Final Results

British Empire Sec & Gen Tst PLC 18 November 2003 BRITISH EMPIRE SECURITIES AND GENERAL TRUST P.L.C. PRELIMINARY ANNOUNCEMENT OF UNAUDITED ANNUAL RESULTS for the year ended 30 September 2003 •Net asset value ('NAV') increases by over 25%, at an all time high •NAV outperforms MSCI World Index by 9 percentage points •Discount continues to narrow, 6% at the year-end Chairman's Statement In my first year as Chairman I am delighted to report a successful year in both absolute and relative terms. The Company's net asset value per share increased by 25.6% compared to a rise in the MSCI World Index of 16.6%, while the FTSE All-Share and the Datastream Index (our benchmark) rose by 12.6% and 16.0% respectively. It is particularly pleasing to report that the closing year end net asset value of 217.6p and share price of 204.5p represented new all-time highs at a time when the major indices were still down between 30% and 50% from previous peaks. The decision to move to a highly liquid position at a time when we considered the markets to be over-valued and the subsequent re-investment of our liquidity at the lower levels in a selection of strongly performing stocks has enabled British Empire to show an increase in net asset value of 95% over the past 5 years compared with 6% growth in the MSCI World Index and a fall of 1% in the FTSE All-Share. Over 3 years, British Empire has beaten the major indices by about 40% and over both 3 year and 5 year periods the Company was top of out of 30 and 26 Global Growth trusts respectively. Following the reduction in our gilt edged holdings and deposits consequent upon our return to the equity markets, the revenue account has suffered as expected. As a result, there will be no special dividend as in the past two exceptional years, but the Board is pleased to recommend an increase in the final dividend from 1.1p to 1.15p per share, an increase in the total dividend for the year of 3.3%, slightly ahead of the rate of inflation. You will be aware that the Company's Investment Manager, Asset Value Investors Limited ('AVI') was the subject of a change of control in September 2003 by way of a management buy-out. As a consequence your Board has undertaken a review of the implications for the Company. In view of the Trust's highly satisfactory results over the past 18 years, its relative and absolute performance against its peers as outlined above and the retention by AVI of the individuals responsible for that performance, the Board took the view that it would wish to continue using AVI as investment manager for your Trust. Your Board's attention has now turned to the intended arrangements for Company Secretarial, Custody and Investment accounting. AVI has appointed Meteora Partners (whose principals include highly experienced personnel) to supervise the efficient provision of these services, although the ultimate responsibility lies with AVI. The Board through the Audit Committee will review the adequacy of provision of these services over the next year. AVI has always been independently registered with the FSA, which has been informed of the change of ownership. As part of the review process, the Board felt it appropriate to consider the Investment Management agreement and to decide, with advice from the Company's lawyers whether this needed to be updated. Certain changes will be made to bring it into line with modern 'best-practice'. The Board is also considering the Investment Management fee arrangements. The present fee basis came into effect in 1985 when the Manager had no established record in the sector and the distinctive philosophy was untested over longer periods. In setting the new fee basis, we shall take account of the distinctive style of our Manager, which is very different to that of the majority of Global Growth trusts; and the record of long term and substantial additions to Shareholder value ahead of the indices. We are also taking independent advice on the new fee arrangement and if appropriate will make an announcement when final agreement is reached. Shareholders will be aware that following the collapse of many split capital trusts, the FSA moved to change the listing rules to lessen the chances of any recurrence of such an event. The first draft of the new proposals, set out in Consultation Paper 164 ('CP164'), would have had the effect of drastically limiting this Company's investment flexibility. The Board decided that it must respond vigorously and I led a delegation of three Board members in two constructive meetings with senior FSA personnel, to set out the possibly unintended consequences of the draft proposal on our ability to continue what has been, in practice, an investment policy which has demonstrated significantly lower volatility than the indices. Part of our success has been founded on investments in other trusts offering particular sectoral or geographic focus at times when we see a specific market opportunity. Although the final version of CP164 means that our shareholder universe may be limited marginally, our investment flexibility should not be limited in any significant way provided that our investee investment trusts declare that they will not invest more than 15% in other investment trusts. To maintain our investment flexibility the Company announced on 29 October 2003 that it does not intend to be limited to a maximum holding of 15% of our assets in other listed investment trusts. The Board is pleased to note that in the absence of buy-backs, following the purchase of 15 million shares in the previous year, the discount narrowed from 7% to 6%, equivalent to 4.2 % with our Debentures valued at market. We retain the option to buy back shares should the discount widen and we believe it is in the best interests of our shareholders so to do at the time. The Board