21 December 2012
Schroder UK Growth Fund plc (the "Company") hereby submits its Half-Yearly Report and Accounts for the period ended 31 October 2012 as required by the UK Listing Authority's Disclosure and Transparency Rule 4.1. Please click on the following link to view the document:
The Half-Yearly Report is also being published in hard copy format and an electronic copy of the Half-Yearly Report will shortly be available to download from the Company's website http://www.schroderukgrowthfund.com. Please click on the following link to view the document:
The Company has submitted its Half-Yearly Report to the National Storage Mechanism and it will shortly be available for inspection at www.hemscott.com/nsm.do.
Enquiries:
John Spedding
Schroder Investment Management Limited Tel: 020 7658 3206
Chairman's Statement
Performance
During the six month period ended 31 October 2012, the Company's fully diluted net asset value delivered a total return of 7.5%, while the share price achieved a total return of 8.7%. These compare with an equivalent total return of 3.3% by the FTSE All-Share Index over the same period.
Further comment on performance and investment policy is included in the Investment Manager's Review.
Dividends
The Directors have declared an increased first interim dividend of 1.75p per share for the year ending 30 April 2013 (2012: 1.50p). The first interim dividend will be payable on 31 January 2013 to shareholders on the Register on 28 December 2012. The Board expects at least to maintain last year's second interim dividend level of 2.00p, thereby ensuring a rise in the full year's payout.
Gearing Policy
The Company maintains a credit facility of £35 million of which £25 million has remained drawn throughout the period. Net effective gearing (which takes account of cash held in the portfolio as well as borrowings) was 7.5% at the beginning of the period under review, and this had increased to 8.2% at 31 October 2012.
The Company's gearing continues to operate well within pre-agreed limits set by the Board which stipulate that gearing should not represent more than 20% of shareholders' funds. The Board continues to believe that gearing can enhance performance over time and provides a valuable investment tool for the Manager.
Discount Management Policy
The Board maintains a formal discount management policy in order to seek to hold the discount to the net asset value at which its shares are quoted on the London Stock Exchange to no greater than 5% over the long-term. The average discount during the period (based on diluted, capital only net asset values) was 6.8%. During the period a total of 550,000 Ordinary shares were purchased for cancellation in support of the Board's discount management policy.
The Directors continue to keep the discount under review and will purchase shares, if appropriate, in accordance with its formal discount management policy.
Subscription Shares
Following the final subscription date, 31 July 2012, 43,394 Ordinary shares were issued following the exercise of conversion rights of Subscription shareholders. Following this issue, a total of 21,349,803 Subscription shares remained unexercised and their listing has been suspended. The Company will make arrangements for the conversion of the remaining Subscription shares in due course.
Outlook
The UK stock market is now towards the top of the range it has been in for the last five years. Whether it can break out into new territory probably depends on the same balance as in earlier years, between the global uncertainties on one hand and relatively healthy corporate profitability and appealing share valuations on the other.
The Company's net asset value will inevitably move with the swing in sentiment between these two factors, but the Manager's goal is still to pick a concentrated list of shares that can materially outperform the average. It is pleasing to see that the Company has recently been named this year's best UK Growth fund at the Investment Week Investment Company of the Year Awards 2012. We look forward to our Manager continuing to deliver the performance that earned this award.
Alan Clifton
Chairman
18 December 2012
Investment Manager's Review
Performance
Over the 6 months to 31 October the total return on the fully diluted net asset value was 7.5%, compared to the total return from the FTSE All Share index of 3.3% (source: Morningstar/Thomson Financial Datastream).
The largest individual contributor was Debenhams, which recently announced plans to expand with new shops and in its online business. Virgin Media (telecommunications) was also among the largest contributors. Revenues climbed 4.2% year-on-year, and the company announced that it would begin the next part of its share buyback programme. Other positive contributors included house builder Taylor Wimpey and Lloyds Banking Group, the latter as sentiment towards banks was lifted by central bank actions. This pattern of share prices reacting to policymakers' actions is likely to remain. Over the longer term, however, we believe that the on-going improvement in banks' business fundamentals will warrant further share price increases. Our chosen banks are already making robust returns on equity within their core businesses, but this remains masked by losses on legacy assets while sentiment towards the share prices is being affected by a number of regulatory fines. With each set of results there is further progress in deleveraging. One of the greatest detractors came from luxury goods group Burberry following slowing sales.
