Final Results

RNS Number : 4460N
Polar Capital Technology Trust PLC
11 June 2010
 



               This announcement contains regulated information

POLAR CAPITAL TECHNOLOGY TRUST PLC

ANNUAL RESULTS ANNOUNCEMENT FOR THE FINANCIAL YEAR TO 30 APRIL 2010

11 June 2010

 

A copy of the annual report and audited financial statements will be available from the Company's website at www.polarcapitaltechnologytrust.co.uk

 

Key Points

 

·   67.7% increase in share price over the year to 30 April 2010 and a pronounced reduction in the share's discount to Net Asset Value ("NAV");

 

·  NAV per share rose by 45.4%, outperforming the Dow Jones World Technology Index's rise of 39.6% and the FTSE World Index rise of 34.9%;

 

·  Asset growth was driven bysuccessful strategic exposure to a number of the Company's core themes - data centre consolidation, broadband applications and ubiquitous computing;

 

·  Significant strategic M&A activity over the year was a key driver in performance as incumbent companies in the tech sector look to 'invest for growth' ;

 

·  Our appointed Fund Manager won the techMARK 'Technology Fund Manager of the Year' Award for 2009;

 

·  The outlook for the technology sector remains positive.

 

Financial Highlights

Year ended

30 April 2010

Year ended

30 April 2009

Movement %

 

 

 

Net assets per ordinary share

315.13p

216.75p

+ 45.4

 

Price per ordinary share

306.80p

183.00p

+ 67.7

 

Total net assets

£398,627,000

£274,179,000

+ 45.4

 

Shares in issue

126,497,914

126,497,914


 





 

Benchmark Change over the year to 30 April 2010

Dow Jones World Technology (total return in Sterling)


+ 39.6

 





 

EXCHANGE RATES

As at

30 April 2010

As at

30 April 2009


 

US$ to £

1.5307

1.4818


 

Japanese Yen to £

143.9

145.79


 

Euro to £

1.1512

1.1182


 

For further information please contact:


Ben Rogoff

Ed Gascoigne-Pees / Sue I Ong

Polar Capital Technology Trust PLC

Financial Dynamics

Tel: 020 7227 2700

Tel: 020 7269 7132 / 0203 077 0450

 

 

CHAIRMAN'S STATEMENT

Review of the year and performance 

 

After the trials of recent years, it is pleasing to be able to report a satisfactory year for the Company. Not only did stock markets around the world recover strongly from the depths reached in March 2009 but technology shares outperformed in almost all markets. These developments together with a pronounced reduction in our shares' discount to net asset value generated a rise of 67.7% in the share price over the year to 30 April 2010.

 

Accumulating evidence that the massive monetary and fiscal infusions provided by governments around the world were first stabilising and then reinvigorating economic activity led to a sharp rise in stock markets. Scepticism about the recovery's strength and sustainability only gradually dissipated resulting in an uptrend in share prices that was remarkable in its consistency. That uptrend was accompanied by a rapid and marked recovery in corporate profits, the result both of improving demand and the drastic rationalisation that followed the global economy's precipitous fall in the autumn of 2008.

 

The technology sector has a long history as an aggressive cost cutter and it tends to be an early beneficiary of any cyclical upturn in demand. This has certainly been true of this recovery. Moreover, there has been clear evidence that technology products and services are, for the first time since the 1990s, absorbing a growing proportion of corporate and consumer spending. This factor has contributed to the sector's dramatic earnings recovery and has given us increased confidence in the validity of the 'new cycle' thesis.

 

Over the year, the Company's Net Asset Value per share rose by 45.4%, comfortably outperforming the sterling adjusted total returns of the Dow Jones World Technology Index's rise of 39.6% and markedly exceeding the increase in the FTSE  World Index of 34.9%. Currency movements modestly impacted returns with US Dollar weakness providing a sharp contrast to the previous year. Relative performance in all of our major markets was encouraging and the optimistic but prescient outlook presented by your managers in our 2009 annual report ensured that the portfolio was kept fully invested throughout the period.

 

With the discount much reduced, we have not made any share buy backs in the financial year but remain in close contact with the market through our Manager and corporate brokers.

 

Credit markets have continued to be difficult for all borrowers but I am pleased to report that we have successfully renewed our borrowing facilities with ING Bank.  Further details are given in the Report of the Directors.

 

 Outlook

 

 Although the economic and corporate recovery underway has been far more pronounced than most forecasters would have predicted a year ago, there remain immense challenges ahead. Politicians in many are just beginning to admit to their electorates the sheer scale of the cutbacks that will be necessary if national finances are to be balanced over the decade ahead.

 

Consumers seem more than willing to remain in denial about the implications of these cuts for their living standards. Indeed, it is only the corporate sector that has shown a determination to confront reality by aggressively reducing costs in late 2008 and early 2009. The result is that demand may be artificially and unsustainably inflated and corporate profit margins are at almost inconceivably high levels with earnings in 2011 forecast to regain or even exceed the peak levels of 2007. It seems likely that something will eventually have to give.

 

The uncertainties are greatest at the macro level. Structural problems abound in the global economy and the Greek debt crisis shows that fiscal restraint cannot be postponed for ever. The year ahead will doubtless show which of the more indebted countries are the most adept at walking along the tightropes they have created for themselves.

 

While the macro picture remains unclear, there is much about which to be enthused in the technology sector. We are confident that a new cycle is well underway, one which will see a raft of new technologies gaining increasing adoption amongst both consumers and corporations. Over the next five years, we believe that the earnings growth of technology companies will outpace that of the broad market eventually leading to an upward rerating of a sector that is currently valued at only a very modest premium to the market. The history of the sector suggests that such up-cycles can last for as much as a decade and, although never smooth, can deliver substantial outperformance. We expect the current cycle to be no different.

 

Board

 

During the year, Trust Associates, consultants specialising in the Investment Trust industry, were engaged to review the Board's effectiveness and its remuneration. As a result of this review, the Board has made one change to its corporate governance arrangements with Michael Moule taking over from me as Chairman of the Audit Committee. The Board has also decided to set in process a programme designed gradually to replace the longest serving Directors. Details of the remuneration proposals are given in the Remuneration report.  

