Final Results
PRELIMINARY ANNOUNCEMENT OF RESULTS
For the year ended 28 February 2006
CHAIRMAN'S STATEMENT
The Year's Returns: NAV: +6.5% to 244.9p;
I have to report to shareholders that we have not had a very good
year. Over the twelve months to the end of February our net asset
value rose by 6.5% to 244.9p. It is of course our purpose in
business to provide positive returns for shareholders - and that
indeed we achieved - but we could have done so much better for you
than we did. The stock market as a whole - as measured by the FTSE
All-Share Index - rose by 18.6%, so that our return for you trailed
well behind.
The reason for the poor relative performance effectively came down to
our investment in the shares of just three small companies - Gresham
Computing, Emblaze Systems, and Orca Interactive. The prospects for
each company depended on a particular event, which did not
materialise, causing disappointment in the stock market and a large
decline in the price of their shares. In each case we had made a
considerable commitment. It was a case of the promise of jam today
being delayed to jam tomorrow.
The pity of it was that other parts of the portfolio did very well
indeed. James Barstow's portfolio management approach is based on
his macro economic assessment of the investment environment, from
which he identifies favourable investment themes and picks the shares
of companies which stand to benefit from them. Furthermore, the
holding which provided the best return from the portfolio was BTG
Group, itself a smaller company, the prospects for which are also
driven by a particular event - the outcome of its trials of a drug
for the treatment of varicose veins. It would not be surprising if
one or more of the events concerning Gresham, Emblaze and Orca were
to come to pass and to turn our losses into profits. James remains
optimistic that these commitments - taken as a whole - will prove to
be rewarding.
The tables below show the top five contributors to and detractors
from the returns we made during the year. Represented in them are
two of the themes that James has focused on so successfully in the
past: house building and Ireland. To have earned returns from the
top 5 contributors which alone would have added circa 20% to the net
asset value and then to have lost most of it from five other holdings
can certainly be described as a tragedy and James himself is more
than contrite in his own report in the annual report to be sent to
shareholders.
Increase in value Contribution to NAV
Top 5 Contributors
1. BTG Group £2,262,000 15.0p
2. Persimmon £2,223,000 14.7p
3. Anglo Irish Bank £1,213,000 8.0p
4. Gartmore Irish Inv. Tst. £806,000 5.3p
5. Standard & Chartered Bank £427,000 2.8p
TOP 5 CONTRIBUTORS £6,931,000 45.8p
.
Decrease in value Detraction from NAV
Top 5 Detractors
1. Gresham Computing £2,315,000 15.3p
2. Emblaze Systems £1,714,000 11.3p
3. Orca Interactive £1,254,000 8.3p
4. Monterrico Metals £383,000 2.5p
5. Asia Energy £274,000 1.8p
TOP 5 DETRACTORS £5,940,000 39.2p
It is the policy of the Board of Directors that the dividend should
grow over the years. However it should be recognised that the income
earned will fluctuate according to what investments are held in the
portfolio in any given year - so that some years (2005 for instance)
there will be a contribution to revenue reserves and others (this
year for instance) there will be a drawdown from reserves. The Board
is recommending a dividend of 2.95p per share in respect of the past
year, which if approved by shareholders, will be paid on 16 August
2006.
Long Term NAV: 5 Years: + 34.1% to Benchmark: + 3.1%
Returns: 244.98p;
Since launch (13/3/97): + Benchmark: +37.1%
150.5% to 244.98p;
Despite having had a difficult year the long-term returns remain
good. Over the last 5 years, the time the Board has determined that
is most appropriate over which to judge the Manager's performance,
the net asset value has risen by 34.1%. It amounts to 6.4% per annum
and it is better than that of the stock market which rose by 3.1%,
equivalent to 0.6% per annum. Good long-term returns, in our case,
come from getting the investment environment right and from patient
investing. James's long-term thesis is that the global economic
environment is fundamentally disinflationary - even deflationary -
the influences of the Chinese and Indian economies, of technology, of
globalisation and of the ageing populations all having restraining
influences on output prices. There is no doubt that we are going
through a period of rising inflation at the moment - driven by higher
commodity prices and plentiful money - but that does not change those
fundamentally deflationary forces at work.
