Final Results

Investment Company PLC 10 June 2003 The Investment Company plc - Preliminary Results for the year ended 31 March 2003 Chairman's Statement Without beating about the bush, the year to 31st March 2003 was a bad one for The Investment Company. In the previous year we had been able to cover a maintained dividend with earnings which benefitted from deemed income distributions of £118,389. At the time of the 600 Group preference share redemption, which accounted for the lion's share of this sum, I commented on the good fortune which had enabled us to increase our long-standing holding not long before that company announced its unexpected proposal. Unhappily the large number of such redemptions had so reduced our investment constituency that we had decided to look elsewhere for opportunities. We had some initial success in backing unquoted companies, almost always through a prior charge or preference share, but with equity options or warrants. However subsequently several of our investee companies got into financial difficulties and despite our best efforts we have lost significant sums in Ozotech, Swift Technology Systems and Environmental Polymers Group. The latter two were also expected to make interest payments during the year under review the absence of which has made a nasty dent in our revenue expectations. We have now sold the intellectual property rights of Swift Technologies Limited (secured under a debenture) to Rapid Mouldings Technologies Limited. The sale should return to the Company the original invested amount of £200,000 in two years, together with a royalty of 2% of turnover of the buyer until 31st March 2007. The Company will maintain a charge over the intellectual property rights until the payment of £200,000 is made. Elsewhere, in an endeavour to save our original capital investment, we have taken the decision to advance further sums to Service (Engineers) Limited and Adept Polymers Limited from which interest payments in the short-term are unlikely. The other area into which we diversified from our straight preference share portfolio was that of split capital investment trusts. While it may be easy to be wise after the event these trusts in many instances had excellent records of sustained steady growth in the value of their zero dividend preference shares. As it was expected that the capital values would rise over the years to the planned wind-up dates, we also invested in some high yielding income or ordinary shares, dividends on which (even if to an extent at the expense of the capital account) were expected to restore our revenue stream to the overall return required to maintain the annual dividend. Ultimately the value of investment trusts depends upon the capital performance of the underlying assets and the calendar year 2002 saw a continuation of the bear market in UK equities which was so much worse than almost anybody had anticipated. The trusts' underlying portfolios had often been geared up by bank borrowings which consequently eroded the asset values of the trust's own shares at two or three times the rate at which the whole market was falling. The result had a domino effect as cross holdings between trusts spiralled downwards in value. We suffered losses on both classes of share; but by no means is all lost. Although shares in two of our trusts (Aberdeen Preferred Income and Dartmoor) have been suspended and are probably worthless (we have written the holdings down to nil) others are faring better and we expect them to recover significantly from the levels to which they have fallen as nervous investors cut their positions. Already, with the much better tone of equity markets in April, these holdings are beginning to recover. In our core portfolio of straight preference shares we have had mixed fortunes. For many decades the company held shares in the Illingworth Morris group of woollen textile companies headed by Alan Lewis CBE, formerly a Deputy Treasurer of the Conservative Party, which got into severe difficulties a couple of years ago. The announcement to the London Stock Exchange when these shares were suspended in September 2001 anticipated an attempt at a Creditors Voluntary Arrangement. However nothing has been heard since of that proposal and the shares were delisted on 6th September 2002 so we have written the value off completely in these accounts resulting in a loss of £542,611. On the other hand we have seen a sprinkling of redemption announcements such as Smith & Nephew (offer price 138p our book value 59p) and Brixton Estates (offer price 58p our book value 22p) both of which will contribute exceptional distributions to the revenue account next year. Unfortunately both issues were very small, 268,500 and 150,000 shares respectively, even though we held useful percentages (54.8% and 8.5%) of them. Seeing the fall in the price of H. P. Bulmer's two preference issues when the company announced losses, accounting problems and financial difficulties last Autumn, we purchased shares in both as holders panicked with the passing of the dividend. Last month Scottish & Newcastle announced an agreed takeover bid, the terms of which (while seemingly generous to the ordinary shareholders) are distinctly stingy in relation to the price at which the preference shares used to trade before the accounting irregularities came to light. Nevertheless at 110p for the 91/2% issue and 100p for the 83/4% (in both cases plus accrued but unpaid dividends) we shall make the handsome profit of £233,590 (our book values were 68.3p and 68.9p respectively). This will all be of a capital nature since the accrued interest will not rank as a distribution. Here is a tale which should be a lesson for shareholders. In July 2000 a new company, Retail Stores plc, subsequently to be admitted to trading on AIM, made an offer for the shares of Liberty plc. We held both Liberty preference issues, the 6% and the 91/2%. Liberty ordinary shareholders were offered 300p per share in cash, a total sum in excess of £68 million, but the offers for the preference shares were exchanges on similar coupons and terms of an identical number of shares in Retail Stores. There were only 597,500 91/2% preference shares in issue and 385,000 6% for which one might have thought a cash offer could have been extended. After all the £68 million ordinary offer was at a premium of 99% to the average closing market price of Liberty ordinary shares for a previous 12-month period, and an offer for the preference issue would have cost barely £1 million, or less than 11/2% of the ordinary offer value. Candidly we