 

AGM and continuation vote

 

This year's annual general meeting will be held at 12.30pm on 28 July at The Royal Automobile Club at 89 Pall Mall, London SW1Y 5HS. Shareholders are encouraged to come and hear the investment manager, meet the Board and vote on the resolutions put to the meeting.  A full explanation of all the resolutions is set out in my letter which forms part of the separate notice of meeting

 

In keeping with the Company's Articles of Association, this year's AGM will include an ordinary resolution to continue your Company's life for a further five years.   In our 2005 Annual Report, ahead of our last continuation vote, our Manager wrote extensively about the new technology cycle that they expected to get underway by the end of the third quarter of 2006. Their prediction turned out to be valid and, since that quarter, technology shares have materially outperformed the broad market. Our Manager believes that, based on historical precedent, this cycle should extend well beyond the 2010 continuation vote and also for the foreseeable future, barring a global 'double-dip' recession.  The Directors intend to vote their shareholdings in favour of the resolution to continue your Company and unanimously recommend other shareholders do the same.

 

Finally I would like to congratulate the manager on winning the Techmark 2009 award as technology fund manager of the year.

 

 

 

 

 

Richard Wakeling

10 June 2010

 

 

INVESTMENT MANAGER'S REPORT

 

The past year was a good one for equity investors. Sharply improved investor sentiment led to a revaluation of risk assets that together with a remarkable earnings recovery resulted in global equities moving sharply higher during the fiscal year, the FTSE World index rising 34.9% in Sterling terms. Whilst the year began with a torrent of bad news, credit markets were already beginning to normalise and by the summer much of the developed world was coming out of recession. The recovery process was greatly aided by the decision made by China to boost domestic consumption and investment in order to fill the vacuum left by waning export demand. Whilst the world economy declined by 0.6% in 2009 the overall contraction was ameliorated by emerging market growth led by China and India whose economies grew by 8.7% and 6.1% respectively. Not only did this bifurcation in economic fortunes ensure that this was a downturn where the US consumer did not lead the way out, but Asian surpluses financed the transfer of private debt to the public sector in the West that largely eliminated the risk of deflation.

 

In addition to the mollifying impact of emerging market growth, massive corporate cost cutting offset inherent operational leverage. Faced with the prospect of systemic failure, management teams responded by slashing costs well beyond historic norms. Whilst this had a severe impact on unemployment, the cost cutting was so substantial that the ratio of costs and capital expenditure to revenues in a number of sectors remained unchanged (and in some instances fell) despite sharply lower revenue. This resulted in US corporate net margins bottoming at 6% nearly two hundred basis points above that achieved on average during previous recessions. As revenue began to recover, the magnitude of cost-cutting resulted in a remarkable bottom line recovery, US corporate earnings growing about twenty times as fast as the US economy during the past few quarters, as compared to a 4-5x ratio normally experienced early in a recovery.

 

The strongest regional returns (taking into account the impact of foreign exchange movements) were generated in the US and Asia where stocks benefited from the combination of a re-rating and strong upward revisions to corporate earnings. In contrast, returns in Europe and Japan trailed, reflecting unexceptional earnings recoveries and structural overhangs magnified by the impact of currency appreciation. Likewise, large-cap companies trailed as improved risk appetite, earnings recovery, M&A activity and a stronger US Dollar all favoured smaller-cap alternatives.

 

Technology review

 

The technology sector delivered another year of positive relative returns, the Dow Jones World Technology Index rising 39.6% in Sterling terms over the year. Whilst the sector's outstanding relative returns in the previous fiscal year were driven largely by a re-rating, this year's outperformance was entirely based on superior earnings growth. The technology sector appears to have benefited disproportionately, reflecting a muted prior capital spending cycle and renewed corporate focus on productivity.

 

A very respectable revenue recovery translated into much more significant earnings growth due to cost-cutting. In addition to the cyclical recovery, a number of our favoured themes came through the downturn relatively unscathed, lending credence to the view that a new technology cycle had commenced. As a result generalist investors continued to adopt the sector as their preferred way to gain exposure to post-recession recovery, with downside support afforded to the sector by modest relative valuations and its strong aggregate balance sheet.

 

Despite generalist investor support and a superior earnings trajectory the forward relative Price Earnings ratio (P/E) ended the year where it started, a modest 10% premium to the broader market. This lack of re-rating was also seemingly at odds with a significant acceleration in M&A activity that took place during the year, characterised by incumbents buying assets that are becoming strategic at large premia such as Cisco's acquisition of Starent Networks and EMC's purchase of Data Domain, Hewlett Packard's purchase of 3Com and Oracle's acquisition  of Sun Microsystems. Whilst earnings superiority and M&A activity may not have lifted overall sector valuations, they certainly contributed to the significant outperformance of cyclical and smaller-cap companies, particularly those considered synonymous with the new cycle. Small-cap outperformance was also aided by the poor performance of Nokia which may have reminded investors that new cycles are rarely good for incumbents. Regional performances (including the impact of exchange rates) were remarkably uniform with the exception of Europe which trailed. At the sector level, returns largely reflected the degree of cyclical exposure, semiconductors being amongst the strongest performers during the year whilst healthcare, alternative energy and IT services were amongst the poorest.

 

Our performance

 

The Company's net asset value rose 45.4% compared to the 39.6% rise recorded by the Dow Jones World Technology index in Sterling terms. A key driver of this outperformance was our constructive view that the recession - whilst clearly atypical - was unlikely to prove to be as deleterious as either the Great Depression or the Japanese deflationary experience. As a result of this 'top-down' stance we were able to increase our exposure during the lows, briefly deploying net gearing as stocks bottomed. Our sanguine view also helped ensure that the portfolio had disproportionate exposure to subsectors that usually perform well post recessionary troughs - small caps, semiconductors and telecom equipment stocks. We also benefitted from a number of our holdings being acquired, several for large premia such as Data Domain and Starent Networks. Furthermore a number of our core themes - data centre consolidation, broadband applications and ubiquitous computing - continued to deliver growth through the downturn, leading to some stunning individual stock performance including F5 Networks (+143%), Apple (+101%) and Salesforce.com (+93%). The Company also benefited from its exposure to the LED market which showed exponential growth as it began to penetrate the backlighting market for LCD televisions, and strong performances from a number of our Chinese stocks reflected a resurgent domestic economy.

 

On the negative side, relative performance was impacted by our retention of a modest amount of liquidity for much of the year and exposure to areas at the periphery of the portfolio such as medical technology and alternative energy that failed to fully participate in the rally. In the case of healthcare, President Obama's pursuit of legislative reform held back the sector whilst poor individual stock performances compounded the degree of underperformance. Whilst one might have expected alternative energy stocks to perform better given their full participation during the downturn, the sector continued to founder as the industry struggled with oversupply conditions, lower subsidies, and unfavourable financing conditions. Fortunately we significantly pared our solar weighting during the first half of the fiscal year which spared us from the worst of the sub-sector's underperformance. As long-term believers in solar, we will continue to monitor the progress of the sector from the sidelines until investment conditions improve.

