(diluted for warrants)
600.5p 482.4p 24.5
Share price 550.5p 457.0p 20.5
Discount of share price to diluted (8.3%) (5.3%) N/A
net asset value
Discount of share price to basic net (13.4%) (6.1%) N/A
asset value
Benchmark Index* 8,101.0 7,049.7 14.9
Total expense ratio (excl. 1.2% 1.3% N/A
performance fees)
Total expense ratio (incl. 1.3% 1.3% N/A
performance fees)
*Datastream World Pharmaceutical & Biotechnology Index (total return, sterling
adjusted)
- ENDS -
The following are attached:
- Chairman's Statement
- Review of Investments
- 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 Quill Communications 020 7758 2230
Martin Smith Chairman (care of the 020 3 008 4913
Company Secretary)
Chairman's Statement
Review of the Year and Performance
In my first statement covering a full financial year I am delighted to report
that the Company's undiluted net asset value per share rose by 30.7% compared
to a rise of 14.9% in the Company's benchmark index during the same period.
This was against a background of particularly difficult market conditions
generally and by way of comparison, the MSCI World index declined by 22.2% in
sterling terms over the same period. It is particularly pleasing to report
that your Company benefitted from solid investment performance, arising mainly
from a combination of stable earnings and a more buoyant merger and
acquisition environment. This result demonstrates clearly the defensive
characteristics of the pharmaceutical and biotechnology sector, and against
this background our Investment Manager increased the Company's net debt
position from c.£3m of net funds to c.£30m of net debt over the course of the
year. The Company's performance was also helped by the significant weakening
of sterling against the U.S. dollar during the year. At 31 March 2009 the
exchange rate was 1.4334 compared with 1.9875 at 31 March 2008, a fall of 28%.
During the year, after taking into account the number of warrants outstanding,
the Company's fully diluted net asset value per share rose by 24.5% which
compares to a rise in the Company's share price of 20.5%, as the discount of
share price to the fully diluted net asset value per share widened slightly
during the year to close at 8.3% compared to 5.3% a year ago. This discount
level at the year end was slightly wider than the 6% target; however I would
like to remind shareholders that it remains possible for the share price to
trade slightly wider than the discount target and the discount reflects the
balance of supply and demand for the Company's shares on any one day.
During the calendar year to 31 December 2008, the Company's share price total
return ranked second out of approximately 250 UK listed investment companies
(Source: Winterflood Securities Limited) and the Company was awarded `Best
Specialist Trust 2008' by Investment Trust magazine.
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% to the fully 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 4,841,800 shares were repurchased and held in treasury during the
year at a cost of £24,746,000 (including expenses), representing 10.5% of the
shares in issue (excluding treasury shares) at the beginning of the year.
Since the Board implemented a policy of protecting a 6% discount in late 2004,
16.3 million shares have been repurchased representing 30% of the shares in
issue following the fund raising in 2004. I would like to remind shareholders
that the Board has resolved that any shares held in treasury will be cancelled
on the date of the Annual General Meeting each year and consequently all
shares held in treasury on 17 July 2009 will be cancelled.
Shareholder approval to renew the authority to repurchase the Company's shares
will be sought at the Annual General Meeting.
The Board has recently announced that is considering proposals for a bonus
issue of subscription shares to shareholders. The Board believes that
subscription shares represent an attractive way in which investors can
participate in future net asset value growth through subscribing for ordinary
shares. Documents containing recommended proposals will be posted to
shareholders following the passing of the resolution that the Company should
continue as an investment trust company, to be proposed at this year's Annual
General Meeting.
At the regular warrant exercise date of 31 July a total of 13,070 warrants
were exercised raising £61,000 as at 31 July 2008. Warrantholders have one
remaining opportunity to exercise their warrants at a price of 464p on 31 July
2009. A separate circular providing full details of this remaining opportunity
will be dispatched to warrantholders.
Derivatives and Portfolio Investments
The Company continues to use derivative instruments to enhance the total
return to shareholders, within certain limits so that no more than 5% of the
Company's assets are exposed to the strategy. The Board is pleased to note
that gains of £1.7 million were generated during the year from the strategy by
our Investment Manager. In excess of £8.5 million of additional returns have
now been generated since the inception of the strategy in 2006.
