Date: 26 November 2015
Montanaro European Smaller Companies Trust plc aims to achieve capital growth by investing principally in Continental European quoted smaller companies.
Highlights
· Net asset value ('NAV') per Ordinary Share -0.4%
· Share price +0.4%
· Benchmark index (capital return) -4.7%
· Total assets -0.2% (£106.5 million)
Chairman's Statement
Performance
During the first half of the fiscal year most European economies continued to show some improvement - something we had expected and had thought would be reflected in the performance of smaller companies. However against a backdrop of increasing concern over the expected rise in US interest rates and the slowdown in emerging markets, it was not: the MSCI Europe Small Cap (ex UK) index fell by 4.7% in sterling terms over the period. We believe however that investors in the Company can take heart from two trends within this. The first is that smaller companies have outperformed larger companies in Europe. This doesn't usually happen when sentiment is weak but suggests that investors are interested in the fact that smaller companies have both higher exposure to their home markets and lower exposure to the carnage in the commodity and basic materials sectors than larger companies. The second is that the Company's net asset value (NAV) only fell by 0.4% during the period: it has therefore outperformed the index by 4.3%. At the same time the discount to NAV narrowed slightly over the period, from 10.0% to 9.3%.
The Company's Manager focuses exclusively on looking for and investing in very high quality and growing smaller companies. As our history shows, this is an approach that tends to deliver outperformance over the long term but which is also subject to periods of underperformance. We have just been through one of those periods: after Mario Draghi promised to do "whatever it takes" to save the Euro, high quality companies dramatically underperformed their lower quality counterparts. It is therefore pleasing to see the Company beginning to outperform again. We have gained from currency movements: the strengthening of the Euro over the period added 4.4p to the Company's NAV. In addition, we have continued to see excellent results from the majority of our top holdings.
Since the appointment of Montanaro Asset Management Limited as Manager in September 2006, the NAV per share has risen by 66.3%, compared to the Company's benchmark index which has increased by 49.1%. However, in the five years to 30 September 2015, (which includes the period of underperformance referred to above) the NAV per share increased by 24.9% compared with an increase of 36.0% in the Company's benchmark.
Earnings and Dividends
Revenue earnings per share for the period were 7.6p (2014: 7.5p). The Board has declared an unchanged interim dividend of 1.75p per Ordinary Share, payable on 8 January 2016 to shareholders on the register on 11 December 2015.
Borrowings
At the end of the period, the Company had borrowings (net of cash) of 6.5% of the net asset value compared to 6.8% as at 31 March 2015.
The Company has a €15 million fixed rate secured loan which matures in September 2018. The Board determines borrowing levels following recommendations from the Manager and reviews this formally at each Board meeting.
The Board
As I explained in my Chairman's Statement in the Annual Report we have embarked upon a period of Board refreshment. A recruitment process was undertaken by the Nomination Committee and since the period end, effective 2 November 2015, Richard Curling was appointed to the Board. Richard has over 30 years experience as a Fund Manager and also has considerable experience of investment trusts. Effective 12 November 2015 Richard Martin has retired from the Board. I wish to thank Richard for his outstanding contribution and firm commitment to the Board since his appointment in 2006.
Outlook
It is now clear that economic growth rates in many emerging markets are falling or already negative. The pain being felt in these countries is, in most cases, further exacerbated by the strong US Dollar and weak commodity prices. Europe is not immune to a slowdown in global growth. However, improved credit conditions appear to be helping domestic economies to deliver slow but steady progress. Moreover, it seems likely that the European Central Bank will be overseeing a loose monetary policy environment for the foreseeable future. We believe this presents a favourable backdrop for the market as a whole and for the successful and resilient growth companies in the Company's portfolio. We enter the second part of the fiscal year as confident as ever in the long term future of this Company.
