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
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