Also, during the year, the Board agreed that up to 5% of the portfolio could
be allocated to each of debt instruments, convertibles and royalty bonds
issued by Pharmaceutical and Biotechnology companies, as the Company's
Investment Manager believes that there are good investment opportunities
available in these areas.
Revenue and Dividends
The revenue return for the year was £2.4 million (2008: £1.7 million) and the
Board, in order to maintain investment trust status, has declared an interim
dividend of 5.0p per share (2008: 3.0p).
The interim dividend will be payable on 27 July 2009 to equity shareholders on
the register of members on 26 June 2009. The shares will go ex-dividend on 24
June 2009.
VAT
As shareholders will be aware from my previous statements, VAT is no longer
charged on investment management fees following the ruling by the European
Court of Justice in October 2007. Negotiations with the Company's previous
Manager, Close Investments Limited (`Close'), are continuing with respect to
recovering VAT previously written off as irrecoverable and the Company
expects, subject to the co-operation of Close, to have recovered such VAT by
30 September 2009.
Outlook
The economic outlook remains uncertain and stock market conditions
will continue to be volatile and difficult. The Board and your Investment
Manager continue to monitor closely developments in the healthcare sector and
to explore new investment opportunities.
Despite a difficult market backdrop in the short term, the Board
believes that continued merger and acquisition activity will be a key driver
for the healthcare sector, together with the expected successful development
of a number of important new products. Improved regulatory efficiency at the
U.S. Food and Drug Administration is also expected to result in a more
positive stance towards new drug approvals. However, we remain cautious
concerning the prospects for large pharmaceutical companies which are facing
the prospect of low research productivity and a wave of patent expirations
over the coming years.
The Board continues to believe that in OrbiMed, the Company has at
its disposal a first class investment management team and that the portfolio
is well positioned to take advantage of not only a bright outlook for the
sector, but also any recovery in stock markets generally. The Board remains
optimistic for the fortunes of the sector as a whole and for the Company and
would like to thank shareholders for their continued support.
Continuation vote
The Board has undertaken that every five years there will be a
continuation resolution tabled at the Annual General Meeting falling in that
year, and accordingly such a resolution is included in the notice of Annual
General Meeting contained within the annual report. In light of the Company's
track record, the prospects for the healthcare sector and the Company, the
Board unanimously recommends that shareholders vote in favour of Resolution 14
to allow the Company to continue as an investment trust.
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 Friday, 17 July 2009
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 healthcare sector and the prospects for the future.
Martin Smith
Chairman
11 June 2009
Review of Investments
We present with pleasure our annual Review of Investments for
Finsbury Worldwide Pharmaceutical Trust PLC, which was launched in April 1995.
Performance Review
We are delighted to report very strong performance results this
year from both an absolute and a relative perspective. The Company's undiluted
net asset value per share increased 30.7%, a rate of increase approximately
double the 14.9% increase recorded by our benchmark index. Since inception in
1995, the cumulative increase of the Company's undiluted net asset value per
share now measures 535.9% compared to a cumulative increase of only 264.6% in
the benchmark index.
There were major movements in exchange rates in the course of the year with,
for example, the U.S. dollar appreciating against sterling by 28%. These
exchange movements had a favourable, although difficult to quantify
specifically, impact on the net asset value of the Company. About 70% of
portfolio holdings are denominated in U.S. dollars and the companies
represented do business on a worldwide scale. The Company's accounting
currency is sterling and a strong U.S. dollar has helped the Company's returns
when their value is translated back into sterling. However, we should note
that as these companies trade on a global basis, movements in exchange rates
have had an effect, both positive and negative, on their own results.
As we have been touting for several years, investors in the
healthcare sector have an opportunity to earn outsized rewards by investing in
companies which are subsequently acquired. This strategy was essential to our
success over the past year, as four of the Company's top-performing stocks
received acquisition offers during the year. These acquisitions included
Tepnel, Imclone, Genentech and Schering-Plough.
The only concentrated area of weakness for the Company's
performance last year was in smaller biotechnology companies, which were
generally punished by the collapse of the financial markets. As investors in
general became more risk averse, development-stage companies such as Xoma and
Amylin suffered profound stock price declines despite having continued strong
fundamental prospects.