 

Economic outlook

 

Having already staged a solid recovery during the last twelve months, the global economy is expected to grow by a further 4.2% in 2010 although advanced economies are expected to fare more poorly (+2.3%) reflecting the challenges represented by high unemployment, fiscal tightening and ongoing deleveraging. However, even in the developed world there is likely to be a two-track recovery with the Eurozone expected to grow real GDP just 1% in 2010 and Japan expected to grow nominal GDP by just 0.5% this year. In contrast, the US economy is projected to grow by c. 3% in 2010 as unemployment begins to recede, and lending conditions improve. These positives should help offset lower growth contributions from inventory restocking and the reduction of policy stimulus.

 

The key assumption for an upbeat prognosis on US growth rests heavily on the assumption that today's exceptionally accommodative monetary conditions persist for 'an extended period of time'. We are hopeful that the Federal Reserve will refrain from raising rates this year (even as they withdraw liquidity via other means) given the risks associated with a so-called 'double-dip', and the absence of inflationary pressure. Whilst inflation remains a non-issue in the developed world, the same cannot be said of the advancing economies where strong growth is beginning to have an inflationary impact, resulting in recent interest rate hikes in India and Brazil. Even as rising inflation increases the risk of policy error, the tightening thus far looks prudent and consistent with policy 'normalisation'. As a result we expect emerging economies will continue to drive overall global growth. Whilst we are mindful that current tightening action in China may negatively impact risk appetite, we remain sanguine that strong growth can be maintained, not least because inflation remains benign.

 

Although we remain relatively constructive on global growth in 2010, we acknowledge that fiscal tightening will certainly take some wind out of the recovery's sails this year and that - if mishandled - the risk to our thesis is significant. This time last year, reference to fiscal tightening was largely cursory given the nascence of the recovery. A year on - amid chaos in Greece as the country comes to grips with what post-bailout austerity means - fiscal tightening represents the most significant risk to global growth as indebted governments / nations juggle the need to support growth today whilst retaining the backing of the financial markets. Whilst the public reaction in Greece reflects an extreme case of national indebtedness there can be no certainty that fiscal tightening can be delivered in an orderly manner.

 

Even assuming that fiscal tightening is delivered as intended, we cannot escape the fact that - once we have enjoyed the best of the current recovery - we will be faced with what is often described as the 'new normal' - balance sheet repair in the developed world resulting in multi-year sub-trend growth. 

 

Whilst we acknowledge that the trade-off between risk and reward is (almost by definition) less compelling a year into a recovery, we remain broadly constructive about the prospects for the global economy over the coming twelve months. This may seem somewhat at odds with recent headlines and market action but we are inclined to believe that policymakers will muddle through, able to avoid the most egregious policy errors due to the absence of inflation in the developed world. Likewise strong growth in advancing economies should continue to ensure that the underwhelming recoveries in Europe and Japan do not drag the global economy back into the morass.

 

Market outlook

 

Near-term volatility may remain above the average but we are hopeful that the market can make further gains over the coming fiscal year. On the positive side we continue to expect the key determinants of valuations - interest rates, inflation and earnings revisions - to remain supportive over the next twelve months. With headline price-earnings ratios de-rating modestly, equity valuations continue to look undemanding especially on earnings based metrics US equities trading on a forward P/E of 13X as the end of May. On a relative basis, equities look more attractive than many other  asset classes. Against the backdrop of depressed short-end rates investors may continue to seek riskier assets in order to generate real returns. Strong corporate free cash flow should help sustain a recent acceleration in M&A activity that could act to underpin current valuations.

 

Technology outlook

 

Whilst stock prices have risen substantially during the past twelve months, our core thesis remains essentially unchanged as we continue to believe that the technology sector's non participation during the previous bull market, the unfolding of a new cycle and attractive current valuations should continue to drive medium-term outperformance. With a new cycle beginning to gather pace, made pertinent by substantially obsolescent capital stock and companies once again focused on delivering productivity we are confident that this is the beginning, rather than the end of a sector renaissance following years of purgatory. 

 

In April 2010 the technology sector accounted for a record 18.2% of the S&P 500 forward earnings, surpassing the previous high of 17.6% achieved almost ten years ago. At that time the sector traded at almost 3x the market multiple whereas today the sector continues to trade at just 1.0x the market's forward P/E. Not only is this still significantly below the ten year ex-bubble average of 1.3x but once excess cash is considered the sector may even trade at a discount to the general market, hardly suggestive of a story that has fully played out.

 

One reason why valuations may not have expanded whilst earnings have been accelerating is that inventory replenishment has played a significant part in the recovery to date. Amid evidence of restocking and lengthening lead times, had this been an 'ordinary' cycle it would be difficult not to conclude that the best of the cyclical uplift had already occurred. However, there appears little that is normal about this cycle. There has also only been a very limited supply response to the destocking which preceded the recovery and we are relatively sanguine about the inventory rebuild as, at least in part, it reflects a recovery in end-demand, and the freeing up of IT budgets as record corporate profits begin to flow into improved capital spending. With much of the technology capital stock operating beyond its 'useful life' it is little wonder that a new cycle has commenced.

 

Even in areas such as PCs - that look challenged as computing becomes more heterogeneous - there is real potential for an upgrade cycle due to the old age of the installed hardware base and the release of a new operating system from Microsoft ('Windows 7'). In addition to this hardware refresh cycle in the developed world, the technology sector is also beginning to benefit meaningfully from emerging market growth with China already being the largest driver of incremental growth for handsets, PCs and LCD televisions this year.

 

There is also strong evidence to suggest that a new technology cycle has commenced as the recovery has begun to benefit companies unevenly. This should not come as a surprise since new cycles often commence post recessions as IT buyers, facing budget pressure, are forced to consider less well proven but cheaper, disruptive technologies. Having espoused a view about a new cycle based on recentralised computing since late 2006, we are pleased to see that the market finally appears to be concurring, the recession probably acting as the long overdue catalyst. Further evidence is seen from a CIO survey Gartner carried out in January 2010 which revealed that a very significant shift in IT priorities was underway, 'virtualisation', 'cloud computing' and 'mobile computing' occupying three of the top four IT priorities.