A R IRVINE
Chairman
26 November 2015
Statement of Comprehensive Income
for the six months ended 30 September 2015 (unaudited)
|
|
||
|
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
Capital losses on investments |
|
|
|
Losses on investments held at fair value |
- |
(88) |
(88) |
Exchange losses |
- |
(193) |
(193) |
|
- |
(281) |
(281) |
|
|
|
|
Revenue |
|
|
|
Investment income |
1,973 |
- |
1,973 |
Other operating income |
- |
- |
- |
Total income |
1,973 |
(281) |
1,692 |
|
|
|
|
Expenditure |
|
|
|
Management expenses |
(146) |
(270) |
(416) |
Other expenses |
(248) |
- |
(248) |
Total expenditure |
(394) |
(270) |
(664) |
|
|
|
|
Profit/(loss) before finance costs and taxation |
1,579 |
(551) |
1,028 |
Finance costs |
(60) |
(112) |
(172) |
Profit/(loss) before taxation |
1,519 |
(663) |
856 |
Taxation |
(255) |
- |
(255) |
Total comprehensive income |
1,264 |
(663) |
601 |
|
|
|
|
Return/(loss) per share |
7.6p |
(4.0)p |
3.6p |
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the period.
All of the profit/(loss) and total comprehensive income for the period is attributable to the owners of the Company.
Statement of Comprehensive Income
for the six months ended 30 September 2014 (unaudited)
|
|
||
|
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
Capital losses on investments |
|
|
|
Losses on investments held at fair value |
- |
(11,932) |
(11,932) |
Exchange gains |
- |
231 |
231 |
|
- |
(11,701) |
(11,701) |
|
|
|
|
Revenue |
|
|
|
Investment income |
1,927 |
- |
1,927 |
Other operating income |
1 |
- |
1 |
Total income |
1,928 |
(11,701) |
(9,773) |
|
|
|
|
Expenditure |
|
|
|
Management expenses |
(132) |
(244) |
(376) |
Other expenses |
(273) |
- |
(273) |
Total expenditure |
(405) |
(244) |
(649) |
|
|
|
|
Profit/(loss) before finance costs and taxation |
1,523 |
(11,945) |
(10,422) |
Finance costs |
(65) |
(121) |
(186) |
Profit/(loss) before taxation |
1,458 |
(12,066) |
(10,608) |
Taxation |
(208) |
- |
(208) |
Total comprehensive income |
1,250 |
(12,066) |
(10,816) |
|
|
|
|
Return/(loss) per share |
7.5p |
(72.5)p |
(65.0)p |
|
|
|
|
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the period.
All of the profit/(loss) and total comprehensive income for the period is attributable to the owners of the Company.
Statement of Comprehensive Income
For the Year Ended 31 March 2015 (audited)
|
|
||
|
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
Capital losses on investments |
|
|
|
Losses on investments held at fair value |
- |
(3,511) |
(3,511) |
Exchange gains |
- |
505 |
505 |
|
- |
(3,006) |
(3,006) |
|
|
|
|
Revenue |
|
|
|
Investment income |
2,522 |
- |
2,522 |
Other operating income |
1 |
- |
1 |
Total income |
2,523 |
(3,006) |
(483) |
|
|
|
|
Expenditure |
|
|
|
Management expenses |
(277) |
(514) |
(791) |
Other expenses |
(588) |
- |
(588) |
Total expenditure |
(865) |
(514) |
(1,379) |
|
|
|
|
Profit/(loss) before finance costs and taxation |
1,658 |
(3,520) |
(1,862) |
Finance costs |
(124) |
(230) |
(354) |
Profit/(loss) before taxation |
1,534 |
(3,750) |
(2,216) |
Taxation |
(40) |
- |
(40) |
Total comprehensive income |
1,494 |
(3,750) |
(2,256) |
|
|
|
|
Return/(loss) per share |
9.0p |
(22.5)p |
(13.5)p |
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued in the year.
All of the profit and total comprehensive income for the year is attributable to the owners of the Company.