Following agreement by the Board that up to 5% of the portfolio
could be allocated to each of debt instruments, convertibles and royalty bonds
issued by Pharmaceutical and Biotechnology companies, two such investments
have been made to date, one in a convertible bond issued by genetics company
Affymetrix and the other in a bond issued by biotechnology company Elan.
Healthcare in the Eye of the Financial Market Storm
Amidst the worst financial market collapse in over a generation,
the healthcare sector validated its reputation as a defensive sector,
providing something of a safe haven and largely preserving investor capital.
Underpinning the strong relative performance of the sector has been a
combination of reasonably stable earnings for the larger companies, resurgent
mergers and acquisition ("M&A") activity, and a rotation of investor capital
into the healthcare sector away from more cyclical and consumer-discretionary
related sectors. This rotation into healthcare stocks is reminiscent of the
1990/1991 economic slowdown, a period with many parallels to today's declining
housing markets, financial market stresses, rising corporate and individual
default rates and poor economic growth. The biotechnology sector posted
extraordinary gains during this period, with the Amex Biotechnology Index
increasing 46% in 1990 and over 190% in 1991.
Looking forward over the next five years, the global economy will
clearly have to contend with the ramifications of the deleveraging of the U.S.
consumer. As of last year, the U.S. economy represented approximately a
quarter of the global economy, and of this figure nearly 70% was accounted for
by consumer spending, compared with 50% to 60% for many European countries. At
its nadir last year, the U.S. savings rate actually turned negative, meaning
U.S. consumers spent more than 100% of their disposable income. As the U.S.
retrenches from this consumer-driven growth bubble, many sectors of the global
economy which are tied to discretionary spending (and the U.S. consumer in
particular) will face significant headwinds over the coming years. We expect
healthcare companies will be well-positioned to maintain their growth rates
during this period, as their products are largely non-discretionary and are
often funded by government expenditures. We believe investors should maintain
a larger-than-normal allocation to healthcare investments, such as the
Company, over the coming years.
Healthcare Meets Obamanomics
In February, President Obama unveiled his plans for healthcare
reform as part of the release of his $3.6 trillion 2010 budget proposal. The
broad outline was for a combination of tax increases and spending cuts to free
up $630 billion over the next ten years to expand dramatically healthcare
coverage. Obama appears determined to deliver on his campaign promise to
expand access to the U.S. healthcare system for the nearly 50 million
uninsured Americans without implementing a UK-style single payor system. The
healthcare sector experienced a dramatic sell-off in the days following
publication of this plan as investors began to fear implementation of a
radical healthcare overhaul dominated by the federal government. During March
however the sell-off abated and investor sentiment turned more neutral as
investors began to examine the proposals and recognise that there were no
incremental negative industry implications in the budget plans.
Looking ahead, the broad push to reform the U.S. healthcare system
will drive changes and growth that we expect to be largely beneficial to the
generic pharmaceutical, hospital and healthcare technology sectors, while
creating headwinds for traditional large pharmaceutical companies, managed
care providers and selected large biotechnology companies at risk of
"biosimilar" competition. An additional $6 billion of proposed funding to the
National Institutes of Health (NIH) will stimulate new basic research,
particular in oncology, while an additional $1 billion of funding for the U.S.
Food and drug Administration (FDA) will help to expedite decision-making and
hopefully improve efficiency and morale after a period of lacklustre
effectiveness by the agency. President Obama's pick to run the FDA,
Dr. Margaret Hamburg, is viewed as a reasonable, pragmatic leader for the
agency, able to draw on her past experience as the former Health Commissioner
of New York City and previous work at the NIH.