The Board recently held an "away-day" meeting when it considered a
number of long-term issues, including that of the long-term
investment environment. Part of the agenda for the day was a basic
review of the environment; another part was a critical review of our
investment activity in relation to it, including a long hard look at
why we have not done so well recently. It is the role of a board to
lend its support to the manager in such circumstances and to provide
as much assistance as possible. This I hope that we have done and
that as a consequence we can continue to produce good long-term
returns for shareholders.
The Board of Directors, in its annual assessment of the Manager,
concluded that, although the short-term returns were not as good as
they ought to have been, the long-term ones were good and that Mars
Asset Management had the resources, experience and talent to
reproduce the good long-term returns that it has in the past. It
therefore concluded that it was in shareholders' interests that Mars
should remain in situ as the Manager.
Shareholders' Total Returns: Over one year: +6.9p or +3.3%
Over five years: +54.9p or +31.3%
The return that shareholders ultimately achieve derives from the
dividends paid and the share price appreciation, which in turn
derives from the combination of the appreciation of the net asset
value, tempered by any change in the discount to the net asset value
at which the share price stands. The table below outlines the total
return (share price appreciation and dividends) that shareholders
enjoyed over the last year and the last five years.
Attribution of shareholders' return One year Five years
Increase in NAV per share +15.0p +6.5% +63.3p +34.1%
Change in discount -9.7p -4.6% -22.8p -13.1%
Increase in share price +4.0p +1.9% +40.5p +23.3%
Dividends +2.9p +1.4% +14.4p +8.2%
Total Shareholders' Return* +6.9p +3.3% +54.9p +31.3%
*NB dividends not reinvested
Part of the job of achieving good shareholders' returns is that of
attending to the discount at which the share price stands in relation
to its net asset value. The best way of achieving as good a rating
as possible is to achieve good returns. Communicating with
shareholders and with the market is another important part of the
process. And the Board takes powers each year to buy back shares
into treasury or for cancellation as may be appropriate. We
appreciate that buying back shares at a discount to the underlying
net asset value enhances it but we are also conscious of the fact
that reducing the overall value of the Company's market
capitalisation makes it less attractive for a lot of shareholders and
can therefore lead to a higher discount. We continue to monitor this
dilemma.
Changes in the Annual Report: Change in accounting standards,
adopting "IFRS"
The Business Review
It seems that every year boards of directors of quoted British
companies have some new requirement that they have to address in
reporting to shareholders. This year there are two new ones: the
adoption of a brand new set of accounting standards, the
International Financial Reporting Standards ("IFRS"), and The
Business Review.
The International Accounting Standards Board has issued a new set of
standards for quoted British companies - and indeed, in theory at
least, all quoted companies - which is aimed at setting a common set
of standards around the world. It is a perfectly sensible goal
because it makes accounts globally comparable. However the standards
have not only been harmonised on a country basis but also on an
industry basis, ignoring the differing nature of different business.
To make matters worse, a set of accounts has now become even longer
and even more unintelligible to the beneficial owners of shares.
In our case, although there are a lot of differences in how we report
to you, there are two differences that effect the reported net asset
value: (i) the portfolio is now valued using bid prices (the price at
which a market makers bids for shares) and (ii) the final dividend is
no longer deducted from the net asset value. The net effect of these
changes on last year's reported net asset value amounts to an
increase of £133,000 or 0.9p per share to 230.0p per share. It has
not made a huge difference.
The Business Review is a new requirement that emanates from the
Modernisation Directive of the European Union: it requires quoted
companies to provide shareholders with a fair review of the business,
a description of its principal risks and uncertainties, an analysis
of its development and performance and finally those key performance
indicators that give guidance as to its performance. It was one of
the issues that the board gave consideration to at its away-day,
focusing particularly on the risks that long-term shareholders of
Aurora Investment Trust assume in being shareholders and on the key
performance indicators that the Board uses to assess the performance
of the Company over one year and five years. Because of the volatile
nature of equities, the Board does not consider one year a
satisfactory time period over which to make such judgments and has
chosen to include the five year numbers alongside the one year ones.
As I said earlier it is the time period over which the Board judges
Mars Asset Management in the annual review.
The Business Review forms part of the Directors' Report, as it must.
Annual General Meeting: at 12 pm on 1st August 2006 at 145-157 St
John St., London, EC1
I do urge as many shareholders as possible to join us for the Annual
General Meeting. It will be held at 12 pm at Cavendish
Administration's offices at Crusader House 145-157 St John Street,
London (Farringdon tube station). It is the occasion when
shareholders can meet all of the directors and ask questions or make
comments or suggestions which we would welcome and which we feel that
all shareholders should have the benefit of hearing. Please come and
join us.