Market Background
This has been a year of contradictions for the UK market. At times investors have been prepared to take more risk on the view that the uncertainties about global growth and the Eurozone are discounted in prices. However, price rises have tended to be concentrated in supposedly lower-risk shares like telecoms, utilities and beverages. Investors have not become less risk-averse so much as keen on predictable yield.
The UK economy has finally emerged from the longest double-dip recession since the Second World War. It is worth noting that we struggle to reconcile the GDP data with what companies tell us, that activity is not getting much better or worse. Inflation is coming down, which should support some real income growth. Even though the public sector continues to shed staff, the private sector is creating sufficient jobs that employment is rising. Equally, though it is difficult to get credit from banks, net new business formation is increasing at double-digit year-on-year rates.
The market has not had a clear sectoral pattern. Cyclicals such as banks and life assurers have performed well, while defensives such as telecommunications have also performed strongly. Healthcare and basic materials have underperformed.
Investment Activity and Portfolio Strategy
The portfolio has not changed materially for a while, with turnover being either switching some successes into laggards, or reinvesting proceeds from this year's takeovers, Misys and Logica. The policy therefore remains concentrated on a small number of our high conviction holdings. This leaves the Company without a dominant macro-economic or thematic view. If there is one position that probably defines policy relative to some of its peers it is where we do not see that value, in defensives. The enthusiasm for 'predictable yield' has driven those lower-growth shares onto premia that we find hard to justify.
Outlook
Investors have three immediate concerns: can the US avoid its 'fiscal cliff', will China achieve a soft landing, and can Europe make progress on its sovereign and banking crises? We believe fears will reduce on all three. The US is likely to agree a fiscal policy which turns the 'cliff' into a gentle slope. Given that US banks are creating credit again and that an improving housing market is underpinning consumer confidence, a positive agreement will reassure US corporates. Equally, now the policy vacuum in China prior to the leadership transition is over, better economic data and modest policy stimulus should ease fears of a 'hard landing'.
Against a background of improving activity in the US and China, even Europe may fail to dominate investor sentiment. Much progress has been made this year in the multi-year evolution towards fiscal union and the appropriate mix of austerity, reforms and fiscal transfers. We expect further progress in 2013.
Investors' overriding worry is that the scale of debt in the West condemns us to weak growth for the foreseeable future. If the three immediate concerns fade, however, even this cornerstone of the bear case may be challenged. Some modest acceleration in growth is key to deficit and debt reduction. Risk appetite will ebb and flow with the macroeconomic data, but an improvement in the deteriorating trend of recent months would help improve corporate confidence and investment.
The portfolio's policy remains concentrated in a small number of companies with strong balance sheets, low valuations, robust business models, and significant growth potential that can prosper in a tough corporate environment. The gearing at the period end was 8%, close to where it was 12 months earlier and a continued reflection of our view that - for all of the risks - the market is capable of further increases.
Schroder Investment Management Limited
18 December 2012
Interim Management Report
Principal Risks and Uncertainties
The principal risks and uncertainties with the Company's business fall into the following categories: financial risk; strategic risk; and accounting, legal and regulatory risk. A detailed explanation of the risks and uncertainties in each of these categories can be found on page 11 of the Company's published Annual Report and Accounts for the year ended 30 April 2012. These risks and uncertainties have not materially changed during the six months ended 31 October 2012.
Going Concern
The Directors believe that, having considered the Company's investment objective, risk management policies, capital management policies and procedures, the nature of the portfolio and expenditure projections, that the Company has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence for the foreseeable future. For these reasons, they consider that there is reasonable evidence to continue to adopt the going concern basis in preparing the financial statements.
Related Party Transactions
During the first six months of the current financial year, no transactions with related parties have taken place which have materially affected the financial position or the performance of the Company.
Directors' Responsibility Statement
The Directors confirm that, to the best of their knowledge, this set of condensed financial statements has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP) and with the Statement of Recommended Practice Financial Statements of Investment Companies and Venture Capital Trusts (SORP) issued in January 2009 and the Interim Management Report as set out above includes a fair review of the information required by 4.2.7R and 4.2.8R of the FSA's Disclosure and Transparency Rules.