Until recently the impact of the new cycle has been obfuscated by the cyclical recovery and aggressive cost cutting by some of the slower growth incumbents. For much of last year investors apparently had remarkably little interest in distinguishing between the sources of earnings growth and (by extension) their durability. With cost-cutting largely complete (evidenced by sector operating margins at or near all time highs) it has become difficult for even the best managed legacy companies to financially engineer earnings growth well in excess of organic revenue growth. With the recovery gaining strength, growth companies are able to increase operational expenditure behind revenue growth and still deliver margin expansion, whilst the slower growth incumbents cannot. Recent US Dollar strength will do little to alleviate this growing gulf.

 

Faced with structural challenges posed by a disruptive new cycle, incumbent companies are likely to embark on an M&A spree as they 'invest for growth' which we believe is better understood as needing to replace business lost forever to new technologies and/or new entrants. Large companies are awash with cash - Google, Apple, Microsoft, Qualcomm and Cisco have more than US$130bn of net cash on their collective balance sheet - whilst some, including SAP and Adobe have begun to issue debt for the first time. As a result, strategic M&A should substantially underpin next-generation valuations. We expect to lose a lot more companies to foundering incumbents over the coming years.

 

Key risks

 

We would be remiss if we did not mention some of the headwinds that we may encounter over the coming year.  The macro risks associated with fiscal tightening, earlier than anticipated interest rate hikes and the potential for a 'double dip' could weigh negatively on sentiment and risk asset valuations. We also acknowledge the risks represented by inflationary pressures in developing economies. Political risk remains a key consideration with possible sovereign debt default and heightened tensions in Korea and  Iran. Increased scrutiny of the financial services sector and changes to regulation, particularly relating to financials are an additional concern. Risks specific to the technology sector include foreign exchange headwinds from a strengthening Dollar, excess inventories and value destruction to the incumbents associated with strategic M&A.  

 

Conclusions

 

We remain relatively optimistic on the prospects for further gains over the upcoming year although we acknowledge that risk and reward are more balanced than at this point twelve months ago. Technology stocks are well positioned to benefit from the sector's ability to deliver productivity in a sub-trend growth world. Whilst economic recovery and cost-cutting have helped obscure the new cycle that is unfolding, we think that the bifurcation today between 'new' and 'old' is likely to persist as focus returns to organic growth. The new cycle will see myriad new technologies enabling the recentralisation of computing along the lines of how utilities are delivered today. Whilst this should lower the cost of computing and expand the overall market, the transition to a new form of computing will prove extremely disruptive to legacy vendors.

 

Our conviction in a new cycle is matched only by the force of the cyclical rebound which explains our exposure to legacy areas such as PCs, servers, semiconductors that should disproportionately benefit from the current uplift. However, once the best of the cyclical recovery is behind us we intend to move more fully to a next-generation portfolio. The timing of this decision depends on market conditions and how long a number of incumbents can avoid impairment.

 

We are convinced that market-cap weighted indices will prove a disappointing proxy for the new cycle. As such we expect to run permanently higher exposures in small and mid-caps which today account for just over one third of assets but could account for up to half of the portfolio going forward. Such a move will likely increase the levels of monthly NAV and share price volatility that investors may have become accustomed to during the past few years, but we strongly believe that the new cycle dictates a flatter, less index-sensitive approach.

 

Ben Rogoff

10 June 2010

 

 

 

THE NEW CYCLE GATHERS PACE

 

The new cycle that we see unfolding is likely to have a substantial and lasting impact on the way that IT is provisioned going forwards. Since the days of the mainframe, computing has become increasingly decentralised as it has become cheaper and more standardised. Data growth and increased complexity post the commercialisation of the Internet is beginning to strain existing architectures. There is now an alternative, popularly described as 'cloud computing'.  This is a term that does remarkably little to convey the almost industrial transformation that is underway. The highly distributed form of computing that exists today is almost certainly going to give way to a centralised alternative enabled by the Internet but made pertinent by the diseconomies of scale being felt today by traditional IT architectures. The recentralisation of computing is already making it easier to deliver software as a service; the datacentres of tomorrow will likely resemble the power stations of today, making it possible to deliver IT in a utility form, priced per unit of computing power.  Disruption is inevitable as the IT industry adjusts to delivering computing in a continuous rather than discrete form, and at sharply lower prices. However, the addressable market should increase substantially as 'utility computing' removes many of the barriers to adoption that have precluded many companies and individuals from fully embracing technology to date.

 

If this roadmap sounds vaguely familiar it is because it was already played out at the end of the 19th century with the dawning of the age of electricity. Like computing today, early commercial electricity was distributed as direct current (DC) systems which were unable to change voltage levels so generators needed to be located close to their loads in order to limit transmission losses. In 1882 when Thomas Edison's Pearl Street generating station in lower Manhattan became the first US commercial power plant, there was little to suggest that the days of DC systems were already numbered. Fourteen years later once George Westinghouse had used alternating current (AC) to harness the power of the Niagara Falls, Edison's technology was essentially obsolete. The issue that DC faced then is strikingly similar to that faced by the distributed form of computing that exists today, namely that its inherent weaknesses were manageable in small-scale deployments but were all too apparent in larger configurations. These weaknesses were considerable as DC lines operated at different voltages to match different loads which made the interconnection of the distributed networks a practical impossibility. Whilst good enough to compete with (incumbent) gas lighting, DC based electricity was never going to be able to drive the widespread electrification of America.

 

Edison's inferior technology had the upper hand over AC for almost a decade until Nikola Tesla introduced the transformer in 1891 which made it possible to produce high voltage alternating current (AC) electricity. This meant that electrical generation (read: computing) no longer needed to take place near to where it was needed as the transmission losses  could be reduced to a minimum by 'stepping up'  the voltage for long distance transmission (read: Internet delivery mechanism). Now it was possible to exploit cheap sources of power such as hydroelectric, whilst the ability to adjust the voltage meant that all customers could be served with the same electricity. Once the voltages had become standardised, AC networks could be interconnected resulting in the distribution grids of today, allowing loads to be balanced which in turn allowed the cost of redundant capacity   to be shared across the entire network.