Current Outlook and Prospects:
A remarkable thing about the last few years has been the steady
growth of the world economy. Although there were some economic set
backs amongst emerging economies at the end of the 1990s and in the
more mature economies following the bursting of the dot.com boom in
2000, the global economy itself has continued to grow. The last
three years has witnessed a bull market in most asset classes with
the FTSE All-Share in particular rising from a low of circa 3,200 in
the first quarter of 2003 to circa 6,000 recently. It has been a
period of easy money; it has also been a period during which China,
India and Japan - all three important economies - have contributed to
global economic growth, Japan's economy having been in a dire state
for many years. A consequence of it has been a huge increase in the
price of many commodities for the first time since the 1970s. More
importantly for the various stock markets, there has been a material
strengthening of corporate balance sheets as companies have
experienced strong cash flow, have been able to pay out higher
dividends and even able to buy back surplus equity. A combination of
low inflation, low interest rates, strong corporate cash flow and
rising earnings and dividends represents the sweet spot for equities.
However in the shorter-term your directors are somewhat cautious.
After such a run, it would not be unusual for stock markets to pause
for breath. Around the world central banks have begun increasing
interest rates for fear of rising inflation; indeed there has been
considerable asset price inflation recently. That part of our
discussion at our away-day which focussed on risks highlighted our
concerns that interest rates may rise rather further than people are
currently expecting; if so it could lead to a rather tough time for
both bond and equity markets. While we would not say that investors
generally are thoughtlessly ebullient - as they undoubtedly were at
the beginning of 2000 - there are risks (higher interest rates, bird
flu', Iran, oil supply problems, the US Dollar to name but a few),
which may not be fully priced into equity shares. And of course
there will inevitably be events which occur which none of us ever
thought of. The difficult trick that central bankers have is to
manage raising interest rates so as to curtail any rise in inflation
without precipitating a recession: possibly easier said than done.
Still the long-term global growth story remains intact. There is no
doubt that equities in most countries in the world are much more
reasonably valued than they were in 2000. Given that such a very
large proportion of the profits made by companies listed on the
London Stock Exchange are earned overseas, there is every chance that
corporate Britain should be a major beneficiary of that global
growth. Providing the central banks don't mismanage interest rates
and that a serious bout of protectionism doesn't derail the global
growth story, there is no reason why selected British companies
cannot prosper in the years ahead. It is up to us to identify and
invest in them. We have in the past and I am sure we will in the
future.
Alex Hammond-Chambers
Chairman
15 June 2006
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2006
Year ended 28 February 2006 Year ended 28 February 2005*
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains/(losses) on
fair value through
profit or loss
financial assets:
Gains on non-current - 3,714 3,714 - 7,112 7,112
investments
Realised gains of 137 - 137 195 - 195
trading subsidiary
Unrealised losses of (831) - (831) - - -
trading subsidiary
Total (losses)/gains (694) 3,714 3,020 195 7,112 7,307
on fair value through
profit or loss
financial assets
Exchange differences - (155) (155) - 69 69
on overdraft
Income 835 - 835 857 - 857
Investment management (178) (178) (356) (156) (605) (761)
fees
Other expenses (225) - (225) (195) - (195)
Profit before finance (262) 3,381 3,119 701 6,576 7,277
costs and tax
Finance costs (207) (207) (414) (139) (139) (278)
Profit before tax (469) 3,174 2,705 562 6,437 6,999
Tax - - - - - -
Profit for the year (469) 3,174 2,705 562 6,437 6,999
Earnings per share - (3.10p) 21.01p 17.91p 3.72p 42.61p 46.33p
basic and diluted
*Restated under IFRS (see note 3)
The total column of this statement represents the Group's Income
Statement, prepared under IFRS. The revenue and capital columns,
including the revenue and capital earnings per share data, are
supplementary information.
All revenue and capital items in the above statement derive from
continuing operations. No operations were acquired or discontinued
during the period. All revenue is attributable to the equity holders
of the parent company. There are no minority interests.
