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
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