will consider the Company's use of treasury shares and will revert to Shareholders at next year's Annual General Meeting ('AGM') for the necessary powers if this is deemed appropriate. The Company again won a number of awards for its performance and it was particularly pleasing to win the AITC award for Best Annual Report in its category. A sustained effort by the Managers to meet Shareholders, potential new investors, advisors and journalists, together with the continuing outperformance, helped to improve the rating. The Board and Manager are discussing a revised marketing strategy, which will focus on increasing the demand for the Company's Shares, both from institutional sources and particularly from private investors. Last year three new independent Directors were appointed to the Board and they have made an important contribution to our deliberations. Sir David Kinloch retires from executive duties at Caledonia Investments in January 2004 and has indicated it is his intention to resign from the Board of British Empire at the AGM. Sir David has made a significant contribution over many years and his wisdom and advice will be greatly missed. Your Board proposes that John May who has recently been appointed an executive director of Caledonia Investments, our largest Shareholder, be appointed as a new Director following the AGM. In view of the move to employee ownership of AVI, John Walton offered to resign his Board seat in order to avoid any possible conflict of interest. Pledging to maintain his shareholding and his undiminished interest in the successful future of the Company, his offer was also influenced by longevity as a Director which makes him unacceptable in some corporate governance circles. The Board believes that John's experience, knowledge and advice play an important part in its deliberations and it is the Board's wish that he stays on as a full Director rather than attend meetings potentially acting as a 'shadow' Director. His re-appointment will be put to Shareholders for approval on an annual basis. The majority of the Board remains independent in line with codes of corporate governance but in practice all the Board takes a robustly independent view. The transition of the management from John Walton to John Pennink has been successful. Following his contribution in previous years, John Pennink has produced a considerable performance in his first year in sole charge and the Board congratulates him on that performance. Whatever the future holds, and respected opinion is sharply divided on the outlook for both economic growth and the returns from equities, the aim of this Company is to produce attractive long term absolute returns consistent with a lower than average risk profile. Shareholders will be aware that there are times, such as during the vogue for growth and technology stocks in 1998, when returns can lag the indices, but the long term record demonstrates that the Company's philosophy and style has added considerable long term value in excess of the major indices, and whatever the market background, the Company will maintain rigorously its long standing investment approach. Iain Robertson CBE Chairman 18 November 2003 Statement of Total Return of the Group Year ended Year ended 30 September 2003 30 September 2002 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains/(losses) on - 71,502 71,502 - (22,307) (22,307) investments Realised exchange gains/ - 8 8 - (281) (281) (losses) (Appreciation)/depreciation - (740) (740) - 1,839 1,839 of loan stock Income 8,162 1,003 9,165 10,241 - 10,241 Investment management fee (1,373) (709) (2,082) (1,649) (1,447) (3,096) (incl. irrecoverable VAT) Other expenses (incl. (1,002) - (1,002) (909) (121) (1,030) irrecoverable VAT) ---------------------------- ------ ------ ------ ------ ------ ------ Net return before finance 5,787 71,064 76,851 7,683 (22,317) (14,634) costs and taxation Finance costs (2,704) (7) (2,711) (2,644) (7) (2,651) ---------------------------- ------ ------ ------ ------ ------ ------ Return on ordinary 3,083 71,057 74,140 5,039 (22,324) (17,285) activities before taxation Tax on ordinary activities (357) (395) (752) (1,171) 434 (737) ---------------------------- ------ ------ ------ ------ ------ ------ Return attributable to 2,726 70,662 73,388 3,868 (21,890) (18,022) equity Shareholders Dividend in respect of (2,481) - (2,481) (3,059) - (3,059) equity shares ---------------------------- ------ ------ ------ ------ ------ ------ Transfer to/(from) 245 70,662 70,907 809 (21,890) (21,081) reserves ---------------------------- ------ ------ ------ ------ ------ ------ Return per Ordinary share: Basic 1.70p 44.14p 45.84p 2.29p (12.94p) (10.65p) ---------------------------- ------ ------ ------ ------ ------ ------ The revenue column of this statement represents the revenue account of the Group. No operations were acquired or discontinued during the year. Balance Sheets as at 30 September 2003 -------------------------------- ------------ ------------ Company Group 2003 2002 2003 2002 (unaudited) (audited) (unaudited) (audited) £'000 £'000 £'000 £'000 Fixed assets Investments - Securities 386,946 317,769 382,106 312,902 -------------------------------- -------- ------ -------- ------ Current assets Investments held by dealing - - 6 6 subsidiary Debtors 1,435 1,771 1,435 1,771 Cash at bank and on deposit 1,158 3,918 1,159 3,918 -------------------------------- -------- ------ -------- ------ 2,593 5,689 2,600 5,695 Creditors: amounts falling due (7,915) (13,059) (3,070) (8,198) within one year -------------------------------- -------- ------ -------- ------ Net current liabilities (5,322) (7,370) (470) (2,503) Total assets less current 381,624 310,399 381,636 310,399 liabilities Creditors: amounts falling due (33,246) (32,911) (33,246) (32,911) after more