FOUNDED
REGISTERED No. 4205 ENGLAND AND WALES |
|
THE INVESTMENT COMPANY PLC
UNAUDITED INTERIM REPORT For the six month period ended 30 September 2010 |
Chairman's Statement
The six month period on which I am reporting has continued the recovery in asset value which began towards the end of March 2009. The unaudited net asset value at 30 September 2010 of 298.81p. per ordinary share compares with the value per the audited accounts at 31 March 2009 for each ordinary share of almost exactly 80p. Shareholders will find a table similar to that set out in my Statement with the Annual Reports and Accounts explaining the accounting treatment which gives rise to this increase in Note 8.
Geared up by the preference capital, the 5% loan notes and the overdraft/loan facility we were able to negotiate with Barclays Bank, the investments which we held, and those in the prior charges of Lloyds Banking Group and Royal Bank of Scotland Group which we purchased, appreciated rapidly with the recovery of confidence which saw the FTSE Index of 100 shares of the largest companies rise sharply from its nadir of 3460.71. Today, at the time of writing, the FTSE 100 Index has just hit a two year "high" of 5880.99.
While our portfolio is almost entirely invested in fixed interest securities which have little similarity with the ordinary shares which make up that Index, nevertheless it is a barometer of investor confidence which influences in particular the price of the prior charges of some of the 100 companies therein. It is almost unbelievable today to look back at some of the bargains available in the Spring of 2009 when fear was rampant and common sense had flown out of the window. Investors often forget that if any ordinary share is worth anything, preference shares in that company must still be worth their full value.
With the current absurd notion being perpetrated by some commentators and corporate finance advisors in Investment Banks that "the pain should be shared" or "bondholders should take a haircut" while leaving ordinary shareholders with undeserved value, we hold fast to the obvious truth that bond holders and preference shareholders rank for their entirety ahead of equity investors and we are never inclined to give away our shareholders' money to enable others not to lose theirs. Essentially, to adapt an apparently fashionable phrase, "we are not all in this together". We rank ahead and there we will stay.
On the very morning of our Annual General Meeting in July it had been announced that one of our largest holdings, that of Delta Group 4.5% preference shares, was in receipt of a redemption proposal at par, 100p, plus accrued dividend to the date of repayment. More recently it has been announced that Dunlop Plantations are to repay its 6% preference shares at 100p plus accrued dividend to the date of repayment, which was our 8th largest holding at the 31 March. The receipt of these sums in cash puts us in a strong position since we repaid half of the 5% loan notes last March and used our bank facilities so as not to have to sell securities to meet the cost of £1,828,502. Although our bank borrowings are presently only about half the £1.4 million we shall receive in December from Delta, the facility remains in place if we wish to continue to use it, and if not we can repay the loans without having to sell securities.
Revenue for the period was boosted by the receipt of arrears of dividend on our holding of Liberty plc (formerly Retail Stores plc) although no bid was made for the preference issue when the ordinary shares were taken over in the recent agreed offer. We remain preference shareholders in both the parent company Liberty Limited and its subsidiary Liberty Retail Limited, (both companies having recently renounced public limited company status) and are concerned at the attitude of the former directors of Liberty plc and that of the Private Equity fund, BlueGem whose subsidiary BlueGem Gamma Ltd, now controls the group.
Your directors recommend a maintained ordinary dividend of 2p which will be paid on 7 January 2011 to ordinary shareholders registered on 3 December 2010. The ordinary shares will be quoted ex-dividend on 1 December 2010. The half year basic preference dividend of 3.5p will be paid on 1 April 2011 but the participating dividend payable on 1 October 2011 will not be known until the final dividend for the year to 31 March 2011 is declared.
