Final Results

Martin Currie Portfolio Investment Trust plc Annual report Year to 31 January 2009 A full copy of this annual report will shortly be available for downloaded at www.martincurrieportfolio.com Financial Summary Key data As at As at 31 January 31 January 2009 2008 Net asset value 93.1p 137.2p per share FTSE All-Share 2,078.9 3,000.1 index Share price 89.8p 124.3p Discount+ 3.5% 9.4% Dividend per 3.50p 2.60p share* *subject to shareholder approval + Figures shown are inclusive of income as per AIC guidance. In line with investment guidelines, the discount excluding income was 0.11% (2008: 7.8%). Chairman's Statement Since the launch of Martin Currie Portfolio Investment Trust in 1999, we have experienced a variety of market conditions, including the end of the technology boom, a downturn from 2000-2002 and five consecutive years of positive returns. However, the past 18 months have been the most challenging many of us have ever experienced. We witnessed a collapse in confidence in the global financial system and a sharp fall in equity markets. As well as being exceptionally volatile, markets around the world became highly correlated across countries and sectors, leading to a lack of distinction between 'good' and 'bad' investment opportunities. In short, almost everything fell in 2008. After the indiscriminate selling in 2008, we are expecting well-financed businesses with strong balance sheets, reliable cash flows and robust earnings to be rewarded at the expense of companies with high levels of debt and poor visibility of earnings. We believe this environment will support once again our manager's fundamental stock-picking approach but timing remains an issue. Performance In the 12-month period under review the company's share price fell by 27.8%, a substantial decline after a period of sustained positive returns going back to 2004. The FTSE All-Share index fell by 30.7% over the same period, and the company's net asset value per share by 32.1%. The chart below shows the share price total returns (with income reinvested) against the benchmark index over the past five years. We have also included each discrete 12-month period, illustrating the strong performance that preceded the most recent correction. Annual share price total returns with dividends reinvested over 12 month periods to 31 January 2009 2008 2007 2006 2005 Martin (26.0%) +8.0% +9.8% +32.5% +11.1% Currie Portfolio share price FTSE All- (27.8%) (3.6%) +13.2% +23.9% +15.3% Share index Martin (31.9%) +7.6% +11.1% +31.6% +14.3% Currie Portfolio net asset value per share 5 year share price return FTSE +12.7% All-Share Index Martin Currie +29.3% Portfolio share price Martin Currie +22.9% Portfolio net asset value per share Source: Fundamental Data Dividends In this period, dividend income rose significantly and we earned a higher level of interest from cash on deposit. As a result, we are paying a significantly larger dividend this year than we did last year. However, corporate dividends have come under severe pressure recently, particularly in the UK's traditionally higher yielding financial sector and deposit rates have fallen to record low levels. Income may be challenged in years ahead. The board's recommendation is therefore a final dividend of 2.5p, which, together with the interim dividend of 1.0p, brings total dividends for the year to 3.5p, an increase of 34.6% over last year. Subject to approval by the company's shareholders at its Annual General Meeting, the final dividend will be paid on 19 June 2009 to shareholders on the register as at 22 May 2009. Maintaining a stable discount When the company was launched in March 1999, a right to redeem shares every five years was built into its Articles of Association. The second opportunity to redeem follows this year's AGM. Documents relating to this are included with this annual report. Discounts to net asset value (NAV), and the volatility of these discounts, remain a feature of many investment trusts. Your board believes that the discount volatility is a distraction for investors and management; we introduced redemption opportunities and have actively used share buy-backs to reduce the absolute level of discount to single figures as a percentage of NAV and to reduce discount volatility. The discount for the company has been significantly lower than the average for the Association of Investment Companies' Global Growth sector. Given the sharp fall in equities over the past twelve months, your board and managers believe there is real long-term value in our portfolio. To illustrate, the fall in markets occurred in the financial year to 31 January 2003, when the share price of Martin Currie Portfolio fell by 28.3%. In the following year it recovered by 36.9%, and went on to record a further 5 years of positive returns. Directors do not intend to offer their own shares for redemption. Prospective refund of VAT on management fees As I mentioned in both the 2008 annual and interim reports, the board has been pursuing a claim to recover previously paid VAT on management fees. Negotiations with HM Revenue and Customs ('HMRC') have now progressed, resulting in a claim for £1,383,000 being submitted. The board is of the opinion that the certainty of recovery is now such that the amount should be included in the annual report and accounts. For the VAT charged on management fees, the amount has been split two-thirds to capital and one- third to revenue, with the VAT on the performance fee being allocated wholly to capital to reflect the manner in which it was originally charged. In the revenue account this adds 0.26p to the amount available for distribution to shareholders. Looking ahead It is likely to remain a difficult period for stock markets. However, we are long-term investors; as our manager, Tom Walker, says in his report, we see substantial embedded value in our existing quoted and private equity fund portfolio. Even if current prices do not currently differentiate good from poor quality, we believe that when the market does begin to return to some measure of normality, our investments will disproportionately benefit. Thank you for your continued support; please contact me if you have any questions regarding your company. Contact details can be found on the back of this report. Peter Berry chairman Manager's Review Performance As the chairman indicates in his review, this has been a very disappointing 12 months for investors. After five consecutive years of positive returns, the trust's net asset value per share fell by 31.9%, on a total return basis, in the period under review. The share price fared