Biotechnology Acquisition Announcements
Announcement Target Acquiror Deal Size Premium
Date Paid
12/03/09 CV Therapeutics Gilead Sciences $1.4 billion 25%
27/2/09 Arena Cephalon $210 million 69%
Therapeutics
30/01/09 Tepnel Life Gen-Probe $132 million 126%
Sciences
12/01/09 Targanta Medicines Co. $50 million 72%
05/01/09 Indevus Endo $370 million 45%
Pharmaceuticals
24/11/08 Alpharma King $1.6 billion 54%
Pharmaceuticals
24/11/08 Omrix Johnson & Johnson $465 million 18%
30/10/08 Genelabs GlaxoSmithKline $57 million 430%
06/10/08 Imclone Systems Eli Lilly $6.5 billion 51%
01/09/08 Sciele Pharma Shionogi $1.4 billion 57%
25/07/08 Acambis Sanofi Aventis £275 million 65%
15/07/08 Lev ViroPharma $443 million 49%
Pharmaceuticals
10/07/08 Speedel Novartis $880 million 94%
08/07/08 SGX Eli Lilly $64 million 119%
Pharmaceuticals
07/07/08 APP Fresenius $3.6 billion 29%
Pharmaceuticals
03/07/08 Jerini Shire $521 million 73%
23/06/08 Barrier Stiefel Labs $148 million 136%
Therapeutics
09/06/08 Third Wave Tech. Hologic $580 million 7%
05/06/08 Tercica Ipsen $665 million 104%
29/05/08 Kosan Biosciences Bristol-Myers $190 million 233%
Squibb
12/05/08 Iomai Intercell $189 million 128%
22/04/08 Sirtris GlaxoSmithKline $720 million 84%
11/04/08 Millennium Takeda $8.8 billion 53%
Mergers and Acquisitions Bonanza
As mentioned earlier, our investment theme focused on M&A targets
yielded strong results during the year. The recent surge in acquisitions
coupled with high premiums paid for the acquired companies demonstrate
continued strong demand from large pharmaceutical companies as they look to
smaller drug companies to offset their generally low research productivity. As
shown in the table above, the past year has seen over a score of acquisitions
of smaller discovery companies. Fortunately for investors in these acquired
companies, the premium paid for them has averaged upwards of 50%.
In addition to these smaller deals, there have been several
blockbuster announcements over the past year, such as Pfizer's $68 billion bid
for Wyeth, Merck's $41 billion bid for Schering-Plough, and Roche's $44
billion bid for Genentech. We have been adept at positioning the
Company advantageously to profit from M&A activity with several of the
Company's stocks having received acquisition offers during the year.
The Company is well positioned to continue profiting from the high
level of M&A activity, as a substantial number of our holdings are invested in
small and mid-sized companies with products that would be attractive to
numerous larger strategic buyers.
Our Game Plan for 2009 and Beyond
The coming years promise to be an exciting time for investors in
the healthcare sector as we expect a continued flurry of M&A activity, the
successful development of several "blockbuster" new products, improved
regulatory efficiency particularly in the U.S., and a broad push towards
expanded healthcare coverage for consumers in many large markets such as the
U.S. and China. We are focused on finding investment opportunities that will
benefit from these trends. Some key elements of our portfolio strategy going
into 2009 include:
- Substantial investments in several undervalued major
biotechnology companies that are trading near historically low valuations
despite 15% to 20% expected future earnings growth rates, full product
pipelines, low risk of generic competition, and high product margins.
- Holdings of selected biotechnology companies that are clear
acquisition targets. We have generated substantial profits from our M&A
investment strategy in previous years and we expect 2009 to be no exception.
- Investments in selected emerging biotechnology companies which
have recently launched or will soon launch a potential "break out" product.
Companies transitioning from development stage to commercial stage often
experience significant relative valuation increases as the investment thesis
becomes de-risked, attracting a broader base of potential investors.
- Cautious stance towards the 15 remaining large pharmaceutical
stocks, which are facing a "perfect storm" challenge to their business model.
They are confronting low research productivity and an unprecedented wave of
patent expirations over the coming years, as over $100 billion in branded drug
sales will be genericised by 2014. Thus within this segment we are selectively
focused on finding contrarian deep-value investments in companies with high
dividends, trough valuations, potential to be acquired and favorable
product-specific catalysts.
As always, we appreciate and thank you for your support.