Sir David Thomson Bt. Chairman
17 November 2010
|
Registered office: 3rd Floor, Salisbury House London Wall London EC2M 5QS |
Consolidated Statement of Comprehensive Income
For six months ended 30 September 2010
|
Notes |
6 months to 30 September 2010 (unaudited) |
6 months to 30 September 2009 (unaudited) |
Year to 31 March 2010 (audited) |
||||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
Total income |
|
625,798 |
- |
625,798 |
470,232 |
- |
470,232 |
1,151,082 |
- |
1,151,082 |
Administrative expenses |
|
(185,426) |
- |
(185,426) |
(200,435) |
- |
(200,435) |
(391,007) |
- |
(391,007) |
Loan note interest |
|
(45,713) |
- |
(45,713) |
(91,425) |
- |
(91,425) |
(176,275) |
- |
(176,275) |
Other finance costs |
|
(174,818) |
- |
(174,818) |
(174,818) |
- |
(174,818) |
(349,636) |
- |
(349,636) |
Other interest payable |
|
(16,655) |
- |
(16,655) |
(763) |
- |
(763) |
(22,932) |
- |
(22,932) |
Realised gains/(losses) on investments |
|
- |
421,648 |
421,648 |
- |
(14,542) |
(14,542) |
- |
371,369 |
371,369 |
Movement in impairment provisions |
|
- |
(257,771) |
(257,771) |
- |
707,837 |
707,837 |
- |
900,635 |
900,635 |
|
|
|
|
|
|
|
|
|
|
|
Net return before taxation |
|
203,186 |
163,877 |
367,063 |
2,791 |
693,295 |
696,086 |
211,232 |
1,272,004 |
1,483,236 |
Taxation |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
Net return after taxation |
|
203,186 |
163,877 |
367,063 |
2,791 |
693,295 |
696,086 |
211,232 |
1,272,004 |
1,483,236 |
Other comprehensive income/expense |
|
|
|
|
|
|
|
|
|
|
Movement in unrealised appreciation of investments: |
|
|
|
|
|
|
|
|
|
|
Recognised in equity |
|
- |
712,573 |
712,573 |
- |
1,026,843 |
1,026,843 |
- |
2,118,734 |
2,118,734 |
Recognised in profit or loss |
|
- |
(400,613) |
(400,613) |
- |
(35,761) |
(35,761) |
- |
(33,792) |
(33,792) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to ordinary equity shareholders |
|
203,186 |
475,837 |
679,023 |
2,791 |
1,684,377 |
1,687,168 |
211,232 |
3,356,946 |
3,568,178 |
|
|
|
|
|
|
|
|
|
|
|
Return per 50p Ordinary Share |
|
|
|
|
|
|
|
|
|
|
From net return after taxation |
|
10.88p |
8.78p |
19.66p |
0.15p |
37.13p |
37.28p |
9.31p |
68.11p |
77.42p |
From movement in unrealised appreciation of investments: |
|
- |
16.71p |
16.71p |
- |
53.07p |
53.07p |
- |
111.66p |
111.66p |
|
|
|
|
|
|
|
|
|
|
|
Total: Basic and diluted |
5 |
10.88p |
25.49p |
36.37p |
0.15p |
90.20p |
90.35p |
9.31p |
179.77p |
189.08p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per 50p Ordinary Share |
|
|
|
298.81p |
|
|
165.84p |
|
|
265.45p |
|
|
|
|
|
|
|
|
|
|
|
All the Company's operations are continuing. |
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
For six months ended 30 September 2010
|
|
Issued Capital |
Share Premium |
Own Shares Held |
Capital Redemption Reserve |
Revaluation Reserve |
Capital Reserve |
Revenue Account |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance at 1 April 2010 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,649,706 |
3,967,162 |
244,081 |
7,454,312 |
Buy in of own shares |
|
- |
- |
- |
- |
- |
- |
- |
- |
Movement in unrealised appreciation of investments |
|
|
|
|
|
|
|
|
|
- recognised in equity |
|
- |
- |
- |
- |
712,573 |
- |
- |
712,573 |
- recognised in profit or loss |
|
- |
- |
- |
- |
(400,613) |
- |
- |
(400,613) |
Net increase in net assets from operations |
|
- |
- |
- |
- |
- |
163,877 |
203,186 |
367,063 |
Ordinary dividends paid |
|
- |
- |
- |
- |
- |
- |
(56,022) |
(56,022) |
Participating element of preference dividends paid |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2010 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,961,666 |
4,131,039 |
391,245 |
8,077,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2009 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
564,764 |
2,695,158 |
163,680 |
4,016,965 |
