Final Results

Merrill Lynch Br. SmallerCo Tst PLC 25 April 2007 25 April 2007 MERRILL LYNCH BRITISH SMALLER COMPANIES TRUST plc Preliminary announcement of results in respect of the year ended 28 February 2007 Consistent strong outperformance Performance to 28 February 2007 1 year 3 years 5 years (calculated on capital only basis) Net asset value per share +25.6% +93.4% +114.5% Ordinary share price +25.9% +114.6% +131.1% FTSE SmallCap Index (ex Investment Companies) +12.7% +42.6% +58.9% Sources: BlackRock, Datastream • Strong performance ensures that the Company maintains upper quartile ranking in its sector over the three months, six months, one year, three year and five year periods to 28 February 2007. • Net asset value per share at 28 February 2007 was 453.78p (2006: 361.17p), a rise of 25.6%. • Company outperformed the benchmark index by 12.9%. • Increased final dividend of 2.93p per share, making a total dividend for the year of 4.76p, a rise of 3.0%. For further information please contact: Jonathan Ruck Keene, Managing Director Investment Trusts - 020 7743 2178 Mike Prentis, Fund Manager - 020 7743 2312 Nigel Webb, Director Media & Communications - 020 7743 5938 BlackRock Investment Management (UK) Limited Or William Clutterbuck The Maitland Consultancy - 020 7379 5151 The Chairman, Richard Brewster, comments: Review of the year to 28 February 2007 'I am pleased to report that the Company finished its year with an increase in net asset value ('NAV') of 25.6%, more than double that of its benchmark, the FTSE SmallCap Index excluding Investment Companies, which rose by 12.7%. The discount contracted slightly as the share price increased by 25.9% over the same period. Earnings and dividends 'Earnings per share for the year amounted to 5.61p compared with 4.46p for the previous year, the rise being attributable to increases in the profitability of portfolio investments leading to higher dividend rates. 'The Board is recommending a final dividend of 2.93p per share (2006: 2.83p) making a total for the year of 4.76p (2006: 4.62p), a 3.0% increase on last year. Gearing 'The Company maintained net borrowing in the range of £15 million to £22 million (7.6% to 9.7% of shareholders' funds), reflecting our favourable view of the sector and equity markets as a whole for most of the year. Net borrowing at 28 February 2007 stood at £22 million. Gearing is reviewed regularly with the Investment Manager and currently stands at 9.5% of shareholders' funds. Discount and share buy backs 'During the year the Company's shares traded at an average discount to NAV of 14.6%. The discount at the year end was 13.4%. 'The Company bought back 570,000 shares for cancellation in the period, representing 1.1% of the share capital in issue at the start of the year. These were bought in at an average discount of 12.5%. The Board will continue to work with the Investment Manager in order to manage the discount as effectively as possible. Investment Manager 'Our Investment Manager has maintained a strong performance so that over the three months, six months, one year, three years and five years ended 28 February 2007, the Company's net asset growth has been in the upper quartile of the smaller companies investment trust sector. The Board, working closely with the Investment Manager, will maintain an investment policy that seeks to continue to outperform its benchmark. 'Reflecting the excellent performance, our Investment Manager again earned a performance fee in the year which reached the cap of 0.25% of average net asset value. The total expense ratio of 1.1% compares favourably with the Company's peer group, with the increase from 0.9% in the prior year mainly due to the base fee holiday enjoyed in that period as a result of the change in Investment Manager. Directors 'After nine years Robert Ffoulkes-Jones will be stepping down as a Director at the forthcoming Annual General Meeting. John Davies will take over his role as Senior Independent Director. Robert has been a very valuable member of the Board and a supportive colleague whose contribution has been of particular help when difficult decisions have been needed. We wish him a long and happy retirement. The Board is recruiting a new Director who will be able to bring new skills and contacts to the Company. Company Name 'Following the completion of the merger of Merrill Lynch Investment Managers with BlackRock, the name of the Company continues to be kept under review and we hope to put forward proposals on this matter to shareholders in the near future. Outlook 'The equity market volatility