were reluctant to accept the preference offers where we held 11.9% of the 91/2% issue and 24.2% of the 6% issue. However if left outstanding the Liberty shares were to be delisted and an AIM quotation is better than nothing so we were persuaded by the personal intervention of the corporate financier acting for the bidder to accept the exchange offers, albeit reluctantly. In the event only the offer for the 6% issue went unconditional and our share certificate for the 91/2% issue was returned since acceptances fell short of the 90% required. What has happened since is interesting. As holders of the now delisted Liberty 91/2% issue we had shares in a trading company which has seen its property assets sold to a fellow subsidiary, resulting in a huge credit to the Profit & Loss account reserves. The result is that dividends have been able to be resumed and all the arrears have now been paid up. The parent company, in which we hold the 6% shares, still has a large deficit on the P&L account with the result that no dividend can be paid. It was clearly not in our interests to accept the share exchange offer and it is more by luck than judgement that we have enjoyed the payment of the dividend arrears of the shares we now hold in Liberty. Shareholders will like to know that we took the opportunity in October 2001 and again in 2002 to add to our holding of the 91/2% Liberty preference shares in which we now hold a 25.9% stake. In the light of the reduced revenue for the year your directors believe it is appropriate while drawing on revenue reserves to reduce the final dividend from 7p to 6p, making a total annual dividend of 10p (2002: 11p). As a consequence of this the participating element of the dividend on our participating preference shares will go down from 2.25p to 2p, reducing the total dividend for the year thereon to 9p from 9.25p. The basic half-yearly payment of 3.5p was paid on 1st April and the payment that includes the participating element on 1st October next will therefore amount to 5.5p (2002: 5.75p). Paul Simms Chairman REVENUE ACCOUNT For the year ended 31st March 2003 Unaudited Audited Year to Year to 31st March 2003 31st March 2002 £ £ Total income 1,032,883 1,318,025 Expenses 326,351 321,382 Net revenue before taxation 706,532 996,643 Taxation recoverable - 27,154 Net revenue, after taxation 706,532 1,023,797 Dividends paid and proposed 926,380 938,727 Transfer (from)/to reserves (219,848) 85,070 Earnings per 50p Ordinary Share 2.08p 14.04p Net asset value per 50p Ordinary Share 197.03p 258.68p All of the Company's operations are continuing. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 31st March 2003 2003 2002 £ £ Distributable profits Net revenue, after taxation 706,532 1,023,797 Non-distributable profits Net (loss)/profit on disposals of investments (533,218) 847,427 Writedown in value of investments (1,112,399) (733,000) Tax on realised gains - - Movement in unrealised depreciation of investments 137,144 (1,427,752) (1,508,473) (1,313,325) Total recognised gains and losses for the financial (801,941) (289,528) year BALANCE SHEET At 31st March 2003 Unaudited Audited 31st March 2003 31st March 2002 £ £ £ £ Fixed assets Investments at cost 13,433,242 15,099,336 Unrealised depreciation (325,726) (462,870) Investments at market value 13,107,516 14,636,466 Current assets Debtors 231,972 1,913 Cash at bank 14,081 212,136 246,053 214,049 Current liabilities Bank overdraft 517,206 - Dividends 413,258 441,244 Corporation tax 1,050 2,796 Other creditors 673,113 157,167 1,604,627 601,207 Net current liabilities (1,358,574) (387,158) Net assets 11,748,942 14,249,308 Capital and reserves Called up share capital 4,566,695 4,954,195 Revaluation reserve (325,726) (462,870) Capital reserve 4,510,426 6,156,043 Capital redemption reserve 2,439,800 2,052,300 Revenue reserves brought forward 557,747 1,549,640 Shareholders' funds 11,748,942 14,249,308 Net asset value per: Participating Preference Share of 50p (6,234,805 shares) 100.00p 100.00p Ordinary Share of 50p (2,798,584 shares) 197.03p 258.68p CASH FLOW STATEMENT For the year ended 31st March 2003 Unaudited Audited 2003 2002 Notes £ £ £ £ Operating activities Cash received from investments 894,327 1,115,483 Interest received 134,497 202,567 Sundry income 4,059 - Cash paid to and on behalf of employees (66,435) (66,117) Other cash payments (218,399) (246,091) Net cash inflow from operating activities 1 748,049 1,005,842 Returns on investments and servicing of finance Interest paid (15,808) (16,963) Non-equity dividends paid (648,407) (630,882) Net cash outflow from returns on investments and servicing of finance (664,215) (647,845) Taxation UK corporation tax repaid - 7,186 UK corporation tax paid (1,746) (22,800) (1,746) (15,614) Capital expenditure and financial investment Purchase of investments (2,101,932) (2,882,211) Purchase of own shares (273,204) - Sale of investments 1,883,914 3,518,716 Net cash (outflow)/inflow from capital expenditure and financial investment (491,222) 636,505 Equity dividends paid (306,127) (278,489) (Decrease)/increase in cash and cash equivalents 2 (715,261) 700,399 NOTES ON THE CASH FLOW STATEMENT For the year ended 31st March 2003 2003 2002 £ £ 1. Reconciliation of operating profit to net cash inflow from operations: Net revenue before taxation 706,532 996,643 Interest paid 15,808 16,963 Decrease/(increase) in debtors 289 (822) Increase/(decrease) in creditors 25,420 (6,942) 748,049 1,005,842 2. Analysis of net funds At 31st March Cash At 1st April 2003 Flow 2002 £ £ £ Bank overdraft (517,206) (517,206) - Cash at bank 14,081 (198,055) 212,136 (503,125) (715,261) 212,136 Dividend The final dividend of 6p will be paid, subject to shareholder approval, on 8 August 2003 to shareholders on the share register on 18 July 2003. The shares will go ex-dividend on 16 July 2003. Note to the financial information for the year ended 31 March 2003 The financial information does not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 (as amended). These statements have been prepared on a consistent basis with the accounting policies as stated in the previous and current years' financial statements. The company's statutory accounts for the year ended 31 March 2003 have not been signed and have not been reported on by the company's auditors. Copies of this announcement are available from the company's registered office at 3rd Floor, Salisbury House, London Wall, London, EC2M 5QS. This information is provided by RNS The company news service from the London Stock Exchange
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