 

Just as many legacy technology companies have spent the last few years trying to disparage cloud computing, so Edison tried his hardest to scare people away from AC even inventing the first electric chair to demonstrate its danger. The problem for Edison was that the transformer had enabled an architectural shift that led to dramatically cheaper electricity. Whereas Edison's Pearl Street generating station had produced electricity at 24 cents per kilowatt/hour in 1882, by 1897 the average cost of a kilowatt hour had fallen to 10 cents and just 2.5 cents by 1909 - price points sufficiently low to drive widespread adoption.

 

Whilst it was its ability to deliver electricity at significantly lower prices that presaged a shift towards the newer AC architecture, it is the spiralling cost of power that has prompted a rethink of today's IT architecture.  This has been made possible by the development of packet switched networks and the advent of Internet Protocol (IP) that dramatically reduced the cost of bandwidth. With the average server only operating at 5-15% of its total capacity, 'IT sprawl' is an accurate description of the state of computing today. Processing that can be done remotely and then 'accessed' via the Internet has led to large enterprises beginning to consolidate disparate IT assets into larger datacentres, eliminating unnecessary overhead and duplication. This trend towards datacentre consolidation has been enabled by the ability to partition physical servers into multiple isolated virtual environments ('virtualisation') resulting in dramatically higher (c. 80%) server utilisation rates. This has prompted the likes of Hewlett Packard to reduce the number of its datacentres from 85 to 6 (purportedly saving the company US$1bn pa), whilst Intel expects to save US$1.8bn by consolidating its datacentres. These consolidations essentially replicate the architectures already being deployed by companies such as Google, Amazon and Salesforce.com. Unencumbered by the need to support legacy systems these standard bearers are making plain the superiority of this new approach, just as Westinghouse did at Niagara Falls.

 

As computing continues to recentralise, the provisioning of IT is likely to shift towards a service provider model. After the construction company Bechtel made the decision to replace their traditional IT structure in favour of a 'private cloud' it discovered that its IT department had begun to 'operate as a service provider to a set of internal customers'. This is a giant step towards delivering a standardised IT capability over the Internet in a pay-per-use manner. The next stage is likely to be characterised by the use of external 'clouds' (datacentres) for variable compute capacity which add flexibility by shifting expense from 'capital'  to 'operating', eliminating the need for capacity planning. As IT buyers get more comfortable with the new architecture it is likely that it will begin to replace, rather than augment the existing ones. Just as AC and DC systems co-existed for some time, so we expect a hybrid IT approach to persist until the cost curves of the different architectures diverge more substantially. However the transition will likely prove very disruptive as computing becomes delivered in a cheaper, continuous form even as it significantly expands the overall market. Our preferred way of gaining exposure to 'this theme' is via companies with 'best of breed' products that will gain a disproportionate share of spending on new datacentres, such as F5 Networks, Riverbed Technology and VMware. We also favour companies that help carry the increased IP traffic that occurs as a result of recentralisation including Cisco, Juniper and Netlogic.

 

Just as broadband ubiquity will make it possible to supply computing in a utility form, so it is already being used to deliver applications today that are expanding the reach of the technology sector. Today the most obvious of the Internet-enabled 'broadband applications' is retail e-commerce which in the US is  a US$135bn market that has continued to take share from traditional retailing since inception, and yet still only accounts for 3.7% of total retail sales. Likewise, online advertising is another application made possible by the Internet which continues to garner share from traditional sources such as newspaper and TV. Whilst Google has already built itself a formidable business, online advertising accounts for just 9% of total US advertising today, suggesting there is plenty of scope for further growth.

 

The most exciting application made possible by the Internet is the delivery of software as a service (SAAS) which we consider a forerunner to full-blown utility computing. The ability to 'rent' rather than 'buy' software addresses the main weakness in the perpetual software model - the upfront licence fee - which often precludes smaller companies from embracing technology. As such we expect the existing 'on-premise' model to give way to the 'on-demand' alternative where standardised software resides on a third-party datacentre, delivered via the Internet.  Accounting for just 6% of the software market today, the medium term outlook for SAAS is thus extremely positive, and as such we hold a number of on-demand software vendors in the portfolio including Salesforce.com (sales force automation), Concur Technology (expense reports) and RightNow (contact centre). Whilst SAAS is augmenting the overall software market today, it is inevitable that it will begin to impair incumbents at some point as SAAS vendors increasingly target large enterprises. The other risk that incumbents face is to their ongoing maintenance and support businesses (a US$20bn per annum business at 80% gross margins) which is threatened by a proliferation of vendors, disruptive new models (such as 'open source') and the ongoing transition away from distributed architectures. Anecdotally many of the SAAS companies claim that their new products are cheaper to 'rent' than the old ones are to maintain which does not bode well for the incumbents.

 

The more widespread electrification of the home in the early 20th century made possible the introduction of new applications (such as incandescent lighting, electric doorbells and domestic appliances) whilst in 1896 the first mass produced dry cell battery set the stage for portable electrical devices such as the flashlight. Today, the widespread deployment of 3G and WiFi networks is making computing more ubiquitous.  The desire for mobility and Internet access driving the proliferation of new devices such as smartphones, e-readers and tablets. The recentralisation of computing has also significantly supported this trend as the transition of applications into the 'cloud' has made possible cheaper and lighter devices that have served to undermine the former computing monopoly enjoyed by the PC.

Whilst devices such as Amazon's Kindle and the Apple iPad have garnered a lot of recent attention, the most spectacular success to date has been achieved by smartphones which should account for 21% of the handset market this year (from just 13% in 2008). This is benefitting the industry as smartphones contain significantly more semiconductor content than a traditional phone, whilst the average smartphone user generates ten times as much traffic as the average non-smartphone user. As a result of ongoing smartphone penetration mobile data growth is set to double every year through 2014 driven by video which is expected to account for 66% of the world's data traffic by 2014. Aided by the deployment of 4G/LTE from 2011 the growth in mobile data traffic should spur an infrastructure upgrade cycle, especially of backhaul equipment and the optical core.

 

Although these new devices are complementary to the PC today, they are likely to become substitutes over time. According to research from Gartner, the smartphone may overtake the PC as the most common web access device worldwide by 2013, a realisation that may have prompted the recent acquisition of Palm by Hewlett Packard. Unfortunately this may accelerate the downtrend in the 'clearing price' of computing as there is less technology content in a smartphone than a mainstream PC. Certainly the smartphone has proved nothing like the panacea that incumbent vendors anticipated as it led to contraction in the traditional handset market. Having redefined the category with its iPhone , Apple has established a very considerable first-mover advantage due to its eco-system which has thus far served more than 10bn songs and in excess of 3bn applications. As a result of higher average selling prices and the value captured by their eco-systems / share of data revenues, Apple and Research in Motion (manufacturer of the Blackberry) are said to capture c. 47% of handset profits with just c. 5%  unit share.