in evidence across the globe recently may become a more regular feature of 2007. However, most of the companies in our investment portfolio continue to perform well and many of the uncertainties in the world economy should have little impact on their trading prospects. We expect our portfolio to have another positive year.' Commenting upon the outlook for the Company, Mike Prentis of BlackRock Investment Management (UK) Limited, the Investment Manager, notes: Outlook 'Whilst markets have been strong, we have seen a few sharp setbacks during the last year. The main reasons for the recent setbacks appear to be concerns about the strength of the US economy and worries about UK inflation. 'Many of the companies in which we invest are very international in their operations and it is comforting to note that global GDP growth remains strong. US growth is slowing, but Continental European GDP growth is strengthening and Chinese and other Far Eastern economic growth generally remain at high levels. For these reasons, markets have rebounded strongly since the February setback. The delicate balance between economic growth, inflation and interest rates, where further rises may be necessary, particularly in the UK, means that the prospects for economies and markets are finely poised. 'Our focus on growth companies benefiting from themes where there are strong demand drivers gives us confidence that many of the uncertainties in the world economy, most notably the potential weakness of US consumer discretionary spending, should have little impact on the trading prospects of the Company's portfolio. Most management teams we have met in recent weeks remain confident about the outlook for their companies. 'Despite small caps outperforming large caps for some time, small caps still look reasonable value. The FTSE SmallCap Index excluding Investment Companies trades on a 2007 prospective P/E ratio very similar to both the FTSE 250 Index and the FTSE 100 Index, ignoring the top 20 generally low growth megacaps. Forecast earnings growth is higher for the FTSE SmallCap Index excluding Investment Companies, and whilst these forecasts will prove to be too optimistic for some, our own portfolio experience is that market forecasts are generally being met or beaten, although not by the same margins as last year. This also remains a time of high acquisition activity, both by strategic trade buyers and cash rich private equity groups and many more small caps are likely to be targeted this year. 'In conclusion, we believe there is a good prospect of further growth in the Company's net asset value per share in the current financial year.' INCOME STATEMENT for the year ended 28 February 2007 Revenue return Capital return Total 2007 2006 2007 2006 2007 2006 Notes £'000 £'000 £'000 £'000 £'000 £'000 (audited) (audited) (audited) (audited) (audited) (audited) Gains on investments held at fair value through profit or loss - - 48,182 40,509 48,182 40,509 Income from investments held at fair value through profit or loss 3 3,729 2,962 - - 3,729 2,962 Other income 3 90 119 - - 90 119 Investment management fees 4 (336) (197) (1,649) (1,099) (1,985) (1,296) Operating expenses 5 (299) (243) - - (299) (243) ------- ------- ------- ------- ------- ------- Net return before finance costs and taxation 3,184 2,641 46,533 39,410 49,717 42,051 Finance costs 6 (360) (383) (874) (795) (1,234) (1,178) ------- ------- ------- ------- ------- ------- Return on ordinary activities before taxation 2,824 2,258 45,659 38,615 48,483 40,873 Taxation on ordinary activities - - - - - - ------- ------- ------- ------- ------- ------- Return on ordinary activities after taxation 2,824 2,258 45,659 38,615 48,483 40,873 ===== ===== ===== ===== ===== ===== Return per ordinary share 8 5.61p 4.46p 90.65p 76.31p 96.26p 80.77p ===== ===== ===== ===== ===== ===== The total column of this statement represents the profit and loss account of the Company. The supplementary revenue and capital return columns are both prepared under guidance published by the Association of Investment Companies. The Company had no recognised gains or losses other than those disclosed in the Income Statement and the Reconciliation of Movements in Shareholders' Funds. All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 28 February 2007 Share Share Capital Capital Revenue Total capital premium redemption reserve reserve account reserve £'000 £'000 £'000 £'000 £'000 £'000 For the year ended 28 February 2006 At 28 February 2005 12,791 38,952 1,689 87,848 4,220 145,500 Return for the year - - - 38,615 2,258 