The Board recommends a final dividend of 2.95p per share (see note 6)
CONSOLIDATED BALANCE SHEET
AT 28 FEBRUARY 2006
2006 2005*
£'000 £'000
NON-CURRENT ASSETS
Investments at fair value through profit or loss 44,003 41,531
CURRENT ASSETS
Investments held for trading 1,111 -
Sales for future settlement - 414
Other receivables 152 75
Taxation recoverable 30 18
Cash and cash equivalents 98 745
1,391 1,252
TOTAL ASSETS 45,394 42,783
CURRENT LIABILITIES:
Purchases for future settlement - 734
Other payables 118 555
Bank overdraft 8,266 6,751
8,384 8,040
TOTAL ASSETS LESS CURRENT LIABILITIES 37,010 34,743
EQUITY
Called up share capital 3,777 3,777
Share premium account 10,997 10,997
Realised capital reserve 12,228 8,099
Unrealised capital reserve 9,689 10,644
Revenue reserve 319 1,226
TOTAL EQUITY 37,010 34,743
Net assets per ordinary share 244.98p 229.98p
*Restated under IFRS (see note 3)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2006
2006 Note
Share Share Realised Unrealised Revenue Total
capital premium capital capital reserve
account reserve reserve
£,000 £,000 £,000 £,000 £,000 £,000
Opening 3,777 10,997 8,099 10,949 788 34,610
equity - as
previously
stated under
UK GAAP
Changes in 3 - - - (305) 438 133
accounting
policy
Opening 3,777 10,997 8,099 10,644 1,226 34,743
equity - as
reported
under IFRS
Profit/(loss) - - 4,129 (955) (469) 2,705
for the year
Dividends 6 - - - - (438) (438)
paid
Closing 3,777 10,997 12,228 9,689 319 37,010
equity
2005 Note
Share Share Realised Unrealised Revenue Total
capital premium capital capital reserve
account reserve reserve
£,000 £,000 £,000 £,000 £,000 £,000
Opening 3,777 10,997 6,977 5,632 664 28,047
equity - as
previously
stated under
UK GAAP
Changes in 3 - - - (303) 431 128
accounting
policy
Opening 3,777 10,997 6,977 5,329 1,095 28,175
equity - as
reported
under IFRS
Profit/(loss) - - 1,122 5,315 562 6,999
for the year
Dividends 6 - - - - (431) (431)
paid
Closing 3,777 10,997 8,099 10,644 1,226 34,743
equity
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2006
2006 2005*
£'000 £'000
NET CASH INFLOW FROM OPERATING ACTIVITIES
Cash inflow from investment income and interest 835 848
Cash (outflow)/inflow from held for trading (1,805) 195
current asset investments
Cash outflow from management expenses (1,096) (980)
Payments to acquire non-current asset investments (13,514) (7,747)
Receipts on disposal of non-current asset 14,436 7,921
investments
Tax paid (12) (17)
NET CASH INFLOW FROM OPERATING ACTIVITIES (1,156) 220
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (438) (431)
Increase in bank borrowings 1,515 345
Interest paid (413) (298)
NET CASH INFLOW/(OUTFLOW) FROM FINANCING 664 (384)
ACTIVITIES
DECREASE IN CASH AND CASH EQUIVALENTS (492) (164)
Cash and cash equivalents at beginning of year 745 839
Decrease in cash (492) (164)
Translation difference (155) 70
Cash and cash equivalents at end of year 98 745
*Re-stated under IFRS
NOTES
1. Status of this Report
The above results for the year ended 28 February 2006 are unaudited.
This financial information does not constitute the Company and
Group's statutory accounts for the year ended 28 February 2006, which
will be finalised on the basis of the financial information in this
Preliminary Announcement.
Statutory accounts for the year ended 28 February 2006 are to be
delivered to the Registrar of Companies following the Annual General
Meeting.
The information for the year ended 28 February 2005 has been
extracted from the latest published audited financial statements, as
restated to comply with IFRS (see note 3). The audited financial
statements for the year ended 28 February 2005 have been filed with
the Registrar of Companies. The report of the auditors on those
accounts contained no qualification or statement under section 237(2)
or (3) of the Companies Act 1985.
2. Basis of Accounting
The financial statements of the Company and the Group have been
prepared in accordance with International Financial Reporting
Standards ("IFRS"), which comprise standards and interpretations
approved by the IASB and International Accounting Standards and
Standing Interpretations Committee interpretations approved by the
IASC that remain in effect, and to the extent that they have been
adopted by the European Union.