Samuel D Isaly
OrbiMed Capital LLC
Investment Manager
11 June 2009
Income Statement
for the year ended 31 March 2009
Revenue Capital Total Revenue Capital Total
2009 2009 2009 2008 2008 2008
£'000 £'000 £'000 £'000 £'000 £'000
Gains/(losses) on investments
held at fair value through
profit or loss - 76,505 76,505 - (16,666) (16,666)
Exchange (losses)/gains on - (12,042) (12,042) - 1,332 1,332
currency balances
Income from investments held at
fair value through profit or
loss (note 2) 4,018 - 4,018 3,404 - 3,404
Investment management,
management and performance fees
(note 3) (116) (2,436) (2,552) (122) (2,323) (2,445)
Other expenses (588) - (588) (708) - (708)
Net return/(loss) before
finance charges and taxation
3,314 62,027 65,341 2,574 (17,657) (15,083)
Finance charges (29) (543) (572) (51) (976) (1,027)
Net return/(loss) on ordinary
activities before taxation
3,285 61,484 64,769 2,523 (18,633) (16,110)
Taxation on net return/(loss)
on ordinary activities
(866) 360 (506) (782) 372 (410)
Net return/(loss) on ordinary
activities after taxation
2,419 61,844 64,263 1,741 (18,261) (16,520)
Return/(loss) per share - basic 5.5p 141.4p 146.9p 3.5p (37.1)p (33.6)p
(note 4)
Return/(loss) per share - 5.4p 138.2p 143.6p 3.5p (37.1)p (33.6)p
diluted (note 4)
The "Total" column of this statement is the Income Statement 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 2009
Called-up Share Capital
share premium redemption
capital Warrant Capital reserve Revenue
account reserve reserve reserve
£'000 £'000 Total
£'000 £'000 £'000 £'000 £'000
At 31 March 2008 11,772 117,639 7,426 81,611 3,008 3,327 224,783
Net return on ordinary
activities after taxation
- - - 61,844 - 2,419 64,263
Dividend paid in respect of
year ended 31 March 2008
- - - - - (1,344) (1,344)
Proceeds from exercise of 3 58 - - - - 61
warrants
Transfer from warrant reserve
following exercise of warrants
- 9 (9) - - - -
Shares purchased including
expenses
(670) - - (24,746) 670 - (24,746)
At 31 March 2009 11,105 117,706 7,417 118,709 3,678 4,402 263,017
For the year ended 31 March 2008
Called-up Share Capital
share premium redemption
capital Warrant Capital reserve Revenue
account reserve reserve reserve
£'000 £'000 Total
£'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 4 64 - - - - 68
Warrants
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
Balance Sheet
as at 31 March 2009
2009 2008
£'000 £'000
Fixed Assets
Investments held at fair value through profit or 294,928 220,587
loss
M&A Basket - OTC equity swap 10,321 10,244
305,249 230,831
Current assets
Debtors 1,307 4,399
Cash at bank 9,979 7,050
11,286 11,449
Creditors
Creditors: amounts falling due within one year (52,564) (17,035)
Derivative (options) - financial instruments (954) (462)
(53,518) (17,497)
Net current liabilities (42,232) (6,048)
Total net assets 263,017 224,783
Capital and reserves
Called-up share capital 11,105 11,772
Share premium account 117,706 117,639
Warrant reserve 7,417 7,426
Capital reserve 118,709 81,611
Capital redemption reserve 3,678 3,008
Revenue reserve 4,402 3,327
Total equity shareholders' funds 263,017 224,783
Net asset value per share - basic (note 6) 635.9p 486.6p
Net asset value per share - diluted (note 6) 600.5p 482.4p
Cash Flow Statement
for the year ended 31 March 2009
2009 2008
£'000 £'000
Net cash outflow from operating activities (61) (332)
Servicing of finance
Interest paid (582) (1,023)
Taxation
Taxation recovered 91 124
Financial investments
Purchases of investments and derivatives (251,520) (219,443)
Sales of investments and derivatives 257,286 269,680
Net cash inflow from financial investment 5,766 50,237
Equity dividends paid (1,344) (1,544)
Net cash inflow before financing 3,870 47,462
Financing
Issue of shares 61 68
Purchase of own shares (25,068) (30,618)
Repayment of short term loans (14,813) (10,308)
Net cash outflow from financing (39,820) (40,858)
(Decrease)/increase in cash for the year (35,950) 6,604
Notes to the Financial Statements:
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 January 2009 (the `SORP').
The Company's financial statements are presented in sterling. All values are
rounded to the nearest thousand pounds (£'000) except where otherwise
indicated.