Buy in of own shares |
|
- |
- |
- |
- |
- |
- |
- |
- |
Movement in unrealised appreciation of investments |
|
|
|
|
|
|
|
|
|
- recognised in equity |
|
- |
- |
- |
- |
1,026,843 |
- |
- |
1,026,843 |
- recognised in profit or loss |
|
- |
- |
- |
- |
(35,761) |
- |
- |
(35,761) |
Net increase in net assets from operations |
|
- |
- |
- |
- |
- |
693,295 |
2,791 |
696,086 |
Ordinary dividends paid |
|
- |
- |
- |
- |
- |
- |
(56,022) |
(56,022) |
Participating element of preference dividends paid |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2009 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
1,555,846 |
3,388,453 |
110,449 |
5,648,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2009
|
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
564,764 |
2,695,158 |
163,680 |
4,016,965 |
Movement in unrealised appreciation of investments |
|
|
|
|
|
|
|
|
|
- recognised in equity |
|
- |
- |
- |
- |
2,118,734 |
- |
- |
2,118,734 |
- recognised in profit or loss |
|
- |
- |
- |
- |
(33,792) |
- |
- |
(33,792) |
Net increase in net assets from operations |
|
- |
- |
- |
- |
- |
1,272,004 |
211,232 |
1,483,236 |
Ordinary dividends paid |
|
- |
- |
- |
- |
- |
- |
(93,370) |
(93,370) |
Participating element of preference dividends paid |
|
- |
- |
- |
- |
- |
- |
(37,461) |
(37,461) |
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2010 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,649,706 |
3,967,162 |
244,081 |
7,454,312 |
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet
At 30 September 2010
|
|
30 September 2010 (Unaudited) £ |
30 September 2009 (Unaudited) £ |
31 March 2010 (Audited) £ |
Investments Investments at cost |
|
13,155,330 |
13,728,843 |
13,249,016 |
Unrealised (depreciation)/appreciation |
|
(76,608) |
(1,417,455) |
(130,798) |
|
|
|
|
|
Portfolio investments at market value |
|
13,078,722 |
12,311,388 |
13,118,218 |
Current assets |
|
|
|
|
Trade and other receivables |
|
152,848 |
16,916 |
14,462 |
Investments |
|
138,221 |
168,355 |
96,595 |
Cash and bank balances |
|
519,281 |
77,749 |
254,283 |
|
|
|
|
|
|
|
810,350 |
263,020 |
365,340 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdraft |
|
1,150,000 |
383,434 |
1,350,000 |
Preference dividends payable |
|
174,818 |
174,818 |
174,818 |
Trade and other payables |
|
161,036 |
213,638 |
178,523 |
5% loan notes maturing 2010 |
|
365,700 |
1,828,502 |
365,700 |
|
|
|
|
|
|
|
1,851,554 |
2,600,392 |
2,069,041 |
|
|
|
|
|
Net current assets/(liabilities) |
|
(1,041,204) |
(2,337,372) |
(1,703,701) |
Non-current liabilities |
|
|
|
|
5% loan notes maturing 2010 / 2015 |
|
(1,462,802) |
(1,828,502) |
(1,462,802) |
Participating preference shares |
|
(2,497,403) |
(2,497,403) |
(2,497,403) |
|
|
|
|
|
Net assets |
|
8,077,313 |
5,648,111 |
7,454,312 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Issued capital |
|
1,808,728 |
1,808,728 |
1,808,728 |
Share premium |
|
1,019,246 |
1,019,246 |
1,019,246 |
Own shares held |
|
(2,919,861) |
(2,919,861) |
(2,919,861) |
Capital redemption reserve |
|
685,250 |
685,250 |
685,250 |
Revaluation reserve |
|
2,961,666 |
1,555,846 |
2,649,706 |
Capital reserve |
|
4,131,039 |
3,388,453 |
3,967,162 |
Revenue reserves |
|
391,245 |
110,449 |
244,081 |
|
|
|
|
|
Shareholders' funds |
|
8,077,313 |
5,648,111 |
7,454,312 |
|
|
|
|
|
Net Asset Value per 50p Ordinary share |
|
298.81p |
165.84p |
265.45p |
Company Number: 4205
Consolidated Cash Flow Statement
For the six months ended 30 September 2010
|
Notes |
6 months to 30 September 2010 (unaudited) |
6 months to 30 September 2009 (unaudited) |
Year to 31 March 2010 (audited) |
|
|
£ |
£ |
£ |
Cash flows from operating activities |
|
|
|
|
Cash received from investments |
|
541,769 |
282,212 |
668,054 |
Interest received |
|
70,761 |
188,565 |
281,503 |
Sundry income |
|
- |
- |
2,677 |
Cash paid to and on behalf of employees |