better, falling by 26.0%, while the benchmark index fell by 27.8%, both on a total return basis. In the UK market, our performance slightly lagged the FTSE All Share index. While we benefited from our limited exposure to banks, we suffered from being underweight in several of the index heavyweights that performed better in this period, specifically AstraZeneca and Royal Dutch Shell. Our overseas investments outperformed, led by European healthcare provider, Fresenius Medical Care, US companies such as WalMart and Southern Company and Far Eastern holdings, TSMC and Nintendo. The strength of overseas currencies relative to sterling during the year enhanced returns from our international portfolio. Private equity, for so many years a strong contributor to overall performance, suffered from a dramatic correction in valuations. Our private equity portfolio fell 65% in the year, detracting 6% from relative performance against the benchmark. Review The financial crisis has spread rapidly around the world over the past year. Because of their pervasive nature, the bursting of the bubbles in the housing and credit markets has had a more profound impact than the collapse of technology stocks at the start of this decade. Housing markets have already fallen sharply, and the process by which companies and households reduce their debt levels, and through which banks identify debt that will never be repaid, is likely to take some years. Unemployment has risen sharply and will go on doing so for some time. Despite the vast amounts of capital that governments have injected into financial institutions, banks remain reluctant to lend, while customers, understandably sensitive to their job security, are very wary of borrowing. This paralysis means that the banking sector's particular problems are going to be long lived and that the eventual recovery in economic growth will be slower than would be normal after a recession. United Kingdom The UK economy contracted in the fourth quarter of 2008, and will decline further in 2009, confirming a full-blown recession. Retail sales and trade data bear this forecast out and, in recent weeks, unemployment has soared to 6.3%. The Bank of England has cut base interest rates to 0.5% (1.5% at the company's fiscal year end) and bank deposit rates have collapsed. So far, lower interest rates have had no impact on the property market where volumes are at dire levels and prices continue to fall. The particular importance of the banking industry to the UK economy has become very evident in recent months. Any economy relies on its banks to function, but London's status as an international financial centre means that employment, exports and tax revenues are especially concentrated in this sector. Partly in recognition of this, the International Monetary Fund has identified the UK economy as being one of the worst placed to weather the current economic downturn. We have sold out of domestic UK banks altogether as we fear their drift towards nationalisation, or a status that dilutes their value to shareholders to almost nothing. We continue to own HSBC, an international bank that we consider the exception, and with the potential to gain substantial market share from other, more troubled financial institutions. The earnings of a large part of the UK equity market are driven by the global economy, and it is here we see a better outlook. Our focus within the portfolio remains on identifying the best global companies, whether listed in the UK or abroad. The trend towards globalisation has made the distinction between the UK and international companies less and less relevant over the past decade. However, we need to watch that the global recession does not lead to an era of greater protectionism. We believe world leaders will avert such a reversal; indeed there has already been an attempt by the UK government to clarify that the statement `British jobs for British workers' does not mean what it appears to mean! So what is the focus of our UK listed portfolio? We believe that resources companies, such as BHP Billiton and BG Group, are among the best in the world in their field; industrials companies BAE Systems, Weir Group and Babcock International have a global reach; Morrisons and Tesco, though more focused on the domestic UK economy, are less vulnerable to economic pressure than most companies. Another interesting category of company is those that have been severely de- rated by the market, but are still very attractive on a long-term basis. These include Intercontinental Hotel Group and Next, two stocks that have been hammered over the past 12 months, but are still strong businesses. Their profitability in 2009 will not be a sensible basis for assessing their real long term value, but as long as we feel confident that they will survive, we are focusing on their long-term earnings potential. International The past 12 months has seen enormous fluctuations in currencies, and it is this that largely differentiated the returns generated by different regions. Japan is the most extreme example of this. In yen terms, the Japanese market fell 41% but because the yen was such a strong currency, Japan fell just 4% in sterling terms. Elsewhere, Europe and Asia were very weak, although the USA, also buoyed by currency strength, fared less badly for sterling investors. The current crisis in property and credit markets has been blamed on the USA. Actually, it is a truly global, albeit principally 'western' problem. The USA was just the country where it first became apparent. The Federal Reserve has been the most determined central bank to stay ahead of the crisis, and has now moved US interest rates effectively to zero. The US government has also taken enormous steps to reinvigorate the economy, both before and since President Obama took office. Significant challenges remain, but we believe the USA will emerge from recession within the next 12 months. China also has a role to play in turning the world economy around. It has generated huge surpluses over recent years and now needs to stimulate growth domestically to substitute for those struggling export markets. There are encouraging signs early in 2009 that the Chinese authorities are taking some of the necessary steps. We have further downsized our already limited exposure to the international financial sector, selling Axa, Orix and Anglo Irish Bank. New purchases include global fertilizer giant, Potash Corporation of Saskatchewan and low cost retailer WalMart. Private equity The debt crisis has sucked liquidity from private equity markets. Deals cannot be completed so, where