The Investment Company plc
Unaudited Interim Report
For the six month period ended 30th September 2012
Chairman's Statement
To the surprise of many commentators Stock Markets around the world have in general experienced rising trends in recent months. Anxiety about the problems of countries in the Eurozone has waned as a result of more forceful action from the European Central Bank and the knuckling under of debtor nation Governments to the austerity demanded by creditor countries. Fears of a slow-down in China recur from time to time and cause volatility in some commodity prices but in general fears, in the short-term at least, have proved exaggerated.
In America the re-elected President is faced with serious economic problems and how they are addressed will probably be influential in the short term direction of US Stock Markets.
Against this background your Company's assets have appreciated usefully with the net asset value per ordinary share rising from 315.6p at 31st March (audited) to 357.5p at 30th September (unaudited). After the exceptional income receipts of the previous year to 31st March 2012, revenue in the six months to 30th September 2012 is lower partly due to accounting treatment of accrued interest. A greater proportion of your Company's revenue arises now in the form of interest rather than dividends as the balance of our portfolio has swung away from preference shares, several large holdings being redeemed and replaced by interest-bearing loans and bonds.
Your Board has Resolved to declare a maintained interim ordinary dividend of 2p which will be paid on 21st December 2012 to ordinary shareholders registered on 23rd November 2012. The ordinary shares will be quoted ex dividend on 21st November 2012. The half-year basic preference dividend of 3.5p will be paid on 1st April 2013. The amount of the participation dividend, in addition to the half-year 3.5p basic payment, paid to the preference shareholders on 1st October 2012 was 1p (0.75p in 2011) but the total amount payable on 1st October 2013 will not be known until the total ordinary dividend for the current year is determined.
I have commented before on the diminishing number of preference issues available at attractive prices for purchase to include in the Company's portfolio. With the general recovery of confidence in the prosperity of the banking sector in the United Kingdom (just one year ago the Chairman and several directors of Lloyds Banking Group announced their personal purchases of ordinary shares at 22p which at the time of writing could now be sold at 44p!) our largest holdings are all standing at or above par. This is a circumstance with which we find ourselves less comfortable than when market prices are way below par values. We are therefore continuing to investigate possible developments which we believe will be attractive to shareholders.
Sir David Thomson Bt. Chairman
9th November 2012
|
Registered office: 3rd Floor, Salisbury House London Wall London EC2M 5QS |
Consolidated Statement of Comprehensive Income
For six months ended 30 September 2012
|
Notes |
6 months to 30 September 2012 (unaudited) |
6 months to 30 September 2011 (unaudited) |
Year to 31 March 2012 (audited) |
||||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
Total income |
|
475,809 |
- |
475,809 |
624,652 |
- |
624,652 |
1,363,009 |
- |
1,363,009 |
Administrative expenses |
|
(211,987) |
- |
(211,987) |
(180,391) |
- |
(180,391) |
(433,590) |
- |
(433,590) |
Loan note interest |
|
(27,503) |
- |
(27,503) |
(36,670) |
- |
(36,670) |
(71,991) |
- |
(71,991) |
Other finance costs |
|
(174,818) |
- |
(174,818) |
(174,818) |
- |
(174,818) |
(349,636) |
- |
(349,636) |
Other interest payable |
|
(2,195) |
- |
(2,195) |
(502) |
- |
(502) |
(5,454) |
- |
(5,454) |
Realised gains on investments |
|
- |
75,907 |
75,907 |