40,873 Shares purchased and cancelled (150) - 150 (1,446) - (1,446) Dividends paid and declared (see (a) below) - - - - (2,306) (2,306) ---------- ---------- ---------- ---------- ---------- ---------- At 28 February 2006 12,641 38,952 1,839 125,017 4,172 182,621 ---------- ---------- ---------- ---------- ---------- ---------- For the year ended 28 February 2007 At 28 February 2006 12,641 38,952 1,839 125,017 4,172 182,621 Return for the year - - - 45,659 2,824 48,483 Shares purchased and cancelled (143) - 143 (1,888) - (1,888) Dividends paid and declared (see (b) below) - - - - (2,356) (2,356) ---------- ---------- ---------- ---------- ---------- ---------- At 28 February 2007 12,498 38,952 1,982 168,788 4,640 226,860 ===== ===== ===== ===== ===== ===== (a) Final dividend of 2.77p per share for the year ended 28 February 2005, declared on 21 April 2005 and paid on 10 June 2005 and interim dividend of 1.79p per share for the six months ended 31 August 2005, declared on 10 October 2005 and paid on 7 November 2005. (b) Final dividend of 2.83p per share for the year ended 28 February 2006, declared on 28 April 2006 and paid on 13 June 2006 and interim dividend of 1.83p per share for the six months ended 31 August 2006, declared on 9 October 2006 and paid on 6 November 2006. BALANCE SHEET as at 28 February 2007 Notes 2007 2006 £'000 £'000 (audited) (audited) Non-current assets Investments held at fair value through profit or loss 249,835 195,077 Current assets Debtors 1,567 1,820 Cash - 2,166 ---------- ---------- 1,567 3,986 Creditors - amounts falling due within one year (9,766) (1,681) ---------- ---------- Net current (liabilities)/assets (8,199) 2,305 ---------- ---------- Total assets less current liabilities 241,636 197,382 Creditors - amounts falling due after more than one year (14,776) (14,761) ----------- ----------- Net assets 226,860 182,621 ======= ======= Capital and reserves Share capital 10 12,498 12,641 Share premium account 38,952 38,952 Capital redemption reserve 1,982 1,839 Retained earnings: Capital reserve - realised 93,551 70,016 Capital reserve - unrealised 75,237 55,001 Revenue reserve 4,640 4,172 ----------- ---------- Total equity shareholders' funds 226,860 182,621 ======= ======= Net asset value per ordinary share 11 453.78p 361.17p ====== ====== CASH FLOW STATEMENT for the year ended 28 February 2007 Notes 2007 2006 £'000 £'000 (audited) (audited) Net cash inflow from operating activities 5(b) 1,523 1,167 --------- --------- Servicing of finance (1,219) (1,163) Tax received/(paid) - - Capital expenditure and financial investment Purchase of investments (136,841) (100,478) Proceeds from sale of investments 131,186 104,848 --------- --------- Net cash (outflow)/inflow from capital expenditure (5,655) 4,370 and financial investment --------- --------- Equity dividends paid (2,356) (2,306) --------- --------- Net cash (outflow)/inflow before financing (7,707) 2,068 --------- --------- Financing Purchase of ordinary shares (1,888) (1,446) --------- --------- Net cash outflow from financing (1,888) (1,446) --------- --------- (Decrease)/increase in cash in the year 9 (9,595) 622 ===== ===== NOTES TO THE PRELIMINARY RESULTS 1. Principal activity The principal activity of the Company is that of an investment trust company within the meaning of section 842 of the Income and Corporation Taxes Act 1988. 2. Accounting policies The policies set out below have been applied consistently throughout the year. (a) Basis of preparation The Company's financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice ('UK GAAP') and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' ('SORP') issued in December 2005. All of the Company's operations are of a continuing nature. The Company's financial statements are presented in sterling, which is the currency of the primary economic environment in which the Company operates. All values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated. (b) Presentation of Income Statement In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the Association of Investment Companies ('AIC'), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. In accordance with the Company's status as a UK investment company under section 266 of the Companies Act 1985, net capital returns may not be distributed by way of dividend. (c) Investments held at fair value through profit or loss The Company's investments are classified as held at fair value through profit or loss in accordance with FRS 26 - Financial Instruments: Recognition and Measurement and are managed and evaluated on a