commitments to make further investments have been made, investors are having to restructure, thereby suffering significant penalties or dilution. As a result, private equity valuations have fallen precipitately. Because financing will involve much lower debt in future we do not believe that private equity returns will ever achieve some of the lofty heights of recent years. However, in the next few months and years, there will be very attractive opportunities for private equity investors who will provide capital on a much less competitive basis. We believe there is substantial value in our private equity portfolio but we may have to be patient to see it realised. Outlook Confidence is the missing ingredient today. However much stimulation economies receive from central banks and governments, growth will not resume until people believe that the future justifies activity, whether that is a company investing in productive capacity or a family buying a new car. History tells us that equity markets will recover before the economy does. Just as they fell before the full horrors of the economic downturn became headline news, equity markets could bounce quite substantially, even while the economic backdrop continues to deteriorate. By focusing on strong, high-quality companies, generally global leaders in their fields that are gaining market share, we aim to be positioned so that our shareholders participate fully when the recovery comes. Now is not the time to be selling equities. Tom Walker Portfolio Summary Portfolio distribution as at 31 January By Region 2009 2008 United 59.7% 56.1% Kingdom International* 33.9% 31.4% al* Private 6.4% 12.5% Equity 100.0% 1 00.0% *International 2009 2008 North America 16.3% 12.9% Europe (ex UK) 8.6% 9.6% Global Emerging 3.7% 4.0% Markets Japan 2.9% 2.9% Developed Asia 2.4% 2.0% By Sector 2009 2009 (excluding cash Company FTSE All and private equity) Share Index Oil and gas 21.7% 21.6% Consumer services 12.7% 10.1% Financials 11.9% 18.1% Healthcare 10.8% 10.1% Technology 10.0% 1.1% Industrials 10.0% 7.0% Consumer goods 9.3% 13.3% Basic Materials 8.0% 6.7% Utilities 3.6% 4.7% Telecommunications 2.0% 7.2% 100.0% 100.0% By Asset Class 2009 2008 (including cash and borrowings) Equities 94.7% 91.3% Cash 5.3% 13.6% Less borrowings - (4.9%) 100.0% 100.0% Largest 2009 2009 2008 2008 Holdings Market % of Market % of Value total value total £000 portfo £000 portfo lio lio BP 10,341 8.8 11,126 6.4 GlaxoSmithKline 8,196 7.0 7,944 4.6 HSBC Holdings 6,777 5.8 9,376 5.4 F&C Private 6,470 5.5 17,133 9.9 Equity Trust* BG 5,166 4.4 8,941 5.2 British 4,759 4.0 4,496 2.6 American Tobacco BHP Billiton 4,387 3.7 7,826 4.5 Royal Dutch 4,175 3.5 4,392 2.5 Shell Tesco 3,332 2.8 3,879 2.2 Morrison (W) 2,954 2.5 - - Supermarkets *Equity and Equity `A' shares combined Sector Market % of Value £ total portfolio Financials 10,952,274 9.3 HSBC Holdings Banks 6,777,451 5.8 Prudential Life 1,309,201 1.1 Insurance Amlin Nonlife 1,215,971 1.0 Insurance Land Real Estate 840,466 0.7 Securities MAN Group General 809,185 0.7 Finance Oil and Gas 19,682,453 16.7 BP Oil and Gas 10,341,399 8.8 producers BG Group Oil and Gas 5,166,044 4.4 producers Royal Dutch Oil and Gas 4,175,010 3.5 Shell producers Healthcare 8,195,650 7.0 GlaxoSmithKli Pharmaceutic 8,195,650 7.0 ne als & biotechnolog y Basic 7,577,481 6.4 Materials BHP Billiton Mining 4,387,143 3.7 Anglo Mining 2,367,433 2.0 American Xstrata Mining 822,905 0.7 Consumer 4,758,968 4.0 Goods British Tobacco 4,758,968 4.0 American Tobacco Telecommunications 2,153,675 1.8 BT Fixed Line 2,153,675 1.8 telecoms Consumer 9,552,798 8.1 Services Tesco Food and 3,331,668 2.8 Drug retailers Morrison (W) Food and 2,954,256 2.5 Supermarkets Drug retailers Intercontinen Leisure and 1,524,191 1.3 tal Hotels Hotels Next General 1,292,323 1.1 Retailers Marstons Beverages 450,360 0.4 Industrials 5,298,080 4.5 Babcock Support 2,029,571 1.7 International services BAE Systems Aerospace & 1,864,694 1.6 defence Weir Industrial 988,857 0.8 Engineering Wolseley Support 414,958 0.4 Services Utilities 2,287,612 1.9 Scottish & Electricity 2,287,612 1.9 Southern Energy Total United 70,458,991 59.7 Kingdom Investments International Country Market % of Portfolio value £ total portfolio North America 19,110,008 16.3 Walmart United 2,347,092 2.0 States CVS United 2,061,984 1.7 States Southern United 1,735,304 1.6 Company States Anadarko United 1,595,337 1.4 Petroleum States Cisco United 1,493,686 1.3 States Ultra United 1,463,843 1.2 Petroleum States Wellpoint United 1,347,541 1.1 States Potash Canada 1,295,566 1.1 Corporation of Saskatchewan Amdocs United 1,234,065 1.0 States Petro-Canada Canada 1,175,494 1.0 MEMC United 1,135,048 1.0 Electronics States Apple United 1,131,173 1.0 States Foster United 1,079,989 0.9 Wheeler States Blackstone United 13,886 - States Europe (ex 10,171,588 8.6 UK) Fresenius Germany 2,426,399 2.1 Medical Annheuser- Belgium 2,411,557 2.0 Busch Inber ABB Switzerland 1,437,942 1.2 Tecnicas Spain 1,342,547 1.1 Reunidas Tognum Germany 907,724 0.8 National Bank Greece 856,548 0.7 of Greece Cintra Spain 788,961 0.7 Concesiones De Infraestructu ras De Transport Global 4,418,270 3.7 Emerging Markets Taiwan Taiwan 1,768,074 1.5 Semiconductor PT Astra Indonesia 1,341,448 1.1 International Infosys India 1,308,748 1.1 Technologies Japan 3,406,997 2.9 Nintendo Japan 1,798,089 1.5 Mitsui & Japan 1,608,908 1.4 Company Developed 2,869,438 2.4 Asia China Mobile China 1,522,889 1.3 New World Hong Kong 1,346,549 1.1 Development Total 39,976,301 33.9 Overseas Investments Private Country Market % of Equity Value £ total portfolio F& C Private UK 4,604,017 3.9 Equity `Ordinary' F & C Private UK 1,865,866 1.6 Equity `Restricted' Candover UK 833,040 0.7 Investments SVG Capital UK 180,320 0.2 Total Private 7,483,243 6.4 Equity Investments Total 117,918,535 100.00 portfolio Risks and Uncertainties Risk and mitigation The board closely monitors the risks of the company. The board carries out a risk workshop as part of its annual strategy meeting and has identified the following as key risks to the company. The board has also implemented specific mitigating measures to reduce the probability and impact of each risk to the greatest extent possible. Loss of s842 status - In order to qualify as an investment trust, the company must comply with Section 842 of the Income and Corporation Taxes Act 1988. Section 842 qualification criteria are continually monitored by Martin Currie and the results reported to the board at each meeting. Operational disruption at the manager's premises - Martin Currie has in place a full disaster