- |
19,958 |
19,958 |
- |
26,097 |
26,097 |
Movement in impairment provisions |
|
- |
201,606 |
201,606 |
- |
(574,794) |
(574,794) |
- |
(270,261) |
(270,261) |
|
|
|
|
|
|
|
|
|
|
|
Net return before taxation |
|
59,306 |
277,513 |
336,819 |
232,271 |
(554,836) |
(322,565) |
502,338 |
(244,164) |
258,174 |
Taxation |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
Net return after taxation |
|
59,306 |
277,513 |
336,819 |
232,271 |
(554,836) |
(322,565) |
502,338 |
(244,164) |
258,174 |
Other comprehensive income/expense |
|
|
|
|
|
|
|
|
|
|
Movement in unrealised appreciation of investments: |
|
|
|
|
|
|
|
|
|
|
Recognised in equity |
|
- |
513,561 |
513,561 |
- |
(883,436) |
(883,436) |
- |
7,801 |
7,801 |
Recognised in profit or loss |
|
- |
- |
- |
- |
(1,297) |
(1,297) |
- |
(146,627) |
(146,627) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to equity shareholders |
|
59,306 |
791,074 |
850,380 |
232,271 |
(1,439,569) |
(1,207,298) |
502,338 |
(382,990) |
119,348 |
|
|
|
|
|
|
|
|
|
|
|
Return per 50p Ordinary Share |
|
|
|
|
|
|
|
|
|
|
From net return after taxation |
|
3.18p |
14.86p |
18.04p |
12.44p |
(29.71)p |
(17.27)p |
24.23p |
(13.08)p |
11.15p |
From movement in unrealised appreciation of investments: |
|
- |
27.50p |
27.50p |
- |
(47.38)p |
(47.38)p |
- |
(7.43)p |
(7.43)p |
|
|
|
|
|
|
|
|
|
|
|
Total: Basic and diluted |
5 |
3.18p |
42.36p |
45.54p |
12.44p |
(77.09)p |
(64.65)p |
24.23p |
(20.51)p |
3.72p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per 50p Ordinary Share |
|
|
|
357.50p |
|
|
249.59p |
|
|
315.96p |
|
|
|
|
|
|
|
|
|
|
|
All the Company's operations are continuing. |
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
For six months ended 30 September 2012
|
|
Issued Capital |
Share Premium |
Own Shares Held |
Capital Redemption Reserve |
Revaluation Reserve |
Capital Reserve |
Revenue Account |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance at 1 April 2012 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,313,745 |
4,806,064 |
684,449 |
8,397,621 |
Buy in of own shares |
|
- |
- |
- |
- |
- |
- |
- |
- |
Movement in unrealised appreciation of investments |
|
|
|
|
|
|
|
|
|
- recognised in equity |
|
- |
- |
- |
- |
513,561 |
- |
- |
513,561 |
- recognised in profit or loss |
|
- |
- |
- |
- |
- |
- |
- |
|
Net increase in net assets from operations |
|
- |
- |
- |
- |
- |
277,513 |
59,304 |
336,817 |
Ordinary dividends paid |
|
- |
- |
- |
- |
- |
- |
(74,693) |
(74,693) |
Participating element of preference dividends paid |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2012 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,827,306 |
5,083,577 |
669,060 |
9,173,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2011 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,452,571 |
5,050,228 |
344,102 |
8,440,264 |
Buy in of own shares |
|
- |
- |
- |
- |
- |
- |
- |
- |
Movement in unrealised appreciation of investments |
|
|
|
|
|
|
|
|
|
- recognised in equity |
|
- |
- |
- |
- |
(883,436) |
- |
- |
(883,436) |
- recognised in profit or loss |
|
- |
- |
- |
- |
(1,297) |
- |
- |
(1,297) |
Net increase in net assets from operations |
|
- |
- |
- |
- |
- |
(554,836) |
232,271 |
(322,565) |
Ordinary dividends paid |
|
- |
- |
- |
- |
- |
- |
(74,696) |
(74,696) |
Participating element of preference dividends paid |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2011 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
1,567,838 |
4,495,392 |
501,677 |
7,158,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2011 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,452,571 |
5,050,228 |
344,102 |
8,440,264 |
Movement in unrealised appreciation of investments |
|
|
|
|
|
|
|
|
|
- recognised in equity |
|
- |
- |
- |
- |
7,801 |
- |
- |
7,801 |
- recognised in profit or loss |
|