fair value basis in accordance with its investment strategy. All investments are designated upon initial recognition as held at fair value through profit or loss. The sales of assets are recognised at the trade date of the disposal. Proceeds will be measured at fair value, which will be regarded as the proceeds of sale less any transaction costs. The fair value of the financial instruments is based on their quoted bid price at the balance sheet date, without deduction for any of the estimated future selling costs. Unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Association Guidelines. This policy applies to all current and non current asset investments of the Company. Changes in the 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 heading are transaction costs in relation to the purchase or sale of investments. (d) Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business being investment business. (e) Income Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available, dividends receivable on or before the year end are treated as revenue for the year. Provision is made for any dividends not expected to be received. Fixed returns on non equity securities are recognised on a time apportionment basis. Interest income and expenses are accounted for on an accruals basis. (f) Expenses All expenses are accounted for on an accruals basis. Expenses have been treated as revenue except as follows: - expenses which are incidental to the acquisition of an investment are included with the cost of the investment; - the investment management fee has been allocated 75% to capital reserve - realised and 25% to the revenue account in line with the Board's expected long term split of returns, in the form of capital gains and income respectively, from the investment portfolio; - performance fees have been allocated 100% to capital reserve - realised, as performance has been predominantly generated through capital returns of the investment portfolio. (g) Finance costs Finance costs are accounted for on an accruals basis. Finance costs are allocated, insofar as they relate to the financing of the Company's investments, 75% to capital reserve - realised and 25% to the revenue account, in line with the Board's expected long term split of returns, in the form of capital gains and income respectively, from the investment portfolio. (h) Taxation Deferred tax is recognised in respect of all temporary differences at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. 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 future reversal of the temporary differences can be deducted. (i) Dividends payable Under FRS 21 interim dividends should not be accrued in the financial statements unless they have been paid. Final dividends are recognised only after they have been approved by shareholders. (j) Cash and cash equivalents Cash comprises cash in hand and demand deposits. Cash equivalents are short term, highly liquid investments, that are readily convertible to known amounts of cash and that are subject to an insignificant risk of change in value. (k) Foreign currency translation All transactions in foreign currencies are translated into sterling at the rates of exchange ruling on the dates of such transactions. Foreign currency assets and liabilities at the balance sheet date are translated into sterling at the exchange rates ruling at that date. Exchange differences arising on the revaluation of investments held as fixed assets are included in capital reserve - unrealised. Exchange differences arising on the translation of foreign currency assets and liabilities are taken to capital reserve - realised. 3. Income Year ended Year ended 28 February 28 February 2007 2006 £'000 £'000 (audited) (audited) Investment income: UK listed dividends 3,667 2,775 Bond interest 35 33 Overseas listed dividends 27 154 -------- -------- 3,729 2,962 -------- -------- Other operating income: Deposit interest 69 117 Underwriting commission 21 2 -------- -------- 90 119 -------- -------- Total income 3,819 3,081 ===== ===== Total income comprises: Dividends 3,694 2,929 Bond interest 35 33 Other income 90 119 -------- -------- 3,819 3,081 ===== ===== 4. Investment Management fees 2007 2006 Revenue Capital Revenue Capital return return Total return return Total £'000 £'000 £'000 £'000 £'000 £'000 (audited) (audited) (audited) (audited) (audited) (audited) Investment management fees 286 859 1,145 169 506 675 Performance fees - 546 546 - 434 434 Irrecoverable VAT 50 244 294 28 159 187 ------ ------- ------- ------ ------- ------- 336 1,649 1,985 197 1,099 