recovery and business continuity plan which facilitates continued operation of the business should the Manager's premises be subject to operational disruption. The plan was last tested in November 2008 with successful results. The manager maintains a fully operational off-site disaster recovery centre for use by key staff during any disruption. Regulatory, accounting/ internal control breach - The company must comply with the Companies Act 1985 and 2006 and the UKLA Rules. The board relies on the services of its company secretary and its professional advisers to ensure compliance. Details of how the board monitors the services provided by Martin Currie and the key elements designed to provide effective internal control are included within the Internal Control section of the Corporate Governance Report. Loss of investment team or investment manager - The manager takes steps to reduce the likelihood of such an event by ensuring appropriate succession planning and the adoption of a team based approach, as well as special efforts to retain key personnel. Failure to manage the discount - The board regularly discusses discount policy and has set parameters for the manager and the company's broker to follow. Investment underperformance - The board manages the risk of investment underperformance by diversification of investments and through a set of investment restrictions and guidelines that are monitored and reported on by the manager. The board monitors the implementation and results of the investment process with the investment manager, who attends all board meetings, and reviews data that show statistical measures of the company's risk profile. Gearing/Interest rate risk - From time to time the company finances its operations through bank borrowings. However, the board monitors such borrowings (gearing) closely and takes a prudent approach. At the year end bank borrowings were nil. In accordance with the investment policy the limit on gearing is 20% of net assets. The company's investment portfolio is not directly exposed to interest rate risk and there are no fixed rate securities held as at 31 January 2009 (2008:nil). Foreign exchange risk - A portion of the company's portfolio is held in currencies other than sterling and a high proportion of major UK listed companies receive a substantial percentage of their revenues from international operations, so in principle the board charges the manager to consider exchange risk in the normal course of market and stock analysis. From time to time the board may, however, hedge overall exposure to a particular currency (for example the US dollar or Japanese yen) sometimes by borrowing in these currencies against portfolio exposure to them. Counterparty risk - Martin Currie Investment Management monitors counterparty relationships on behalf of Martin Currie Portfolio Investment Trust plc. This process includes identifying major counterparties, mapping exposure and analysing the risks through the company's risk, compliance, dealing, operations and middle office teams. The aim is to enable the board of Martin Currie Portfolio Investment Trust to determine an appropriate level of counterparty risk exposure, and to diversify or mitigate this, as required. This process is subject to continual monitoring and review any recommendations made to the board. Directors' Responsibility Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company as at the end of the year and of the net return for the year. In preparing those accounts, the directors are required to: _ select suitable accounting policies and then apply them consistently; _ make judgements and estimates that are reasonable and prudent; and _ state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts. The directors confirm that the accounts comply with the above requirement. The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985 and 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The accounts are published on the www.martincurrieportfolio.com website, which is maintained by the company's investment manager. The maintenance and integrity of the website maintained by Martin Currie is, so far as it relates to the company, the responsibility of Martin Currie. In accordance with Chapter 4 of the Disclosure and Transparency Rules, and to the best of their knowledge, each director of Martin Currie Portfolio Investment Trust plc (`the company') confirms that the financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and net return of the company. Furthermore, each director certifies that the directors report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that the company faces. By order of the board Martin Currie Investment Management Limited Secretaries Edinburgh Income Statement Year to 31 January Year to 31 January 2009 2008 Notes Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Net (losses) 8 - (62148) (62148) - 187 187 / gains on investments Net currency 12 - 48 48 - 96 96 gains Income 3 6003 349 6352 5125 12269 17394 Investment (266) (531) (797) (345) (690) (1035) management fee VAT 16 350 1033 1383 - - - recoverable on Investment management fee Performance - - - - (1862) (1862) fee Other 6 (448) - (448) (474) - (474) expenses Net return 5639 (61249) (55610) 4306 10000 14306 before finance costs and taxation Finance 4 (3) (8) (11) (186) (358) (544) costs: debt Finance 5 (5511) 61073 55562 (4028) (10403) (14431) costs: shareholders ' funds Finance 5 - 184 184 - 761 761 costs: repurchase of shares Net return 125 - 125 92 - 92 on ordinary activities before taxation Taxation on 7 (125) - (125) (92) - (92) ordinary activities Return - - - - - - attributable to shareholders Returns per - - - - - - ordinary share The total columns of this statement are the profit and loss accounts of the company. The revenue and capital items are presented in accordance with the Association of Investment Companies (AIC) Statement of Recommended Practice. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the company have been reflected in the above statement. Balance Sheet As at 31 As at 31 January 2009 January 2008 Note £000 £000 £000 £000 Non-current assets Investments at fair value through profit or loss Listed on the 77,943 119,189 stock exchange in the UK Listed on 39,976 54,444 stock exchanges abroad 8 117,919 173,633 Current Assets Debtors and 9 1,704 300 Prepayments Cash at bank 10 6,544 26,020 8,248 26,320 Creditors Amounts 11 (1,443) (12,311) falling due within one year Net current 6,805 14,009 assets Net Asset 5 124,724 187,642 Value attributable to shareholders Net Asset 93.1p 137.2p Value per ordinary share Statement of Cash Flow Note Year to 31 Year to 31 January 2009 January 2008 £000 £000 £000 £000 Net cash 13 2,484 16,379 inflow from operating activities Servicing of finance Finance Cost: (123) (475) debt Finance Cost: (4,220) (3,441) Shareholders funds Net Cash (4,343) (3,916) outflow from servicing of finance Capital Expenditure and Financial Investment Purchase of (31,188) (41,582) investments Sales of 25,905 62,479 investments Net Cash (5,283) 20,897 (outflow)/infl ow from capital expenditure and financial investment Net Cash (7,142) 33,360 (outflow)/infl ow before financing Financing Repurchase of (2,952) (8,985) ordinary share capital Short term 14 (9,471) (492) bank borrowings (Decrease)/ 14 (19,565) 23,883 increase in cash Notes to the Financial Statements 1 Accounting policies a) Basis of preparation - The financial statements have been prepared in accordance with applicable UK Accounting Standards and with the Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in January 2009. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The Company continues to adopt the going concern basis in the preparation of the annual financial statements. When the company was launched in 1999, a right to redeem shares every five years was built into its Articles of Association. The next such opportunity to redeem takes place on 31 May 2009, following the AGM on 20 May 2009. The Board is satisfied that the likelihood of large scale redemptions is sufficiently low such that there is no material uncertainty and the use of the going concern basis of accounting therefore remains appropriate. b) Income from investments (other than special dividends), including taxes deducted at source, is included in revenue by reference to the date on which the investment is quoted ex dividend, or where no ex-dividend date is quoted, when the company's right to receive payment is established. Franked investment income is stated net of the relevant tax credit. Other income includes any taxes deducted at source. Special dividends are credited to capital or revenue, according to the circumstances. Stock dividends are treated as unfranked investment income; any excess in value of the shares received over the amount of the cash dividend is recognised as a capital item in the income statement. c) Interest receivable and payable and management expenses are treated on an accruals basis. d) The management fee and finance costs in relation to debt are recognised two- thirds as a capital item and one-third as a revenue item in the income statement in accordance with the board's expected long-term split of returns in the form of capital gains and income, respectively. The performance fee is recognised 100% as a capital item in the income statement as it relates entirely to the capital performance of the trust. Short term deposits, expenses and interest payable are treated on an accruals basis. All expenses are charged to revenue except where they directly relate to the acquisition or disposal of an investment, in which case, they are added to the cost of the investment or deducted from the sale proceeds. e) Investments - Investments have been designated upon initial recognition as fair value through profit or loss. Investments are recognised and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured as fair value. Subsequent to initial recognition, investments are valued at fair value. For listed investments, this is deemed to be bid market prices or closing prices for SETS stocks sourced from The London Stock Exchange. SETS is the London Stock Exchange's electronic trading service for UK blue chip securities including all the FTSE 100 constituents and the most liquid FTSE 250 along with some other securities. Gains and losses arising from changes in fair value are included in net profit or loss for the period as a capital item in the income statement and are ultimately recognised in the unrealised reserve. The valuation of forward currency contracts are included on the balance sheet. Periodic changes to these valuations are recognised as unrealised gains and losses in the income statement. f) Transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the income statement. g) Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is of a capital or revenue nature. h) All financial assets and liabilities are recognised in the financial statements. i) Dividends payable - Interim and final dividends are recognised in the period in which they are paid. j) Capital reserve - Gains or losses on realisation of investments and changes in fair values of investments still held, are transferred to the capital reserve. The capital element of the management fee and relevant finance costs are charged to this reserve. Any associated tax relief is also credited to this reserve. Share buy backs are funded through the special distributable reserve. VAT recovery - VAT recovered will be recognised with the same split by which they were paid, ie management fees two thirds capital and one third revenue. Performance fees wholly capital. k) Deferred taxation - Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the balance sheet date measured on an undiscounted basis and based on enacted tax rates. 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 underlying temporary differences can be deducted. Timing differences are differences arising between the company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Due to the company's status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. l) Shareholders funds - Under FRS25 "Financial instruments: Disclosure and presentation", when shares are issued, any component that creates a financial liability in the balance sheet is measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on redemption. The corresponding dividends relating to the liability component are charged as finance costs in the income statement. 