- |
- |
- |
- |
(146,627) |
- |
- |
(146,627) |
Net increase in net assets from operations |
|
- |
- |
- |
- |
- |
(244,164) |
502,338 |
258,174 |
Ordinary dividends paid |
|
- |
- |
- |
- |
- |
- |
(112,043) |
(112,043) |
Participating element of preference dividends paid |
|
- |
- |
- |
- |
- |
- |
(49,948) |
(49,948) |
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2012 |
|
1,808,728 |
1,019,246 |
(2,919,861) |
685,250 |
2,313,745 |
4,806,064 |
684,449 |
8,397,621 |
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet
At 30 September 2012
|
|
30 September 2012 (Unaudited) £ |
30 September 2011 (Unaudited) £ |
31 March 2012 (Audited) £ |
Investments Investments at cost |
|
12,465,789 |
12,873,237 |
13,073,264 |
Unrealised depreciation |
|
(141,451) |
(1,907,058) |
(856,618) |
|
|
|
|
|
Portfolio investments at market value |
|
12,324,338 |
10,966,179 |
12,216,646 |
Current assets |
|
|
|
|
Trade and other receivables |
|
275,835 |
416,957 |
214,896 |
Investments |
|
249,770 |
178,236 |
182,857 |
Cash and bank balances |
|
280,068 |
297,927 |
284,517 |
|
|
|
|
|
|
|
805,673 |
893,120 |
682,270 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdraft |
|
- |
400,000 |
500,000 |
Preference dividends payable |
|
174,818 |
174,818 |
174,818 |
Trade and other payables |
|
187,384 |
166,006 |
231,974 |
5% loan notes maturing 2013 |
|
365,700 |
365,700 |
365,700 |
|
|
|
|
|
|
|
727,902 |
1,106,524 |
1,272,492 |
|
|
|
|
|
Net current (liabilities)/assets |
|
77,771 |
(213,404) |
(590,222) |
Non-current liabilities |
|
|
|
|
5% loan notes maturing 2014 / 2015 |
|
(731,400) |
(1,097,102) |
(731,400) |
Participating preference shares |
|
(2,497,403) |
(2,497,403) |
(2,497,403) |
|
|
|
|
|
Net assets |
|
9,173,306 |
7,158,270 |
8,397,621 |
|
|
|
|
|
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 |
|
2,827,306 |
1,567,838 |
2,313,745 |
Capital reserve |
|
5,083,577 |
4,495,392 |
4,806,064 |
Revenue reserves |
|
669,060 |
501,677 |
684,449 |
|
|
|
|
|
Shareholders' funds |
|
9,173,306 |
7,158,270 |
8,397,621 |
|
|
|
|
|
Net Asset Value per 50p Ordinary share |
|
357.50p |
249.59p |
315.96p |
Company Number: 4205
Consolidated Cash Flow Statement
For the six months ended 30 September 2012
|
Notes |
6 months to 30 September 2012 (unaudited) |
6 months to 30 September 2011 (unaudited) |
Year to 31 March 2012 (audited) |
|
|
£ |
£ |
£ |
Cash flows from operating activities |
|
|
|
|
Cash received from investments |
|
146,137 |
173,222 |
417,926 |
Interest received |
|
254,742 |
230,395 |
558,386 |
Sundry income |
|
- |
- |
- |
Cash paid to and on behalf of employees |
|
(125,069) |
(76,072) |
(150,175) |
Other cash payments |
|
(128,153) |
(132,136) |
(251,852) |
|
|
|
|
|
Net cash inflow from operating activities |
|
147,657 |
195,409 |
574,285 |
Cash flows from financing activities |
|
|
|
|
Bank interest paid |
|
(2,195) |
(502) |
(5,454) |
Loan note interest paid |
|
(27,503) |
(36,670) |
(71,991) |
Loan notes redeemed |
|
- |
- |
(365,702) |
Fixed element of dividends paid on preference shares |
|
(174,818) |
(174,818) |
(349,636) |
Participating element of dividends paid on preference shares |
|
- |
- |
(49,948) |
Dividends paid on ordinary shares |
|
(70,954) |
(73,080) |
(109,962) |
|
|
|
|
|
Net cash outflow from financing activities |
|
(275,470) |
(285,070) |
(952,693) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of investments |
|
(241,186) |
(1,118,038) |
(1,278,605) |
Sale of investments |
|
864,550 |
907,210 |
1,243,114 |
|
|
|
|
|
Net cash (outflow)/inflow from investing activities |
|
623,364 |
(210,828) |
(35,491) |
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
7 |
495,551 |
(300,489) |
(413,899) |
|
|
|
|
|
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 2012 and 30 September 2011 has been neither audited nor reviewed by the auditors.