Income Statement
(Unaudited) |
(Unaudited) |
(Audited) |
||||||||||||
For the six months |
For the six months |
For the year |
||||||||||||
ended 31 October 2012 |
ended 31 October 2011 |
ended 30 April 2012 |
||||||||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
Gains/(losses) on investments held at fair value through profit or loss |
- |
12,074 |
12,074 |
- |
(24,750) |
(24,750) |
- |
(13,497) |
(13,497) |
|||||
Net foreign currency gains |
- |
1 |
1 |
- |
1 |
1 |
- |
- |
- |
|||||
Income from investments |
3,512 |
- |
3,512 |
3,166 |
- |
3,166 |
6,647 |
42 |
6,689 |
|||||
Other interest receivable and similar income |
48 |
- |
48 |
14 |
- |
14 |
43 |
- |
43 |
|||||
Gross return/(loss) |
3,560 |
12,075 |
15,635 |
3,180 |
(24,749) |
(21,569) |
6,690 |
(13,455) |
(6,765) |
|||||
Investment management fee |
(220) |
(513) |
(733) |
(213) |
(498) |
(711) |
(428) |
(998) |
(1,426) |
|||||
Administrative expenses |
(254) |
- |
(254) |
(245) |
- |
(245) |
(461) |
- |
(461) |
|||||
Net return/(loss) before finance costs and taxation |
3,086 |
11,562 |
14,648 |
2,722 |
(25,247) |
(22,525) |
5,801 |
(14,453) |
(8,652) |
|||||
Finance costs |
(72) |
(168) |
(240) |
(78) |
(179) |
(257) |
(160) |
(372) |
(532) |
|||||
Net return/(loss) on ordinary activities before taxation |
3,014 |
11,394 |
14,408 |
2,644 |
(25,426) |
(22,782) |
5,641 |
(14,825) |
(9,184) |
|||||
Taxation (note 4) |
(3) |
- |
(3) |
(35) |
- |
(35) |
(38) |
- |
(38) |
|||||
Net return/(loss) on ordinary activities after taxation |
3,011 |
11,394 |
14,405 |
2,609 |
(25,426) |
(22,817) |
5,603 |
(14,825) |
(9,222) |
|||||
Return/(loss) per Ordinary share (note 5) |
1.87p |
7.08p |
8.95p |
1.64p |
(15.99)p |
(14.35)p |
3.49p |
(9.23)p |
(5.74)p |
|||||
The "Total" column of this statement is the profit and loss account of the Company. The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Total column includes all the information that is required to be disclosed in a Statement of Total Recognised Gains and Losses ("STRGL"). For this reason a STRGL has not been presented.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period.
Reconciliation of Movements in Shareholders' Funds
For the six months ended 31 October 2012 (unaudited)
|
Called-up |
|
Capital |
Share |
Warrant |
|
|
|
|
share |
Share |
redemption |
purchase |
exercise |
Capital |
Revenue |
|
|
capital |
premium |
reserve |
reserve |
reserve |
reserves |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 30 April 2012 |
40,569 |
9,829 |
19,409 |
78,766 |
417 |
70,196 |
5,018 |
224,204 |
Net return on ordinary activities |
- |
- |
- |
- |
- |
11,394 |
3,011 |
14,405 |
Ordinary dividends paid in the period |
- |
- |
- |
- |
- |
- |
(3,217) |
(3,217) |
Repurchase and cancellation of the Company's own Ordinary shares |
(137) |
- |
137 |
(696) |
- |
- |
- |
(696) |
Issue of Ordinary shares on exercise of Subscription shares |
11 |
46 |
- |
- |
- |
- |
- |
57 |
At 31 October 2012 |
40,443 |
9,875 |
19,546 |
78,070 |
417 |
81,590 |
4,812 |
234,753 |
For the six months ended 31 October 2011 (unaudited)
|
Called-up |
|
Capital |
Share |
Warrant |
|
|
|
|
share |
Share |
redemption |
purchase |
exercise |
Capital |
Revenue |
|
|
capital |
premium |
reserve |
reserve |
reserve |
reserves |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 30 April 2011 |
39,264 |
2,820 |
18,944 |
81,089 |
417 |
85,021 |
4,586 |
232,141 |
Net (loss)/return on ordinary activities |
- |
- |
- |
- |
- |
(25,426) |
2,609 |
(22,817) |
Ordinary dividends paid in the period |
- |
- |
- |
- |
- |
- |
(2,728) |
(2,728) |
Conversion of Subscription shares into Ordinary shares |
(74) |
74 |
- |
- |
- |
- |
- |
- |