|
(71,647) |
(71,366) |
(142,583) |
Other cash payments |
|
(140,000) |
(148,839) |
(254,674) |
|
|
|
|
|
Net cash inflow from operating activities |
|
400,883 |
250,572 |
554,977 |
Cash flows from financing activities |
|
|
|
|
Bank interest paid |
|
(16,655) |
(763) |
(22,932) |
Loan note interest paid |
|
(45,713) |
(91,425) |
(176,275) |
Loan notes redeemed |
|
- |
- |
(1,828,502) |
Fixed element of dividends paid on preference shares |
|
(174,818) |
(174,818) |
(349,636) |
Participating element of dividends paid on preference shares |
|
- |
- |
(37,461) |
Dividends paid on ordinary shares |
|
(55,379) |
(11,197) |
(89,252) |
|
|
|
|
|
Net cash outflow from financing activities |
|
(292,565) |
(278,203) |
(2,504,058) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of investments |
|
(837,200) |
(1,869,793) |
(2,390,740) |
Sale of investments |
|
1,193,880 |
1,104,314 |
2,756,679 |
|
|
|
|
|
Net cash inflow/(outflow) from investing activities |
|
356,680 |
(765,479) |
365,939 |
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
7 |
464,998 |
(793,110) |
(1,583,142) |
|
|
|
|
|
Notes to the Interim Report
The Investment Company plc is a limited company incorporated in Great Britain and registered in England and Wales, company number 4205. The address of its registered office and principal place of business is 3rd Floor, Salisbury House, London Wall, London EC2M 5QS.
The financial information contained in this half year financial report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the half years ended 30 September 2010 and 30 September 2009 has been neither audited nor reviewed by the auditors.
The figures and financial information for the year ended 31 March 2010 are extracted from the latest published audited financial statements of the Company and do not constitute the statutory accounts for that year. The audited financial statements for the year ended 31 March 2010 have been filed with the Registrar of Companies. The report of the independent auditors on those accounts contained no qualification or statement under section 498(2) or section 498(3) of the Companies Act 2006.
Except as described below, the Group has applied consistent accounting policies in preparing the interim financial statements for the six months ended 30 September 2010, the comparative information for the six months ended 30 September 2009, and the financial statements for the period ended 31 March 2010.
The Group applies revised IAS 1 Presentation of Financial Statements, as a result of which the Company presents in the statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the statement of comprehensive income. This standard is concerned with presentation only and does not have any impact on the results or net assets of the Company.
These financial statements have been prepared in accordance with International Accounting Standards (IAS) issued by the International Accounting Standards Board (IASB) as adopted by the EU and in accordance with the Interpretations of International Accounting Standards issued by the Standing Interpretations Committee of the IASB.
These financial statements have been prepared under the historical cost convention, except for Portfolio Investments which are stated at market value.
The Directors confirm that, to the best of their knowledge:
(a) these condensed financial statements have been prepared in accordance with IAS 34;
(b) the interim management report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.7R (an indication of important events that have occurred during the first six months of the financial year and a description of the principal risks and uncertainties for the remaining six months of the financial year); and
(c) the interim management report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.8R (disclosure of related party transactions and changes therein).