 

The contrasting fortunes of Apple and Nokia provide a textbook example of uneven value creation and new cycle impairment.  Today the traditional spheres of influence enjoyed by large incumbents are being blurred by the shift towards the datacentre, Cisco entering the server space and HP challenging Cisco's hegemony in networking.  With large vendors increasingly doing battle, margins may be at risk with the transition towards a utility model providing additional downward pressure. In hardware, risk associated with desktop virtualisation, tiered storage and thin provisioning will be ameliorated for now by new datacentre builds and the prospect of a PC upgrade cycle. Services companies may also benefit initially as companies like IBM design new architectures and help manage hybrid networks. However they will face some significant medium-term headwinds as complexity declines and less on-premise software results in less implementation work. Whilst infrastructure software should see limited impact from the new cycle, application vendors will face new entrants, a disruptive and lower margin delivery mechanism and risk to their maintenance revenues.  Networking companies are likely to fare best as recentralised and ubiquitous computing results in significant traffic growth and the need to ensure a LAN-like user experience whilst computing on the WAN.

 

There was a lot of M&A activity during the early years of the electric power industry as companies such as GE were formed via mergers with arc lighting vendors such as Brush Electric and Thomson-Houston, the AC-based rival to Edison General Electric. The acceleration in strategic M&A today reflects incumbent vendors attempting to reposition their portfolios for the new cycle. As a result a considerable amount of deal activity relates to companies with datacentre exposure, such as EMCs purchase of Data Domain, HP's acquisition of 3Com and Oracle's buy of Sun Microsystems. Whilst IBM and Microsoft have yet to make a major acquisition, the CEO of IBM recently stated that he expected to spend US$20bn on M&A over the next five years. Other transactions that make less strategic sense such as Dell's purchase of Perot reflect how growth challenged the acquirers are. Given our view that strategic acquisitions rarely work, ongoing M&A is likely to destroy value whilst making plain the bifurcating fortunes of legacy companies with much to lose from a new cycle and next-generation companies with little to defend and much to gain.

 

Ben Rogoff

10  June 2010

 

 

 

 

Key Data  as at 30 April 2010

Financial  highlights

As at 30 April 2010

As at 30 April 2009

Movement %

Net Assets per ordinary share

315.13p

216.75p

+45.4

Price per ordinary share

306.80p

183.00p

+67.7

Total net assets

£398,627,000

£274,179,000

+45.4

Shares in issue

126,497,914

126,497,914



Exchange rates

As at 30 April 2010

As at 30 April 2009


US$ to £

1.5307

1.4818


Japanese yen to £

143.90

145.79


Euro to £

1.1512

1.1182


 

 

 

 

 

Local Currency %

 

Sterling Adjusted  %

Benchmark Change over the year to 30 April 2010

+44.2

+39.6

Dow Jones World Technology Index ( Total return)



Other Indices over the year to 30 April 2010



FTSE World

-

+34.9

FTSE All-share

-

+36.6

S&P 500 Composite

+38.8

+34.1

 

Historical performance for the years ended 30 April


2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Total Assets less  current liabilities (£m)

668.7

401.3

287.2

221.0

306.6

236.4

358,.2

335.5

300.4

274.2

398,624

NAV per share (pence) 

undiluted

452.8

270.2

192.8

148.3

208.1

205.0

n/a

n/a

n/a

n/a

n/a

diluted

395.8

243.7

178.5

141.3

193.7

189.8

255.9

239.7

226.7

216.8

315.1

Share price (pence)

436.0

281.5

165.0

120.5

164.8

165.5

245.0

228.0

190.8

183.0

306.8













Indices of Growth (1)












Share price

100.0

64.6

37.8

27.6

37.8

38

56.2

52.3

43.8

42

70.4

Net asset value per share (2)

100.0

59.7

42.6

32.8

46.0

45.3

56.5

52.9

50.1

47.9

69.6

Dow Jones World Technology Index (Sterling)

100.0

56.0

37.7

27.1

32.5

29.4

38.9

38.1

38.7

36.6

51.1

 

The Company commenced trading on 16 December 1996 and the share price on the first day was 96.0p per share and the

NAV per share was 97.5p.

Notes:

1. Rebased to 100 at 30 April 2000.

2. The net asset value per share growth is based on undiluted NAV per share from 1999 to 2005 and, following the exercise of warrants on 30

September 2005, on diluted NAV per share for 2006 onwards. From 2005 onwards the total net assets figures have been calculated in accordance

with IFRS, with investments valued at bid price. Prior to 2005 investments were valued at mid price.

Sources: HSBC Securities Services and Polar Capital LLP.

 

 

PORTFOLIO ANALYSIS

Fund Distribution by Market Capitalisation at 30 April 2010

30 April 2010

30 April 2009

Less than US$ 2bn

19.6%

21.0%

US$ 2bn - US$10bn

16.9%

16.5%

Over US$10bn

63.5%

62.5%

 

Classification of group investment at 30 April 2010


North America

Europe

Asia

Total

30 April 2010

Total

30 April 2009

 


%

%

%

%

%

Computing

18.3

-

1.9

20.2

15.7

Components

-

-

-

-

0.2

Software

16.7

1.9

-

18.6

17.7

Semiconductors

12.6

3.0

9.3

24.9

21.5

Healthcare

-

0.3

-

0.3

2.9

Telecoms / media

-

0.8

-

0.8

0.7

Services

1.5

0.1

2.8

4.4

2.5

Communications equipment

11.2

0.9

4.3

16.4

21.8

 Internet / consumer

7.2

-

2.5

9.7

9.5

Electronic components

-

-

-

-

0.4

Clean energy

-

0.1

-

0.1

3.2

Defence / Security

-

0.1

-

0.1

-

Other sectors

-

-

1.2

1.2

1.3

Unquoted Investments

-

0.2

-

0.2

0.3

Total investments

67.5

7.4

22.0

96.9

97.7

Other net assets (excluding loans)

2.7

1.4

6.0

10.1

12.3

Loans

-

-

(7.0)

(7.0)

(10.0)

Grand total (net assets of £398,627,000)

70.2

8.8

21.0

100.0

-

At 30 April 2009 (net assets of £274,179,000)

74.0

11.5

14.5

-

100.0

 

 

 