Issue of Ordinary shares on exercise of Subscription shares |
1,842 |
6,926 |
- |
- |
- |
- |
- |
8,768 |
At 31 October 2011 |
41,032 |
9,820 |
18,944 |
81,089 |
417 |
59,595 |
4,467 |
215,364 |
For the year ended 30 April 2012 (audited)
|
Called-up |
|
Capital |
Share |
Warrant |
|
|
|
|
share |
Share |
redemption |
purchase |
exercise |
Capital |
Revenue |
|
|
capital |
premium |
reserve |
reserve |
reserve |
reserves |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 30 April 2011 |
39,264 |
2,820 |
18,944 |
81,089 |
417 |
85,021 |
4,586 |
232,141 |
Net (loss)/return on ordinary activities |
- |
- |
- |
- |
- |
(14,825) |
5,603 |
(9,222) |
Ordinary dividends paid in the year |
- |
- |
- |
- |
- |
- |
(5,171) |
(5,171) |
Repurchase and cancellation of the Company's own Ordinary shares |
(465) |
- |
465 |
(2,323) |
- |
- |
- |
(2,323) |
Conversion of Subscription shares into Ordinary shares |
(74) |
74 |
- |
- |
- |
- |
- |
- |
Issue of Ordinary shares on exercise of Subscription shares |
1,844 |
6,935 |
- |
- |
- |
- |
- |
8,779 |
At 30 April 2012 |
40,569 |
9,829 |
19,409 |
78,766 |
417 |
70,196 |
5,018 |
224,204 |
Balance Sheet
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
At 31 October |
At 31 October |
At 30 April |
|
2012 |
2011 |
2012 |
|
£'000 |
£'000 |
£'000 |
Fixed assets |
|
|
|
Investments held at fair value through profit or loss |
254,304 |
226,231 |
240,100 |
Current assets |
|
|
|
Debtors |
132 |
611 |
1,549 |
Cash and short-term deposits |
5,851 |
14,224 |
8,083 |
|
5,983 |
14,835 |
9,632 |
Current liabilities |
|
|
|
Creditors: amounts falling due within one year |
(25,534) |
(25,702) |
(25,528) |
Net current liabilities |
(19,551) |
(10,867) |
(15,896) |
Net assets |
234,753 |
215,364 |
224,204 |
Capital and reserves |
|
|
|
Called-up share capital |
40,443 |
41,032 |
40,569 |
Share premium |
9,875 |
9,820 |
9,829 |
Capital redemption reserve |
19,546 |
18,944 |
19,409 |
Share purchase reserve |
78,070 |
81,089 |
78,766 |
Warrant exercise reserve |
417 |
417 |
417 |
Capital reserves |
81,590 |
59,595 |
70,196 |
Revenue reserve |
4,812 |
4,467 |
5,018 |
Total equity shareholders' funds |
234,753 |
215,364 |
224,204 |
Net asset value per Ordinary share (note 6) |
145.88p |
131.90p |
138.89p |
Cash Flow Statement
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
For the |
For the |
For the |
|
six months ended |
six months ended |
year ended |
|
31 October 2012 |
31 October 2011 |
30 April 2012 |
|
£'000 |
£'000 |
£'000 |
Net cash inflow from operating activities (note 7) |
3,939 |
3,426 |
4,644 |
Net cash outflow from servicing of finance |
(244) |
(253) |
(529) |
Taxation received/(paid) |
13 |
(85) |
(86) |
Net cash (outflow)/inflow from investment activities |
(2,088) |
1,899 |
(427) |
Dividends paid |
(3,217) |
(2,728) |
(5,171) |
Net cash (outflow)/inflow from financing |
(636) |
8,768 |
6,456 |
Net cash (outflow)/inflow in the period |
(2,233) |
11,027 |
4,887 |
Reconciliation of net cash flow to movement in net debt |
|
|
|
Net cash (outflow)/inflow in the period |
(2,233) |
11,027 |
4,887 |
Exchange movements |
1 |
1 |
- |
Changes in net debt arising from cash flows |
(2,232) |
11,028 |
4,887 |
Net debt at the beginning of the period |
(16,917) |
(21,804) |
(21,804) |
Net debt at the end of the period |
(19,149) |
(10,776) |
(16,917) |
Represented by: |
|
|
|
Cash and short-term deposits |
5,851 |
14,224 |
8,083 |
Bank loan |
(25,000) |
(25,000) |
(25,000) |
Net debt |
(19,149) |
(10,776) |
(16,917) |
Notes to the Accounts
1. Financial Statements
The information contained within the accounts in this half-year report has not been audited or reviewed by the Company's auditors.