1,296 ==== ==== ==== ==== ==== ==== The investment management fee is calculated based on 0.65% in respect of the first £50 million of the Company's total assets less current liabilities, reducing to 0.5% thereafter. A performance fee is payable at the rate of 10% of the annualised excess performance in the two previous financial years, applied to the average of the total assets less current liabilities of the Company. The fee is payable annually in April and is capped at 0.25% of the average of the total assets less current liabilities. The increase in the base fee this year reflects the six month fee holiday enjoyed by the Company in respect of the prior year due to the change in Investment Manager. Performance fees have been allocated wholly to capital reserve - realised as the performance has been predominately generated through capital returns of the investment portfolio. A performance fee of £546,000 (excluding VAT) is payable to the Investment Manager (2006: £434,000 excluding VAT). 5. Operating activities Year ended Year ended 28 February 28 February 2007 2006 £'000 £'000 (a) Operating expenses (audited) (audited) Auditor's remuneration: - audit services 16 14 - non audit services 10 11 Registrar's fee 22 18 Directors' remuneration* 91 89 Other administrative costs 160 111 ----- ----- 299 243 === === The Company's total expense ratio ('TER'), calculated as a percentage of average net assets and using expenses, excluding interest costs, after relief for taxation was: 1.1% 0.9% (b) Reconciliation of net return before finance costs and taxation to net £'000 £'000 cash flow from operating activities Net return before finance costs and taxation 3,184 2,641 Investment management and performance fees capitalised (1,649) (1,099) Increase in accrued income (147) (49) Increase in debtors (8) (11) Increase/(decrease) in creditors 143 (315) ------ ------ Net cash inflow from operating activities 1,523 1,167 ==== ==== *The aggregate remuneration of the Directors, excluding VAT, where applicable, for the year ended 28 February 2007 was £91,000 (2006: £89,000). The emoluments of the Chairman, who was also the highest paid Director, were £24,000 (2006: £20,730). The Company does not have a share option scheme or any incentive scheme. No pension contributions were made in respect of the Directors. There were no employees other than the Directors. 6. Finance Costs 2007 2006 Revenue Capital Revenue Capital return return Total return return Total £'000 £'000 £'000 £'000 £'000 £'000 7.75% Debenture stock interest 340 822 1,162 380 783 1,163 Bank overdraft and interest 17 40 57 - - - Amortised Debenture stock 3 12 15 3 12 15 issue expenses ------ ------ ------ ------ ------- ------ 360 874 1,234 383 795 1,178 ==== ==== ==== ==== ==== ==== The allocation of finance cost between revenue and capital reflects the level of funds on deposit during the year. It takes into account the fact that such funds on deposit are only capable of earning a revenue return. The remaining finance costs have been allocated in the ratio 75:25 between revenue and capital in line with the Directors' expected long term split of returns from the investment portfolio. 7. Dividends Year ended Year ended 28 February 28 February 2007 2006 £'000 £'000 Dividends paid on equity shares: Register date Payment date (audited) (audited) 2005 final of 2.77p 29 April 2005 10 June 2005 - 1,401 2005 interim of 1.79p 21 October 2005 7 November 2005 - 905 2006 final of 2.83p 5 May 2006 13 June 2006 1,431 - 2006 interim of 1.83p 20 October 2006 6 November 2006 925 - -------- -------- 2,356 2,306 ===== ===== The Directors have proposed a final dividend of 2.93p per share in respect of the year ended 28 February 2007. The dividend will be paid on 15 June 2007, subject to shareholders' approval on 8 June 2007, to shareholders on the Company's register on 4 May 2007. The proposed final dividend has not been included as a liability in these financial statements as final dividends are only recognised in the financial statements when they have been approved by shareholders. The total dividends payable in respect of the year which form the basis of determining retained income for the purposes of section 842 of the Income and Corporation Taxes Act 1988 are set out below: Year ended Year ended 28 February 28 February 2007 2006 £'000 £'000 Dividends paid or proposed on equity shares: Interim paid 1.83p (2006: 1.79p) 925 905 Final proposed of 2.93p* (2006: 2.83p) 1,465 1,431 ------- ------- 2,390 2,336 ===== ===== *Based on 49,993,523 ordinary shares in issue on 24 April 2007. 