 Portfolio Review - Equity Investments over 0.75% of net assets at 30 April 2010



* these investments represented less than 5% of the portfolio at the date of investment

 North America





 Value of holding



% of net assets

 30 April

 30 April



 30 April

 30 April

2010

2009



2010

2009

 £'000

 £'000



%

%

30,113

14,397

Apple


7.6*

5.2





20,901

11,113

Microsoft


5.2*

4.0





14,762

12,356

Google


3.7

4.5





14,059

11,713

Cisco


3.5

4.3





13,470

6,096

IBM


3.4

2.2





12,223

8,821

Intel


3.1

3.2





10,846

8,169

Oracle


2.7

3.0





9,396

8,108

Hewlett Packard


2.4

3.0





6,535

10,378

Qualcomm


1.6

3.8





6,117

5,918

Texas Instruments


1.5

2.2





5,707

2,960

EMC


1.4

1.1





4,920

3,414

F5 Networks


1.2

1.2





4,176

2,681

Juniper Networks


1.0

1.0





4,045

1,604

Riverbed Technology


1.0

0.6



Riverbed is a leading provider of WAN optimisation appliances that are used to optimise network application traffic. Its products allow enterprises to recentralise their computing assets whilst continuing to deliver LAN-like performance to users in remote offices. As such the company should continue to benefit from the transition towards more centralised IT architectures.



3,913

3,456

Salesforce.com


1.0

1.3





3,814

4,700

Research In Motion


1.0

1.7





3,807

2,202

Cognizant


1.0

0.8



Whilst headquartered in New Jersey, Cognizant's business primarily takes place in India where it is one of the largest and fastest growing IT service companies. Cognizant has been a multi-year beneficiary of the growth in the Indian outsourcing market and remains well positioned to benefit from the current rebound in IT spending and the persistence of an attractive labour arbitrage.



3,371

3,392

Xilinx

Semiconductors

0.8

1.2

3,286

2,349

Concur Technologies

Enterprise software

0.8

0.9

3,174

1,220

Lam Research

Semiconductor capital equipment

0.8

0.4

3,122

                        -

Red Hat

Enterprise software

0.8

                    -

3,083

2,314

Network Appliance

Storage hardware

0.8

0.8

        184,840


Total investments over 0.75%


46.4


         84,097


Other investments


21.1


        268,937


Total North American investments


67.5








 Europe






 Value of holding



% of net assets

 30 April

 30 April



 30 April

 30 April

2010

2009



2010

2009

 £'000s

 £'000s



%

%

3,668

2,142

ASML Holdings

Semiconductor capital equipment

0.9

0.8

3,343

2,831

Ericsson

Telecom equipment

0.8

1.0

           7,011


Total investments over 0.75%


1.7


         22,692


Other investments


5.7


         29,703


Total European investments


7.4














 Asia






 Value of holding



% of net assets

 30 April

 30 April



 30 April

 30 April

2010

2009



2010

2009

 £'000s

 £'000s



%

%

10,497

7,834

 Samsung Electronics


2.6

2.8





7,415

3,238

 Canon


1.9

1.2





5,671

                        -

 Infosys Technologies


1.4

                    -





4,945

1,037

 Fujitsu


1.2

0.4





4,933

                1,802

 Mediatek


1.2

                0.7





4,217

4,302

 Taiwan Semiconductor 


1.1

1.6





3,996

                        -

 Tencent Holdings


1.0

                    -





3,804

                        -

 Baidu


1.0

                    -





3,786

                        -

 AsiaInfo

 Software

0.9

                    -

3,425

                1,170

 Hon Hai Precision Industries

 Computing

0.9

                0.4

3,076

                1,442

 ASM Pacific Technology

 Components

0.8

                0.5

         55,765


Total investments over 0.75%


14.0


         31,626


Other investments


8.0


         87,391


Total Asian investments


22.0


 

 

DIRECTORS

CHAIRMAN

R K A Wakeling MA+ * ^(Cantab), Barrister, FCT (aged 63)

Appointed to the Board as Chairman in 1996. Formerly chief executive of Johnson Matthey plc 1991-1994 and a non-executive director of Logica plc from 1995-2002. Mr Wakeling retired as a non-executive director of The Brunner Investment Trust plc in 2010.

 

Mr Wakeling has served on the Board for over 9 years and stands for annual re-election.

 

DIRECTORS

B J D Ashford-RussellBA (Oxon) (aged 51)

Appointed to the Board in 1996. Mr Ashford-Russell is a director and founder of Polar Capital Partners. He was previously head of the technology team at Henderson Global Investors. He managed the Company from launch until 30 April 2006.

 

Mr Ashford-Russell has served on the Board for over 9 years and is connected to the investment manager.  He stands for annual re-election.

 

P F Dicks+ * ^ # (aged 67)

Appointed to the Board in 1996 and elected Senior Independent Director in 2004. Mr Dicks is Chairman of the Remuneration Committee. He is the Chairman of Private Equity Investor plc and Sportingbet plc as well as a director of several other companies including Standard Microsystems Corporation and Graphite Enterprise Trust plc.

 

Mr Dicks has served on the Board for over 9 years and stands for annual re-election.

 

D J Gamble+ * ^ (aged 66)

Appointed to the Board in 2002. He is Chairman of Hermes Property Unit Trust and Montanaro UK Smaller Companies Investment Trust plc.  Mr Gamble is a director of IBM Pension Trustees Ltd., Barrie & Hibbert plc, Vencap International plc and Dunedin Enterprise Investment Trust plc. Mr Gamble was Chief Executive of British Airways Pension Investment Management Ltd. until his retirement in 2004.

 

R A S Montagu+ * ^ # (aged 44)

Appointed to the Board in 2007. Mr Montagu co-founded Montagu Newhall Associates in 2000, a specialist investor in technology and healthcare venture capital industries where he was a partner until 2010.

 

M B Moule + * ^ # (aged 64)

Appointed to the Board in 2007 and elected Chairman of the Audit Committee in 2010. Mr Moule was a director of investment trusts at Henderson Global Investors, where he had been the investment manager for The Bankers Investment Trust plc and Law Debenture Corporation plc until his retirement in 2003. He is a director of The European Investment Trust plc and Montanaro UK Smaller Companies Investment Trust plc.

 

The Board considers that the majority of the Directors including Mr Wakeling and Mr Dicks, who have both served more than nine years and stand for annual reappointment, are independent in character and there were no relationships or circumstances which were likely to affect or could appear to affect their judgement. 