The Company and the Group financial statements were prepared in
accordance with United Kingdom Generally Accepted Accounting
Principles (UK GAAP) up to and including the year ended 28 February
2005. UK GAAP differs in some respects from IFRS. In accordance
with the rules of IFRS, the date of transition to IFRS is deemed to
be 1 March 2004, so that the comparative information is also prepared
under IFRS and has been restated where necessary. Under IFRS, the
Statement of Recommended Practice (SORP) issued by the Association of
Investment Trust Companies has no formal status, but the Group has
taken the guidance of the SORP, as revised in December 2005, into
account to the extent that is appropriate and compatible with IFRS.
The accounting policies are unchanged from those used in the last
annual financial statements except where otherwise stated.
The relevant changes of accounting policies are as follows:
(i) The Group has elected to treat its investments as assets
held at fair value through profit or loss. Under IFRS, the fair
value for quoted investments is deemed to be the market bid price.
Under UK GAAP as operated in previous years, investments were valued
at mid market prices.
(ii) Investments held for trading are now valued on the same
basis as in (i) above.
(iii) When investments are treated as assets held at fair value
through profit or loss, transaction costs on acquisition such as
brokers' commissions and stamp duty are recognised under IFRS as an
item of expense rather than, as in UK GAAP, being added to cost.
(iv) Dividends payable are no longer treated as liabilities until a
legal obligation to pay them has arisen, which is deemed to be when
the dividend is declared. Final dividends, which are approved and
thus declared by the Company in general meeting, are not therefore
reflected in the financial statements until the time of the Annual
General Meeting. The Company does not pay interim dividends and
therefore no restatement is necessary in respect of interim
dividends.
3. IFRS Transition Reconciliation
The restatements required by the changes in accounting policy, as set
out in note 2 above, are as follows:
(a) Profit after taxation
Year ended
28 February 2005
£'000
Profit for the financial period/year, as
previously stated under UK GAAP 7,001
Effect of revaluation of investments to bid
prices (2)
As reported under IFRS 6,999
(b) Net assets
At 28 February At 29 February
2005 2004
£'000 £'000
Opening net assets, as previously
stated under UK GAAP 34,610 28,047
Effect of valuation of investments (305) (303)
at bid prices
Proposed dividends written back 438 431
As reported under IFRS 34,743 28,175
4. Income
2006 2005
Income from investments: £'000 £'000
Franked dividends from listed investments 739 666
Franked preference share income - 56
Unfranked income from overseas dividends 63 86
Income from listed fixed interest securities 25 40
827 848
Other income:
Interest receivable 8 9
8 9
835 857
5. Investment Management Fees and Other Expenses
2006 2005
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fees
178 178 356 156 156 312
- monthly - - - - 449 449
- performance
178 178 356 156 605 761
Administration fees 59 - 59 52 - 52
Custodian's fees 13 - 13 12 - 12
Registrar's fees 6 - 6 6 - 6
Directors' fees 67 - 67 50 - 50
Auditors' fees - audit 20 - 20 17 - 17
non-statutory interim 3 - 3 - - -
advice
Tax advice 6 - 6 8 - 8
Miscellaneous expenses 51 - 51 50 - 50
Total other expenses 225 - 225 195 - 195
6. Ordinary Dividends
2006 2005
£'000 £'000
Dividends reflected in the financial
statements:
Final dividend paid for the year 2005 at 2.9p (2004:
2.85p) 438 431
Dividends not reflected in the financial statements:
Proposed final dividend for the year 2006 at 2.95p
per share (2005: 2.9p) 446 438
The directors recommend an ordinary dividend of 2.95p per share
absorbing £446,000. If approved by the Annual General Meeting, this
dividend will be paid on 16 August 2006 to shareholders on the
register at 23 June 2006.
7. Earnings per share
Earnings per share are based on the profit of £2,705,000
(2005:£6,999,000) attributable to 15,107,250 (2005: 15,107,250)
ordinary shares of 25p.
Supplementary information is provided as follows: revenue earnings
per share are based on the revenue loss of £469,000 (2005: profit
£562,000); capital earnings per share are based on the net capital
gains of £3,174,000 (2005: £6,437,000), attributable to 15,107,250
(2005: 15,107,250) ordinary shares of 25p.
Company Secretary and Registered Office:
Cavendish Administration Limited
Crusader House, 145-157 St. John Street
London EC1V 4RU
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