The figures and financial information for the year ended 31 March 2012 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 2012 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 2012, the comparative information for the six months ended 30 September 2011, and the financial statements for the period ended 31 March 2012.
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).
|
|
6 months to 30 September 2012 (unaudited) |
6 months to 30 September 2011 (unaudited) |
Year to 31 March 2012 (audited) |
|
|
£ |
£ |
£ |
Participating preference shares |
|
|
|
|
Participating preference element |
|
- |
- |
49,948 |
Ordinary shares |
|
|
|
|
Prior year final |
|
74,693 |
74,696 |
74,696 |
Current year interim |
|
- |
- |
37,347 |
|
|
|
|
|
Total dividends |
|
74,693 |
74,696 |
161,991 |
|
|
|
|
|
|
6 months to 30 September 2012 (unaudited) |
6 months to 30 September 2011 (unaudited) |
Year to 31 March 2012 (audited) |
|||
Ordinary shares |
1,867,391 |
1,867,391 |
1,867,391 |
|||
|
|
|
|
|||
|
£ |
Per Share Pence |
£ |
Per Share Pence |
£ |
Per Share Pence |
Revenue |
|
|
|
|
|
|
Net return after taxation |
59,304 |
3.18 |
232,271 |
12.44 |
502,338 |
26.90 |
Participating dividend |
- |
- |
- |
- |
(49,948) |
(2.67) |
Capital |
|
|
|
|
|
|
Net investment (losses)/gains after taxation |
277,513 |
14.86 |
(554,836) |
(29.71) |
(244,164) |
(13.08) |
|
|
|
|
|
|
|
Net (deficit)/return after taxation |
336,817 |
18.04 |
(322,565) |
(17.27) |
208,226 |
11.15 |
Movement in unrealised appreciation of investments |
513,561 |
27.50 |
(884,733) |
(47.38) |
(138,826) |
(7.43) |
|
|
|
|
|
|
|
Total |
850,378 |
45.54 |
(1,207,298) |
(64.65) |
69,400 |
3.72 |
|
|
|
|
|
|
|
As the Company has no options or warrants in issue, basic and diluted loss per share are the same.
|
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 2012 (unaudited) |
Cash flow (unaudited) |
At 1 April 2012 (audited) |
|
|
£ |
£ |
£ |
Cash and bank balances |
|
280,068 |
(4,449) |
284,517 |
Bank overdraft |
|
- |
500,000 |
(500,000) |
5% loan notes maturing March 2012 |
|
(365,700) |
- |
(365,700) |
5% loan notes maturing March 2012-15 |
|
(731,400) |
- |
(731,400) |
|
|
|
|
|
|
|
(817,032) |
495,551 |
(1,312,583) |
Participating preference shares |
|
(2,497,403) |
- |
(2,497,403) |
|
|
|
|
|
|
|
(3,314,435) |
495,551 |
(3,809,986) |
|
|
|
|
|
|
£ |
p |
p |
NAV at 1 April 2012 |
|
|
315.96 |
Revenue in period |
59,306 |
3.18 |
|
|
|
|
|
Realised gains on investments |
75,907 |
4.06 |
|
Movement in impairment provisions |
201,606 |
10.80 |
|
|
277,513 |
14.86 |
|
|
|
|
18.04 |
Revaluation reserve at period end |
2,827,306 |
|
|
Revaluation reserve at start of year |
2,313,745 |
|
|
Increase in the year in unrealised appreciation of investments above cost |
513,561 |
|
27.50 |
Dividends paid to ordinary shareholders |
(74,693) |
|
(4.00) |
NAV at 30 September 2012 |
|
|
357.50 |
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 2012. 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 2012.