4 Dividends payable
|
|
6 months to 30 September 2010 (unaudited) |
6 months to 30 September 2009 (unaudited) |
Year to 31 March 2010 (audited) |
|
|
£ |
£ |
£ |
Participating preference shares |
|
|
|
|
Participating preference element |
|
- |
- |
37,461 |
Ordinary shares |
|
|
|
|
Prior year final |
|
56,022 |
56,022 |
56,022 |
Current year interim |
|
- |
- |
37,348 |
|
|
|
|
|
Total dividends |
|
56,022 |
56,022 |
130,831 |
|
|
|
|
|
|
6 months to 30 September 2010 (unaudited) |
6 months to 30 September 2009 (unaudited) |
Year to 31 March 2010 (audited) |
|||
Ordinary shares |
1,867,391 |
1,867,391 |
1,867,391 |
|||
|
|
|
|
|||
|
£ |
Per Share Pence |
£ |
Per Share Pence |
£ |
Per Share Pence |
Revenue |
|
|
|
|
|
|
Net return/(deficit) after taxation |
203,186 |
10.88 |
2,791 |
0.15 |
211,232 |
11.32 |
Participating dividend |
- |
- |
- |
- |
(37,461) |
(2.01) |
Capital |
|
|
|
|
|
|
Net investment gains/(losses) after taxation |
163,877 |
8.78 |
693,295 |
37.13 |
1,272,004 |
68.11 |
|
|
|
|
|
|
|
Net return/(deficit) after taxation |
367,063 |
19.66 |
696,086 |
37.28 |
1,445,775 |
77.42 |
Movement in unrealised appreciation of investments |
311,960 |
16.71 |
991,082 |
53.07 |
2,084,942 |
111.66 |
|
|
|
|
|
|
|
Total |
679,023 |
36.37 |
1,687,168 |
90.35 |
3,530,717 |
189.08 |
|
|
|
|
|
|
|
As the Company has no options or warrants in issue, basic and diluted loss per share are the same. Of the ordinary shares in issue, 1,717,565 shares are held by the company, are non-voting, and are excluded when calculating the adjusted return per share:
|
The participating preference shares entitle the holders, in priority to the payment of any dividend to the holders of all or any other shares in the capital of the company, to a fixed net cash cumulative dividend at the rate of 7p per share per annum. In addition, holders are entitled to a participating dividend at the rate of 25% of any dividends paid on the Ordinary Shares in excess of 2p per share for any year, subject to a maximum participating dividend in respect of any year of 3p net per share. On any return of capital holders are entitled to the payment of a premium of 50p per share.
|
|
At 30 September 2010 (unaudited) |
Cash flow (unaudited) |
At 1 April 2010 (audited) |
|
|
£ |
£ |
£ |
Cash and bank balances |
|
519,281 |
264,998 |
254,283 |
Bank overdraft |
|
(1,150,000) |
200,000 |
(1,350,000) |
5% loan notes maturing March 2011 |
|
(365,700) |
- |
(365,700) |
5% loan notes maturing March 2012-15 |
|
(1,462,802) |
- |
(1,462,802) |
|
|
|
|
|
|
|
(2,459,221) |
464,998 |
(2,924,219) |
Participating preference shares |
|
(2,497,403) |
- |
(2,497,403) |
|
|
|
|
|
|
|
(4,956,624) |
464,998 |
(5,421,622) |
|
|
|
|
|
|
£ |
p |
p |
Opening NAV |
|
|
265.45 |
Revenue in period |
203,186 |
10.87 |
|
|
|
|
|
Realised gains on investments |
421,648 |
22.58 |
|
Movement in impairment provisions |
(257,771) |
(13.80) |
|
|
163,877 |
8.78 |
|
|
|
|
19.65 |
Revaluation reserve at year-end |
2,961,666 |
|
|
Revaluation reserve at start of year |
2,649,706 |
|
|
Increase in the year in unrealised appreciation of investments above cost |
311,960 |
|
16.71 |
Dividends paid to ordinary shareholders |
(56,022) |
|
(3.00) |
Closing NAV |
|
|
298.81 |
IFRS requires diminution in value from the cost of an investment to be reflected through the Consolidated Income Statement. This does not reflect similarly any rise in value above the cost. However once provision for any diminution in value or unrealised loss (known as an Impairment Provision) has been put through the Income Statement, any subsequent recovery up to original cost does go through the Income Statement; but if the value of those investments continues to rise above cost, until that gain is realised it is confined to the Statement of Changes in Equity where it is shown in the Revaluation Reserve on the Balance Sheet.
The group's financial instruments comprise investments in fixed interest securities and prior charge investments, borrowings for investment purposes, cash balances and debtors and creditors that arise directly from its operations. Its principal risks are market price risk, interest rate risk and liquidity risk. These risks, and the way in which they are managed, are described in more detail within the Company's Annual Report and Accounts for the year ended 31 March 2010. The nature of the Company's principal risks and uncertainties has not changed materially since the date of that report.
During the first six months of the current financial year, no new transactions with related parties have taken
Place. Details of related party transactions are contained in the Company's Annual Report for the year ended 31 March 2010.