Balance Sheet
As at 30 September 2015
|
|
As at 30 September 2015 (unaudited) |
As at 30 September 2014 (unaudited) |
As at 31 March 2015 (audited) |
|
|
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
Investments held at fair value through profit and loss |
|
101,552 |
90,810 |
102,239 |
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
|
331 |
248 |
592 |
Cash and cash equivalents |
|
4,657 |
7,716 |
3,876 |
|
|
4,988 |
7,964 |
4,468 |
|
|
|
|
|
Total assets |
|
106,540 |
98,774 |
106,707 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
(161) |
(178) |
(179) |
Non-current liabilities |
|
|
|
|
Interest-bearing bank loan |
|
(10,989) |
(11,602) |
(10,777) |
Total liabilities |
|
(11,150) |
(11,780) |
(10,956) |
|
|
|
|
|
Net assets |
|
95,390 |
86,994 |
95,751 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Called-up share capital |
|
8,724 |
8,724 |
8,724 |
Share premium account |
|
5,283 |
5,178 |
5,283 |
Capital redemption reserve |
|
2,212 |
2,212 |
2,212 |
Capital reserve |
|
75,565 |
67,529 |
76,228 |
Revenue reserve |
|
3,606 |
3,351 |
3,304 |
|
|
|
|
|
Shareholders' funds |
|
95,390 |
86,994 |
95,751 |
|
|
|
|
|
Net asset value per share |
|
570.1p |
523.0p |
572.2p |
Statement of Changes in Equity
For the six months ended 30 September 2015 (unaudited)
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 April 2015 |
8,724 |
5,283 |
2,212 |
76,228 |
3,304 |
95,751 |
Total comprehensive income |
- |
- |
- |
(663) |
1,264 |
601 |
Dividends paid |
- |
- |
- |
- |
(962) |
(962) |
Balance at 30 September 2015 |
8,724 |
5,283 |
2,212 |
75,565 |
3,606 |
95,390 |
|
|
|
|
|
|
|
Statement of Changes in Equity
For the six months ended 30 September 2014 (unaudited)
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Balance at 1 April 2014 |
8,724 |
5,178 |
2,212 |
79,595 |
2,974 |
98,683 |
|
Total comprehensive income |
- |
- |
- |
(12,066) |
1,250 |
(10,816) |
|
Dividends paid |
- |
- |
- |
- |
(873) |
(873) |
|
Balance at 30 September 2014 |
8,724 |
5,178 |
2,212 |
67,529 |
3,351 |
86,994 |
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity
For the year ended 31 March 2015 (audited)
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 April 2014 |
8,724 |
5,178 |
2,212 |
79,595 |
2,974 |
98,683 |
Total comprehensive income |
- |
- |
- |
(3,750) |
1,494 |
(2,256) |
|
|
|
|
|
|
|
Shares issued out of treasury |
- |
105 |
- |
383 |
- |
488 |
Dividends paid |
- |
- |
- |
- |
(1,164) |
(1,164) |
Balance at 31 March 2015 |
8,724 |
5,283 |
2,212 |
76,228 |
3,304 |
95,751 |
|
|
|
|
|
|
|
Condensed Statement of Cash Flows
|
Six months to |
|
Six months to |
|
Year to |
|
30 September |
|
30 September |
|
31 March |
|
2015 |
|
2014 |
|
2015 |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Net cash inflow/(outflow) from operating activities |
1,899 |
|
1,379 |
|
(1,942) |
Cash flows from financing activities |
(1,126) |
|
(1,052) |
|
(1,009) |
|
|
|
|
|
|
|
773 |
|
327 |
|
(2,951) |
Exchange gains/(losses) |
8 |
|
(482) |
|
(1,044) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents |
781 |
|
(155) |
|
(3,995) |
Reconciliation of profit/(loss) before finance costs and tax to net cash inflow/(outflow) from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before finance costs and tax |
1,028 |
|
(10,422) |
|
(1,862) |
Losses on investments held at fair value |
88 |
|
11,932 |
|
3,511 |
Exchange losses/(gains) |
193 |
|
(231) |
|
(505) |
Withholding tax |
(138) |
|
(297) |
|
(328) |
Purchases of investments |
(14,512) |
|
(6,314) |
|
(24,338) |
Sales of investments |
15,111 |
|
6,635 |
|
21,651 |
Changes in working capital and other non cash items |
129 |
|
76 |
|
(71) |
|
|
|
|
|
|
Net cash inflow/(outflow) from operating activities |
1,899 |
|
1,379 |
|
(1,942) |
Statement of Principal Risks and Uncertainties
The principal risk faced by the Company is that it fails to produce the capital appreciation stated as its objective, and its net asset value does not rise over the longer term. The risks which might give rise to this event can be categorised as external, manager, investment and strategy, portfolio liquidity, gearing, regulatory, operational, financial, banking and internal controls. In addition, shareholders face the risks of liquidity of the Company's shares and discount volatility.