2. Year to Year to 31 31 January January 2009 2008 Returns and Net Asset Value The Return and Net Asset Value per ordinary share are calculated with reference to the following figures: Revenue Return Revenue Return - - attributable to ordinary shareholders Add back finance £5,511,000 £4,028,000 costs: shareholders funds £5,511,000 £4,028,000 Weighted average 135,792,258 142,254,259 number of shares in issue during period Return per ordinary 4.06p 2.83p share Capital return Capital return - - attributable to ordinary share holders (Deduct)/add back (£61,073,000)£10,403,000 finance costs: shareholders funds Deduct finance (£184,000) (£761,000) costs: gain on repurchase of shares (£61,257,000) £9,642,000 Weighted average 135,792,258 142,254,259 number of shares in issue during year Return per ordinary (45.11p) 6.78p share Total return Total return per (41.05p) 9.61p ordinary share Net asset value per As at 31 As at 31 share January January 2009 2008 Net assets £124,720,000 £187,642,000 attributable to shareholders Number of shares in 133,990,458 136,716,072 issue at the year end Net asset value per 93.1p 137.2p share 3. Year to Year to 31 31 January January 2009 2008 £000 £000 Income From listed investment UK equities 4,235 4,092 International 1,133 861 equities Stock dividends 164 1 Other income Interest on 449 171 deposits Underwriting 22 - commission 6,003 5,125 In addition, during the year ended 31 January 2009, the company received capital dividends of £312,000 and £37,000. These related to capital distributions from F&C Private Equity Trust and ABB Limited respectively. During the year to 31 January 2008, the company received a capital dividends of £11,273,000, £692,000 and £304,000. These related to capital distributions from F&C Private Equity Trust, Intercontinental Hotels and MAN Group plc respectively. 4. Year to Year to 31 January 2009 31 January 2008 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Finance Costs: debt Interest 3 8 11 186 358 544 payable on bank loans and overdraft s 3 8 11 186 358 544 5. Year to Year to 31 January 2009 31 January 2008 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Finance Costs: shareholders ' funds Year ended - - - 2,727 - 2,727 31 January 2007 - final dividend of 1.90p Year ended - - - 714 - 714 31 January 2008 - interim dividend of 0.50p Year ended 2,871 - 2,871 - - - 31 January 2007 - final dividend of 2.10p Year ended 1,356 - 1,356 - - - 31 January 2009 - interim dividend of 1.00p Unclaimed (7) - (7) - - - dividends refunded Movement in 1,291 (61,073)(59,782) 587 10,403 10,990 net assets attributable to shareholders 5,511 (61,073)(55,562) 4,028 10,403 14,431 Set out below are the total dividends payable in respect of the financial year, which forms the basis on which the requirements of Section 842 of the Income and Corporation Taxes Act 1988 are considered. 2009 2008 £'000 £'000 Interim dividend of 1.00p for 1,356 714 the year ended 31 January 2009 (2008: 0.50p) Proposed final dividend of 3,350 2,871 2.50p for the year ended 31 January 2009 (2008: 2.10p) 4,706 3,585 Movements in net assets attributable to shareholders Closing net assets 124,724 187,642 attributable to shareholders Less: opening net assets (187,642) (186,398) attributable to shareholders (62,918) 1,244 Cost of repurchase of 2,952 8,985 ordinary shares in year Gain on repurchase of 184 761 ordinary shares in year (59,782) 10,990 6. Other expenses 2009 2008 £'000 £'000 Auditors' remuneration - 23 19 audit services Auditors' remuneration - non- 1 - audit services Bank charges (including 29 37 custody fees) Directors' fees 127 120 Irrecoverable VAT 26 22 Legal fees 9 8 Marketing 21 53 Printing and postage 35 31 Registration fees 24 19 Secretarial fee 64 61 Other 89 104 448 474 Performance Fee The performance fee for the year ended 31 January 2009 was nil (2008: £1,862,000). 7. Year to Year to 31 January 2009 31 January 2008 Reven Capi Tota Reven Capi Tot ue tal l ue tal al £000 £000 £000 £000 £000 £00 0 Taxation on ordinary activities Foreign 125 - 125 92 - 92 Tax As at 31 January 2009, the company had unutilised management expenses of £16.5 million (2008: £17.8 million), non-trading loan relationship deficit of £4,778,000 and eligible unrelieved foreign tax of £495,000 carried forward. This has been generated because such a large part of the company's income is derived from dividends from UK companies. The company is not expected to generate taxable income in a future period in excess of deductible expenses for that period and, accordingly, is unlikely to be able to reduce future tax liabilities by offsetting these losses. Due to the company's status as an investment trust and the intention to continue to meet the conditions required to obtain approval in the foreseeable future, the company has not provided deferred tax on capital gains and losses arising on the revaluation or disposal of investments. The corporation tax rate was 30% until 31 March 2008 and 28% from 1 April 2008 giving an effective rate of 28.33%. The tax charge for the year differs from the charge resulting from applying the standard rate of corporation tax in the UK for an investment trust company. The differences are explained below. 2009 2008 £'000 £'000 Net return before taxation (55,621) 13,762 Corporation tax at effective (15,759) 4,129 rate of 28.33% (2008: 30%) Adjustments: UK dividends not taxable (1,246) (1,228) Losses/(gains) on investments 17,609 (56) not taxable Capital distributions not (99) (3,681) taxable Currency gains not taxable (14) (29) Movement in taxable accrued 9 (12) income Overseas tax written off 125 92 Excess management and loan (500) 877 expenses Current year tax charge 125 92 8. Investments As at 31 As at 31 January January 2009 2008 £000 £000 Opening valuation 173,633 195,332 Opening unrealised (30,230) (40,623) gains Opening Cost 143,403 154,709 Purchases at cost 32,414 40,593 Disposal proceeds (25,980) (62,479) Less: net (6,163) 10,580 (loss)/profit on disposal of investments Disposal at cost (32,143) (51,899) Closing cost 143,674 143,403 Investment holding (25,755) 30,230 (losses)/gains Valuation as at 31 117,919 173,633 January (losses)/gains on As at 31 As at 31 investments January January 2009 2008 £000 £000 Net (loss)/profit on (6,163) 10,580 disposal of investments Net loss on (55,985) (10,393) revaluation of investments (62,148) 187 The transaction cost in acquiring investments during the year were £139,000 (2008:£139,000). For disposals, transaction costs were £32,000 (2008: £122,000). During the year there was a write down in the book cost of F&C Private Equity Trust A shares of £153,000 (2008: £5,936,000) and ABB Limited shares of £9,000 (2008: £nil) which were reflected in the realised net loss of £6,163,000 (2008: net profit £10,580,000). These were as a result of capital repayments made in June and July 2008 respectively. 9. 2009 2008 £000 £000 Debtors: amounts falling due within one year Dividends receivable 136 212 Amount due from 75 - brokers Taxation recoverable 39 13 Other debtors 1,454 75 1,704 300 Other debtors includes VAT recoverable of £1,383,000 (2008: nil) on management and performance fees previously paid by the company as detailed in note 16. 10. 