than one year Provision for liabilities and (64) (69) (64) (69) charges -------------------------------- -------- ------ -------- ------ Total net assets 348,314 277,419 348,326 277,419 -------------------------------- -------- ------ -------- ------ Capital and reserve Called-up share capital Ordinary shares 16,008 16,008 16,008 16,008 Reserves Capital redemption reserve 2,927 2,927 2,927 2,927 Share premium account 28,078 28,078 28,078 28,078 Capital reserve - realised 225,100 228,974 224,827 228,701 - unrealised 27,115 (47,394) 23,762 (50,774) Merger reserve 41,406 41,406 41,406 41,406 Revenue reserve 7,680 7,420 11,318 11,073 -------------------------------- -------- ------ -------- ------ Equity Shareholders' funds 348,314 277,419 348,326 277,419 -------------------------------- -------- ------ -------- ------ Net asset value per share 217.59p 173.30p 217.59p 173.30p -------------------------------- -------- ------ -------- ------ Consolidated Statement of Cash Flows Year ended Year ended 30 September 2003 30 September 2002 (unaudited) (audited) £'000 £'000 £'000 £'000 Net cash inflow from operating 3,931 5,494 activities Servicing of finance Interest paid (2,707) (2,701) ----------------------------------- ------- ------ ------- ------ Net cash outflow from returns on (2,707) (2,701) investment and servicing of finance Taxation UK tax paid less recovered - (985) WHT recovered 110 117 ----------------------------------- ------- ------ ------- ------ Tax recovered/(paid) 110 (868) Capital expenditure and financial investment Purchases of investments (140,795) (205,062) Sales of investments 142,482 200,612 Capital dividends 617 - ----------------------------------- ------- ------ ------- ------ Net cash inflow/(outflow) from 2,304 (4,450) investing activities Acquisitions and disposals Sale of subsidiary - 6,553 Expenses paid on sale of - (121) subsidiary ----------------------------------- ------- ------ ------- ------ Net cash inflow from disposals - 6,432 Equity dividends paid (3,041) (3,284) ----------------------------------- ------- ------ ------- ------ Net cash inflow before financing 597 623 Financing Share buybacks (2,189) (25,281) Buy back of Index Loan Stock (412) (313) ----------------------------------- ------- ------ ------- ------ Net cash outflow from financing (2,601) (25,594) ----------------------------------- ------- ------ ------- ------ Decrease in cash (2,004) (24,971) ----------------------------------- ------- ------ ------- ------ Reconciliation of net cash flow to movements in net debt Decrease in cash as above (2,004) (24,971) Purchase of Index Loan Stock 412 313 ----------------------------------- ------- ------ ------- ------ Changes in net debt resulting from (1,592) (24,658) cash flows Currency gains/(losses) 8 (281) Amortisation of debenture issue (7) (7) expenses (Increase)/decrease in value of (740) 1,839 Index Loan Stock ----------------------------------- ------- ------ ------- ------ Movement in net debt in year (2,331) (23,107) Net debt at 1 October (29,756) (6,649) ----------------------------------- ------- ------ ------- ------ Net debt at 30 September (32,087) (29,756) ----------------------------------- ------- ------ ------- ------ Notes: 1. The Board proposes a final dividend of 1.15p per Ordinary share which, if approved will be paid on 9 January 2004 to shareholders on the register on the record date of 5 December 2003. 2. Basic revenue return per ordinary share is based on Group revenue after taxation of £2,726,000 (2002: £3,868,000) and on 160,080,089 (2002: 169,144,747) ordinary shares, being the weighted average number of ordinary shares in issue during the year. 3. Basic capital gain per ordinary share is based on net gains for the financial year of £70,662,000 (2002: a loss of £21,890,000) and on 160,080,089 (2002: 169,144,747) ordinary shares, being the weighted average number of ordinary shares in issue during the year. 4. Income 2003 2002 £'000 £'000 Income from investments Listed investments 9,054 9,527 Scrip dividend - 94 ------------------------- ------- -------- 9,054 9,621 ------- -------- Other income Deposit interest 110 384 Gain / (loss) from dealing activities of subsidiaries 1 (3) Rental income - 239 ------------------------- ------- -------- 111 620 ------- -------- Total income 9,165 10,241 ------------------------- ------- -------- 5. Basic net asset value per Ordinary Share is based on net assets and on 160,080,089 (2002: 160,080,089) Ordinary Shares being the number of Ordinary Shares in issue at the year end. At the year end the net asset value per share adjusted to include the Debenture Stocks at market value rather than par was 213.42p (2002 - 168.89p). 6. The financial information set out in the announcement does not constitute the Company's statutory accounts for the years ended 30 September 2003 or 2002. The financial information for the year ended 30 September 2002 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237 (2) or (3) Companies Act 1985. The statutory accounts for the year ended 30 September 2003 will be finalised on the basis of the financial information presented by the Directors in the preliminary announcement and will be delivered to the Registrar of Companies in due course. The preliminary announcement is prepared on the same basis as set out in the previous year's annual accounts. 7. Copies of the Annual Report will be posted to shareholders in due course and further copies may be obtained from the Registered Office, One Bow Churchyard, Cheapside, London EC4M 9HH. The Annual General Meeting will be held on Monday, 15 December 2003. Aberdeen Asset Management PLC Company Secretary 18 November 2003 This information is provided by RNS The company news service from the London Stock Exchange
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