The figures and financial information for the year ended 30 April 2012 are extracted from the latest published accounts of the Company and do not constitute statutory accounts for that year. Those accounts have been delivered to the Registrar of Companies and included the report of the auditors which was unqualified and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006.
1. Accounting Policies
The accounts have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice and with the Statement of Recommend Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued in January 2009.
All of the Company's operations are of a continuing nature.
The accounting policies applied to these interim accounts are consistent with those applied in the accounts for the year ended 30 April 2012.
3. Dividends
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Six months ended |
Six months ended |
Year ended |
|
31 October 2012 |
31 October 2011 |
30 April 2012 |
|
£'000 |
£'000 |
£'000 |
Second interim dividend of 2.00p (2011: 1.75p) |
3,217 |
2,728 |
2,728 |
First interim dividend of 1.50p |
- |
- |
2,433 |
|
3,217 |
2,728 |
5,171 |
A first interim dividend of 1.75p (2011: 1.50p) per share, amounting to £2,816,000 (2011: £2,443,000) has been declared payable in respect of the six months ended 31 October 2012.
4. Taxation
The Company's effective corporation tax rate is nil, as deductible expenses exceed taxable income. The tax charge comprises overseas withholding tax.
5. Return/(loss) per Ordinary share
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Six months ended |
Six months ended |
Year ended |
|
31 October 2012 |
31 October 2011 |
30 April 2012 |
|
£'000 |
£'000 |
£'000 |
Revenue return |
3,011 |
2,609 |
5,603 |
Capital return/(loss) |
11,394 |
(25,426) |
(14,825) |
Total return/(loss) |
14,405 |
(22,817) |
(9,222) |
Weighted average number of Ordinary shares in issue during the period |
160,944,087 |
158,990,447 |
160,680,522 |
Revenue return per share |
1.87p |
1.64p |
3.49p |
Capital return/(loss) per share |
7.08p |
(15.99)p |
(9.23)p |
Total return/(loss) per share |
8.95p |
(14.35)p |
(5.74)p |
6. Net asset value per Ordinary share
Net asset value per share is calculated by dividing shareholders' funds by the number of shares in issue at 31 October 2012 of 160,917,184 (31 October 2011: 163,275,105 and 30 April 2012: 161,423,790).
7. Reconciliation of total return/(loss) on ordinary activities before finance costs and taxation to net cash inflow from operating activities
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Six months ended |
Six months ended |
Year ended |
|
31 October 2012 |
31 October 2011 |
30 April 2012 |
|
£'000 |
£'000 |
£'000 |
Total return/(loss) on ordinary activities before finance costs and taxation |
14,648 |
(22,525) |
(8,652) |
Less capital (return)/loss on ordinary activities before finance costs and taxation |
(11,562) |
25,247 |
14,453 |
Scrip dividends received as income |
(70) |
(132) |
(292) |
Decrease/(increase) in accrued dividends and interest receivable |
1,418 |
1,113 |
(39) |
(Increase)/decrease in other debtors |
(17) |
8 |
19 |
Increase in accrued expenses |
35 |
213 |
153 |
Management fee allocated to capital |
(513) |
(498) |
(998) |
Net cash inflow from operating activities |
3,939 |
3,426 |
4,644 |