2009 2008 £000 £000 Cash at bank Sterling bank 6,544 26,020 account 6,544 26,020 11. Creditors 2009 2008 £000 £000 Amounts falling due within one year Due to brokers 1,226 - Due to Martin Currie 167 2,650 Other creditors 50 231 Overdrawn US Dollar - 158 bank account Bank borrowings - 9,272 1,443 12,311 Information with regard to transactions with related parties is provided in the Report of the Directors for interest risk analysis in respect of debtors and creditors refer to note 17. 12. Total Called up Capital Special Capital Revenue £000 ordinary redemption distributable reserve reserve share reserve reserve £000 £000 capital £000 £000 £000 Memorandum - Net asset value attributable to shareholders As 31 187,642 6,835 9,182 152,090 11,820 7,715 January 2008 Ordinary (2,952) (136) 136 (2,952) - - shares bought back during the period Losses on (6,163) - - - (6,163) - realisation of investments at fair value Realised 48 - - - 48 - currency gain during the period Movement in (55,985) - - - (55,985) - fair value losses Capitalised (539) - - - (539) - expenses Capital 349 - - - 349 - dividends received VAT 1,033 - - - 1,033 - recoverable on expenses Net revenue 5,511 - - - - 5,511 Dividends (4,220) - - - - (4,220) paid Reallocation of - - - - 1,291 (1,291) shareholders funds As at 31 124,724 6,699 9,318 149,138 (48,146) 7,715 January 2009 Called up share As at 31 As at 31 capital January January 2009 2008 £000 £000 Ordinary shares 5p Authorised £50,000,000 £50,000,000 Ordinary shares in 136,716,072 143,527,886 issue at beginning of the year Ordinary shares (2,725,614) (6,811,814) bought back during the year Ordinary shares in 133,990,458 136,716,072 issue at end of the year The total cost of share buybacks for the year to 31 January 2009 was £2,952,000 (2008: £8,985,000) Called up share Realised Investment Total capital capital holding capital reserve gains/(loss reserve £000 es) £000 £000 At 31 January 2008 (18,410) 30,230 11,820 Losses on (6,163) - (6,163) realisation of investments at fair value Movement in fair - (55,985) (55,985) value losses Realised currency 48 - 48 gain during the year Capitalised expenses (539) - (539) Capital dividends 349 - 349 received VAT recoverable on 1,033 - 1,033 capital expenses Transfer from 1,291 - 1,291 revenue reserve At 31 January 2009 (22,391) (25,755) (48,146) The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts'. 13. 2009 2008 £000 £000 Reconciliatio n of net return before finance costs and taxation to net cash inflow from operating activities Return on (55,610) 14,306 ordinary activities before finance costs and taxation Adjustments for: Losses/(gains 62,148 (187) ) on investments Effect of (48) (96) foreign exchange rates Increase in (1,303) (12) dividends receivable and other debtors (Decrease)/in (2,552) 2,464 crease in other creditors and other accruals Overseas (151) (96) withholding tax suffered Net cash 2,484 16,379 inflow from operating activities 14. As at 31 Cash Flow Exchange As at 31 Jan 2008 £000 Movement Jan 2009 £000 £000 £000 Cash at 26,020 (19,718) 242 6,544 bank and in hand Overdrawn (158) 153 5 - US Dollar Bank Account Bank (9,272) 9,471 (199) - borrowings - falling due within one year Net 16,590 (10,094) 48 6,544 cash/(debt ) As at 31 Cash Flow Exchange As at 31 Jan 2007 £000 Movement Jan 2008 £000 £000 £000 Cash at 2,065 24,025 (70) 26,020 bank and in hand Overdrawn (18) (142) 2 (158) US Dollar Bank Account Bank (9,928) 492 164 (9,272) borrowings - falling due within one year Net (7,881) 24,375 96 16,590 cash/(debt) In the year to 31 January 2008, the trust had a revolving loan facility of up to £30,000,000 with Lloyds TSB Scotland plc. The trust had to ensure that its total assets at all times equaled or exceeded 200% of the borrowing of the borrower and its subsidiaries. The loan facility has since lapsed and the trust has no borrowing as at 31 January 2009. 15. Related party participating interests Participat Principal Description Issued Proportion ing activity of capital of class Interests shares £000 held % held F&C Investment Restricted 671 10.8% Private trust voting (A) equity Ordinary 723 46.4% trust plc (B) as at 31 January 2009 Mr Kinloch Anderson is a director of F&C Private Equity Trust plc. 16. VAT recoverable On 5 November 2007, the European Court of Justice ruled that management fees should be exempt from VAT. HMRC has announced its intention not to appeal against this case to the UK VAT Tribunal and therefore protective claims which have been made in relation to the company will be processed in due course. The manager has submitted a claim to HMRC, which has been agreed in principle, to refund £1,383,000 to the company for VAT charged on investment management fees for the period 1 April 2001 to 30 September 2007 and this has been included in these financial statements. This repayment has been allocated to capital and revenue in line with the accounting policy of the company for the periods in which the VAT was charged. The reclaim for previous periods and the timescale for receipt are at present uncertain and the company has taken no account in these financial statements of any such repayment. 17 Derivatives and other financial instruments The company's financial instruments comprise securities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The company also has the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures and options, for the purpose of managing currency and market risks arising from the company's activities though there has been no exposure to such investments during the year. The main risks the company faces from its financial instruments are (i) market price risk (comprising interest rate risk,currency risk and other price risk), (ii) liquidity risk and (iii) credit risk. The board regularly reviews and agrees policies for managing each of these risks. The manager's policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short- term debtors and creditors, other than for currency disclosures. (i) Market price risk The fair value or future cash flows of a financial instrument held by the company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk and other price risk. Interest rate risk Interest rate movements may affect: - the fair value of the investments in fixed interest rate securities; and - the level of income receivable on cash deposits; The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. The board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise fixed rate, revolving, and uncommitted facilities. The fixed rate US Dollar facilities are used to finance opportunities at low rates and, the revolving and uncommitted facilities to provide flexibility in the short-term. Current guidelines state that the total borrowings will not exceed 20 per cent of the