(b) Investments held at fair value through profit or loss
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.
Income from fixed interest securities is recognised on a time apportionment
basis so as to reflect the effective interest rate.
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 portfolio. As a result 5% of the investment
management and management fees are charged to the revenue column of the Income
Statement and 95% 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 to the Financial Statements (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
portfolio. As a result 5% of the finance costs are charged to revenue and 95%
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) Derivative 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
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 investment holding gains or 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 to the Financial Statements (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.
Rates of exchange against sterling at 31 March
2009 2008
US dollar 1.4334 1.9875
Japanese Yen 141.5720 197.8260
Swiss franc 1.6298 1.9658
Euros 1.0796 1.2543
2 Income from investments held at fair value through profit or loss
2009 2008
£'000 £'000
Income from investments
UK listed dividends 212 3
Overseas dividends 3,594 3,029
Money market dividend 48 144
Fixed interest income 71 -
3,925 3,176
Other income
Interest receivable 93 228
Total income from investments held at
fair value through profit or loss
4,018 3,404
Total income comprises
Dividends 3,854 3,176
Interest 164 228
4,018 3,404
Notes to the Financial Statements (continued):
3 Investment management, management and performance fees
Revenue Capital Total Revenue Capital Total
2009 2009 2009 2008 2008 2008
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 83 1,584 1,667 84 1,607 1,691
Management fee 33 628 661 38 716 754
Performance fee accrual - 224 224 - - -
116 2,436 2,552 122 2,323 2,445
No performance fee was paid during the year (2008: nil). At the year end a
performance fee of £224,000 was accrued (2008: nil).
4 Return/ (loss) per share
2009 2008
£'000 £'000
The return/(loss) per share is based
on the following figures:
Revenue return 2,419 1,741
Capital return/(loss) 61,844 (18,261)
Total return/(loss) 64,263 (16,520)
Weighted average number of shares in
issue during the year - basic
43,756,755 49,231,108
Revenue return per share 5.5p 3.5p
Capital return/(loss) per share 141.4p (37.1)p
Total return/(loss) per share - basic 146.9p (33.6)p
Weighted average number of shares in
issue during the year - diluted
44,764,156 49,675,682
Revenue return per share 5.4p 3.5p*
Capital return/(loss)loss per share 138.2p (37.1)p*
Total return/(loss)loss per share - 143.6p (33.6)p*
diluted
* 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 2009 were
as follows:
2009 2008
£'000 £'000
Interim dividend in respect of the year ended 31 1,344 -
March 2008
Interim dividend in respect of the year ended 31 - 1,544
March 2007
1,344 1,544
Notes the Financial Statements (continued):
In respect of the year ended 31 March 2009, an interim dividend of 5.0p per
share (2008: 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 11
June 2009 is estimated to be £2,000,000. In accordance with FRS 21 this
dividend will be reflected in the interim accounts as at 30 September 2009.
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:
2009 2008
£'000 £'000
Revenue available for distribution by way of
dividend for the year
2,419 1,741
Dividends for the year ended 31 March (2,000)* (1,344)
419 397
* based on 40,009,334 shares in issue as at 11 June 2009.
6 Net asset value per share
2009 2008
Net asset value per share - basic 635.9p 486.6p
Net asset value pre share - diluted 600.5p 482.4p
The net asset value per share is based on the assets attributable to equity
shareholders of £263,017,000 (2008: £224,783,000) and on the number of shares
in issue at the year end of 41,361,431 (excluding shares held in treasury)
(2008: 46,190,161). The diluted net asset value per share assumes all
outstanding warrants are exercised at 464p resulting in assets attributable to
equity shareholders of £312,877,000 (2008: 274,703,000) and on the resultant
number of shares of 52,107,041 (2008:56,948,841). As at 31 March 2009, the
Company held 3,058,050 shares in treasury (2008: 896,000).
7 Financial Information
This preliminary statement is not the Company's statutory accounts. The above
results for 2009 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 2009 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 2008 have been delivered to
the Registrar of Companies and those for 31 March 2009 will be despatched to
shareholders shortly. 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.
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 2008.
Frostrow Capital LLP
Company Secretary
12 June 2009