8. Return per ordinary share Revenue and capital returns per share are shown below and have been calculated using the following: Year ended Year ended 28 February 28 February 2007 2006 Net revenue return attributable to ordinary shareholders (£'000) 2,824 2,258 Net capital return attributable to ordinary shareholders (£'000) 45,659 38,615 ---------- ---------- Total return (£'000) 48,483 40,873 ---------- ---------- Equity shareholders' funds (£'000) 226,860 182,621 ---------- ---------- 2007 2006 The weighted average number of ordinary shares in issue during each year, on 50,365,660 50,602,153 which the return per ordinary share was calculated, was: The actual number of ordinary shares in issue at the end of each year, on which 49,993,523 50,563,523 the net asset value was calculated, was: 2007 2006 Revenue Capital Revenue Capital return return Total return return Total p p p p p p Returns per share Calculated on weighted average 5.61 90.65 96.26 4.46 76.31 80.77 number of shares Calculated on actual number of 5.65 91.33 96.98 4.47 76.37 80.84 shares ------ ------ -------- ------ ------ -------- Net asset value per share - - 453.78 - - 361.17 ==== ==== ====== ==== ==== ====== 9. Movement in net funds/(debt) Year ended Year ended 28 February 28 February 2007 2006 £'000 £'000 (a) Reconciliation of net cash flow to movement in net funds/(debt) (Decrease)/increase in cash in the year (9,595) 622 Foreign exchange movements (2) (2) Amortised Debenture stock issue expenses (15) (15) --------- --------- Change in net (debt)/funds (9,612) 605 Net debt at the beginning of the year (12,595) (13,200) --------- --------- Net debt at the end of the year (22,207) (12,595) ====== ====== (b) Analysis of change in net debt At Cash flows Foreign Amortised At exchange issue 1 March 2006 £'000 movements expenses 28 February 2007 £'000 £'000 £'000 £'000 Cash, short term deposits and money 2,166 (2,164) (2) - - market funds Bank overdrafts - (7,431) - - (7,431) Debt due after more than one year (14,761) - - (15) (14,776) --------- --------- --------- --------- --------- Net debt at the end of the year (12,595) (9,595) (2) (15) (22,207) ====== ====== ====== ====== ====== 10. Share Capital 2007 2006 Number £'000 Number £'000 Authorised share capital comprised: Ordinary shares of 25p each 800,000,000 20,000 800,000,000 20,000 Allotted, issued and fully paid: Ordinary shares of 25p each 50,563,523 12,641 51,163,523 12,791 Shares purchased and cancelled (570,000) (143) (600,000) (150) 49,993,523 12,498 50,563,523 12,641 During the year 570,000 ordinary shares were purchased and cancelled (2006: 600,000). The total cost of purchasing these shares was £1,888,000 (2006: £1,446,000). The number of ordinary shares in issue at the year end was 49,993,523 (2006: 50,563,523). 11. Net asset value and price per ordinary share Year ended Year ended 28 February 28 February 2007 2006 Net assets attributable to ordinary shareholders (£'000) 226,860 182,621 The actual number of ordinary shares in issue at the end of each year, 49,993,523 50,563,523 on which the net asset value per ordinary share was calculated, was: Net asset value per ordinary share 453.78p 361.17p Ordinary share price 392.75p 312.00p 12. Publication of non-statutory accounts The financial information contained in this preliminary statement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The figures set out above have been reported upon by the auditor. The comparative figures are extracts from the audited financial statements of Merrill Lynch British Smaller Companies Trust plc for the year ended 28 February 2006, which have been filed with the Registrar of Companies. The report of the auditor for the years ended 28 February 2006 and 28 February 2007 contain no qualification or statement under section 237(2) or (3) of the Companies Act 1985. The 2007 annual report will be filed with the Registrar of Companies after the Annual General Meeting. Copies of the annual report will be sent to members shortly and will be available from the registered office, c/o The Company Secretary, Merrill Lynch British Smaller Companies Trust plc, 33 King William Street, London EC4R 9AS. This report will also be available on the BlackRock Investment Manager's website at www.blackrock.co.uk/its The Annual General Meeting of the Company will be held at 33 King William Street, London EC4R 9AS on 8 June 2007 at 10: 30 a.m. 25 April 2007 33 King William Street London EC4R 9AS This information is provided by RNS The company news service from the London Stock Exchange
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