total assets of the company. Interest risk profile The interest rate risk profile of the portfolio of financial assets and liabilities at the balance sheet date was as follows: At 31 Interest Local Foreign Sterling January rate % currency Exchange equivalent 2009 £'000 Rate £'000 £'000 Assets Sterling 1.55 6,544 1.000 6,544 6,544 At 31 January 2008 Assets Sterling 5.55 26,020 1.000 26,020 26,020 Liabilitie s Bank 6.00 314 1.988 158 overdraft - US Dollar Bank loans 5.25 18,433 1.988 9,272 - US Dollar 9,430 Interest rate sensitivity The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the balance sheet date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. If interest rates had been 100 basis points higher or lower and all other variables were held constant, the company's profit for the year ended 31 January 2009 would increase / decrease by £4,000 (2008 : increase / decrease by £5,000). This is mainly attributable to the company's exposure to interest rates on its floating rate cash balances as well as loans. Foreign currency risk A significant proportion of the company's investment portfolio is invested in overseas securities and the Balance Sheet can be significantly affected by movements in foreign exchange rates. It is not the company's policy to hedge this risk on a continuing basis but the company may, from time to time, match specific overseas investment with foreign currency borrowings. The revenue account is subject to currency fluctuation arising on overseas income Foreign currency risk exposure by currency of denomination: 31 January 2009 Overseas Net monetary Total Investments assets currency £'000 £'000 exposure £'000 US Dollar 19,717 24 19,741 Canadian 2,471 1 2,472 Dollar Euro 8,734 27 8,761 Japanese Yen 3,407 - 3,407 Hong Kong 2,869 - 2,869 Dollar Swiss Franc 1,438 - 1,438 Indonesian 1,341 - 1,341 Rupiah Sterling 77,842 6,753 84,695 Total 117,919 6,805 124,724 31 January 2008 Overseas Net monetary Total Investments assets currency £'000 £'000 exposure £'000 US Dollar 24,954 (9,505) 15,449 Canadian 2,307 - 2,307 Dollar Euro 14,436 17 14,453 Japanese Yen 4,928 - 4,928 Hong Kong 3,497 - 3,497 Dollar Swiss Franc 2,405 - 2,405 Indonesian 1,917 - 1,917 Rupiah Sterling 119,189 23,497 142,686 Total 173,633 14,009 187,642 The asset allocation between specific markets can vary from time to time based on the investment manager's opinion of the attractiveness of the individual markets. Foreign currency sensitivity The following table details the Group's sensitivity to a 10% increase and decrease in sterling against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates an increase in profit or loss and equity where sterling strengthens against the relevant currency. 2009 2008 £000 £000 US Dollar - 943 Total - 943 Other price risk Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments. It is the board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. The allocation of assets to international markets and the stock selection process both act to reduce market risk. The manager actively monitors market prices throughout the year and reports to the board, which meets regularly in order to review investment strategy. The investments held by the company are listed on various stock exchanges worldwide. Other price risk sensitivity If market prices at the balance sheet date had been 15% higher or lower while all other variables remained constant, the return attributable to ordinary shareholders for the year ended 31 January 2009 would have increased / decreased by £17,688,000 (2008: increase/decrease of £26,045,000) and net assets would have increased / decreased by the same amount. (ii) Liquidity risk This is the risk that the company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not considered to be significant as the company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. (iii) Credit risk This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the company suffering a loss. The risk is not significant, and is managed as follows: -investment transactions are carried out with a large number of brokers, whose credit rating of which is taken into account so as to minimise the risk to the company of default; -investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the investment manager, and limits are set on the amount that may be due from any one broker; and -cash is held only with reputable banks with high quality external credit enhancements None of the company's financial assets are secured by collateral or other credit enhancements. The maximum credit risk exposure as at 31 January 2009 was £8,248,000 (2008: £26,320,000). This was due to debtors and cash as per notes 9 and 10. Fair values of financial assets and financial liabilities The fair value of borrowings has been calculated at £nil as at 31 January 2009 (2008 - £9,277,000) compared to an accounts value in the financial statements of £nil (2008 - £9,272,000) (note 14). The fair value of each loan is determined by aggregating the expected future cash flows for that loan discounted at a rate comprising the borrower's margin plus LIBOR. All other assets and liabilities of the company are included in the Balance Sheet at fair value. 18 Capital management policies and procedures The company's capital management objectives are: - to ensure that the company will be able to continue as a going concern; - to maximise the return to its equity shareholders through an appropriate balance of equity capital and debt; and - the board normally seek to limit gearing to 20% of total assets. The board monitors and reviews the broad structure of the company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the manager's views on the market and the extent to which revenue in excess of that which is required to be distributed should be retained. The analysis of shareholders' funds is as follows: As at 31 As at 31 January 2009 January 2008 £000 £000 Called up ordinary share 6,699 6,835 capital Capital redemption reserve 9,318 9,182 Special distributable 149,138 152,090 reserve Capital reserve (48,146) 11,820 Revenue reserve 7,715 7,715 Total shareholders' funds 124,724 187,642 19 Post balance sheet event Since the year end a further 515,447 Ordinary shares of 5p each have been bought back for a consideration of £428,000. Website At www.martincurrieportfolio.com we maintain a website specifically for shareholders in the trust and their advisers. It includes price and performance statistics, monthly update, webcasts, online versions of the trust's annual and interim reports and information on how to invest.
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