These risks, and the way in which they are mitigated, are described in more detail under the heading Principal Risks and Risk Mitigation within the Business Model and Strategy in the Company's Annual Report for the year ended 31 March 2015. The Company's principal risks and uncertainties have not changed materially since the date of that report and are not expected to change materially for the remaining six months of the Company's financial year.
Directors' Responsibility Statement in Respect of the Interim Report
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
· the Chairman's Statement (constituting the Interim Management Report) includes a fair review of the information required by the Disclosure and Transparency Rules ('DTR') 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements;
· the Statement of Principal Risks and Uncertainties shown above is a fair review of the information required by DTR 4.2.7R; and
· the condensed set of financial statements includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Company during the period, and any changes in the related party transactions described in the last Annual Report that could do so.
On behalf of the Board
A R IRVINE
Director
26 November 2015
Notes to the Accounts
1. The condensed unaudited financial statements have been prepared in accordance with International Financial Reporting Standard ('IFRS') IAS 34 'Interim Financial Reporting' and the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2015. The condensed financial statements do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the financial statements of the Company for the year ended 31 March 2015, which were prepared under full IFRS requirements, to the extent that they have been adopted by the European Union.
2. Earnings for the first six months should not be taken as a guide to the results for the full year.
3. Management expenses:
|
Six months to 30 September 2015 |
Six months to 30 September 2014 |
Year ended 31 March 2015 |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Investment management fee |
137 |
254 |
391 |
132 |
244 |
376 |
256 |
475 |
731 |
AIFM fee |
9 |
16 |
25 |
- |
- |
- |
21 |
39 |
60 |
|
146 |
270 |
416 |
132 |
244 |
376 |
277 |
514 |
791 |
The Company's Investment Manager is Montanaro Asset Management Limited ('Montanaro'). Montanaro receives an investment management fee of 0.9% per annum of the Company's market capitalisation (payable monthly in arrears).
With effect from 22 July 2014, Montanaro is also entitled to a fee of £50,000 per annum for acting as the Company's AIFM and during the year ended 31 March 2015 was paid an additional £25,000 in relation to the initial set up costs of this service.
4. Earnings per Ordinary Share is based on a weighted average of 16,733,260 Ordinary Shares in issue during the period (year ended 31 March 2015: 16,646,137 and six months ended 30 September 2014: 16,633,260), excluding those shares bought back and held in treasury.
5. The interim dividend relating to the year ending 31 March 2016 of 1.75p per Ordinary Share will be paid on 8 January 2016 to shareholders on the register on 11 December 2015. In accordance with IFRS, this dividend has not been recognised in these financial statements. The ex-dividend date for this payment is 10 December 2015.
A final dividend relating to the year ended 31 March 2015 of 5.75p per Ordinary Share was paid during the six months to 30 September 2015 and amounted to £962,000.
6. The net asset value per Ordinary Share is based on 16,733,260 Ordinary Shares in issue at the end of the period (31 March 2015: 16,733,260 and 30 September 2014: 16,633,260), excluding those shares bought back and held in treasury. As at 30 September 2015 there were 715,000 Ordinary Shares held in treasury (31 March 2015: 715,000 and 30 September 2014: 815,000).
7. The Board has considered the requirements of IFRS 8 'Operating Segments'. The Board is of the view that the Company is engaged in a single segment of business, being that of investing in European quoted smaller companies, and that therefore the Company has only a single operating segment. The Board of Directors, as a whole, has been identified as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company's performance is the change in the Company's net asset value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.
8. The Company held the following categories of financial instruments at the period end:
|
Level 1 £'000
|
Level 2 £'000
|
Level 3 £'000
|
Total £'000 |
30 September 2015 |
|
|
|
|
Investments |
101,552 |
- |
- |
101,552 |
Loan |
- |
(11,591) |
- |
(11,591) |
|
|
|
|
|
30 September 2014 |
|
|
|
|
Investments |
90,810 |
- |
- |
90,810 |
Loan |
- |
(12,331) |
- |
(12,331) |
|
|
|
|
|
31 March 2015 |
|
|
|
|
Investments |
102,239 |
- |
- |
102,239 |
Loan |
- |
(11,476) |
- |
(11,476) |
The above table provides an analysis of investments based on the fair value hierarchy described below and which reflects the reliability and significance of the information used to measure their fair value. The levels are determined by the lowest (that is the least reliable or least independently observable) level of impact that is significant to the fair value measurement for the individual investment in its entirety as follows:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the same instrument and not based on available observable market data.
There were no transfers of investments between levels during the period ended 30 September 2015 (year ended 31 March 2015 and period ended 30 September 2014: none).
The following table summarises the Company's Level 1 investments that were accounted for at fair value between the beginning and end of the period.
|
30 September 2015 £'000
|
30 September 2014 £'000
|
31 March 2015 £'000
|
Opening book cost |
75,994 |
76,280 |
76,280 |
Holding gains |
26,245 |
27,780 |
27,780 |
Opening fair value |
102,239 |
104,060 |
104,060 |
Purchases at cost |
14,512 |
5,317 |
23,341 |
Sales - proceeds - (losses)/gains on sales |
(15,111) (1,858) |
(6,635) 474 |
(21,651) (1,976) |
Holding gains/(losses) |
1,770 |
(12,406) |
(1,535) |
Closing fair value |
101,552 |
90,810 |
102,239 |
|
|
|
|
Closing book cost |
73,537 |
75,436 |
75,994 |
Holding gains |
28,015 |
15,374 |
26,245 |
Closing valuation |
101,552 |
90,810 |
102,239 |
Listed fixed asset investments are valued at fair value through profit or loss. For listed securities this is either bid price or the last traded price depending on the convention of the exchange on which the investment is listed. The interest-bearing bank loan is recognised in the Balance Sheet in accordance with IFRS. The fair value of the loan is based on indicative break costs compared to its value as stated on the Balance Sheet at amortised cost of £10,989,000 (31 March 2015: £10,777,000 and 30 September 2014: £11,602,000). The fair value of all other financial assets and liabilities is represented by their carrying value in the Balance Sheet.
Other aspects of the Company's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 31 March 2015.
9. Rates of exchange (to sterling):
|
30 September 2015 |
|
31 March 2015 |
Danish Krone |
10.12 |
|
10.33 |
Euro |
1.36 |
|
1.38 |
Norwegian Krone |
12.92 |
|
11.96 |
Swedish Krona |
12.70 |
|
12.80 |
Swiss Franc |
1.48 |
|
1.44 |
10. Going Concern:
In assessing the going concern, the Directors have had regard to the guidance issued by the Financial Reporting Council. They have considered the current cash position of the Company, the availability of the fixed rate loan and compliance with its covenants, the Company's other liabilities and forecast revenues. The Directors have also taken into account the Company's investment policy, which is subject to regular Board monitoring processes and is designed to ensure that the Company is invested mainly in liquid, listed securities. The Company retains title to all assets held by its custodian.
The Directors believe in light of the controls and review processes that are in place and bearing in mind the nature of the Company's business and assets, the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the accounts. Accordingly, the accounts continue to be prepared on the basis that the Company is a going concern.
11. These are not statutory accounts in terms of Section 434 of the Companies Act 2006 and have not been audited or reviewed by the Company's Auditor. The information for the year ended 31 March 2015 has been extracted from the latest published financial statements which received an unqualified audit report and have been filed with the Registrar of Companies. No statutory accounts in respect of any period after 31 March 2015 have been reported on by the Company's Auditor or delivered to the Registrar of Companies. The Half-Yearly Financial Report is available on the Manager's website: www.montanaro.co.uk.
For further information please contact:
Montanaro Asset Management Limited
Tel: 020 7448 8600