 

In the case of Mr Ashford-Russell the Board has concluded that he should not be considered as independent due to his relationship with the investment manager.

 

+

Member of Audit Committee

*

Member of Management Engagement  Committee

^

Member of Nomination Committee

#

Member of Remuneration Committee

 

Directors' Report including the Business Review and the Report on Corporate Governance

DIRECTORS' REPORT INCLUDING THE BUSINESS REVIEW AND THE REPORT ON CORPORATE GOVERNANCE

 

The Directors present their Directors' Report including the Business Review and the report on Corporate Governance together with the Audited Financial statements for the Company and Group prepared under IFRS for the year ended 30 April 2010.

 

PRINCIPAL ACTIVITIES AND STATUS

 

The Company is incorporated in England and Wales as a public limited company and domiciled in the United Kingdom.   It is an investment company as defined in Section 833 of the Companies Act 2006 and its shares are listed and traded on the London Stock Exchange.

 

The business of the Company is to provide shareholders with access to a discretionary managed portfolio of technology stocks and shares selected on a worldwide basis. The Company's investment portfolio is a 'long--only' fund which means that it buys and holds shares to seek appreciation in their value and consequently in the Net Asset Value of the company.

 

The Company seeks to manage its portfolio in such a way as to meet the tests set down in Section 1158 of the Corporation Taxes Act 2010 (previously Section 842 of the Income and Corporation Taxes Act 1988) and thus retrospectively qualify on an annual basis as an investment trust. This qualification permits the accumulation of capital within the portfolio without any liability to UK Capital Gains Tax. HM Revenue & Customs approval of the Company's status as an investment trust has been received in respect of the year ended 30 April 2009 subject to matters that may arise from any subsequent enquiry into the Company's tax return.

 

The Directors are of the opinion that the Company has and will continue to conduct its affairs so as to enable the Directors each year to seek approval as an investment trust.

 

The Company has no employees or premises and the Board is comprised of non--executive Directors. The day to day operations and functions of the Company have been delegated to third parties. The Company has one subsidiary, PCT Finance Limited a wholly owned dealing company whose results are consolidated with those of the Company.

 

The Company's shares are eligible for inclusion within the stocks and shares component of an ISA.

 

LIFE OF THE COMPANY

 

The Articles of Association of the Company provide that at the Annual General Meeting of the Company to be held in 2010, and at every fifth Annual General Meeting thereafter, a vote on whether the Company should continue will be proposed as an ordinary resolution. A vote will be proposed at the AGM to be held on 28 July 2010 and details are contained in the separate notice of meeting.

 

BUSINESS REVIEW

 

The Company is required by the Companies Act 2006 to set out a business review for shareholders to provide a fair review of the business of the Group during the financial year to 30 April 2010, the position of the Group at the end of the year and a description of the principal risks and uncertainties. 

 

Full details of the Investment Manager's activities and its views are given in the Investment Manager's Report. The Board considers that the Chairman's Statement and the Investment Manager's Report when read in conjunction with the information provided in the Directors' Report fulfils the requirements of the business review and gives a comprehensive analysis of the development and performance of the business of the Group and the position of the Group at the end of the financial year.

 

FUTURE DEVELOPMENTS

 

The Board remains positive on the longer-term outlook for technology and the Company will continue to pursue its investment objective in accordance with the stated investment policy and strategy. The outlook for the future performance is dependent to a significant degree on the world's financial markets and their reactions to economic events and other geo--political forces. The Chairman's Statement and the Investment Manager's Report comment on the outlook.

 

INVESTMENT OBJECTIVE, POLICY AND STRATEGY

 

Objective and policy

The Company's investment objective has since formation been, and will continue to be, to maximise long-term capital growth  through investing in a diversified portfolio of technology companies around the world.

 

Technology may be defined as the application of scientific knowledge for practical purposes and technology companies are defined accordingly. While this offers a very broad and dynamic investing universe and covers many different companies, the portfolio will be focused on technology companies which use technology or which develop and supply technological solutions as a core part of their business models. This includes areas as diverse as information, media, communications, environmental, healthcare and renewable energy, as well as the more obvious applications such as computing and associated industries.

 

Rationale

The Directors believe that the rationale for this objective continues to be valid. Over the last two decades the technology industry has been one of the most vibrant, dynamic and rapidly growing segments of the global economy. Technology companies offer the potential for substantially faster earnings growth than the broad market, reflecting the long--term secular uptrend in technology spending.

 

Strategy

The Company invests its technology assets in a portfolio comprised primarily of international quoted equities which is diversified across both regions and sectors within the overall investment objective to manage investment risk.

 

Investment approach

Equities are selected on the basis of their potential for shareholder returns, not on the basis of technology for its own sake. Rigorous fundamental analysis is applied with a focus on:

·      management quality;

·      the identification of new growth markets;

·      the globalisation of major technology trends; and

·      exploiting international valuation anomalies and sector volatility.

 

Asset allocation

The portfolio is constructed without specific reference to any individual market, index or benchmark and the Board regularly discusses asset allocation. The maximum exposure to any one market may be 100% but the Board has agreed a set of parameters which are based upon current market conditions and provides a range which guides the Investment Manager depending on market conditions and future expectations. The Board believes this provides the necessary flexibility for the Investment Manager to pursue the investment objective, given the dynamic and rapid changes in the field of technology, while maintaining a spread of investments.

 

As well as the market parameters shown below, the Board also monitors the portfolio's exposure to different sub-sectors within technology and the spread of investments across different market capitalisations. Cyclical changes in markets and new technologies will bring certain sub-sectors or companies of a particular size or market capitalisation into or out of favour.

 

However, the Board expects the Investment Manager to consider the composition of the benchmark and use this to measure performance and analyse under and out performance.

 

Market parameters

Not withstanding the ability to invest up to 100% of the portfolio in any one market, with current and foreseeable investment conditions the portfolio will be invested in accordance with the objective across worldwide markets within the following geographical and market parameters:

·      North America                      up to 85% of the portfolio;

·      Europe                                   up to 40% of the portfolio;

·      Japan and Asia                    up to 55% of the portfolio;

·      Rest of the world up to 10% of the portfolio.

 

The Board has set an aggregate limit of 25% of the portfolio that may be exposed to emerging markets (as defined by the MSCI Emerging Markets Index) with specific upper limits for certain countries.

 

Largest investment

The largest single investment that may be held in the portfolio is limited to 5% of the portfolio at the time of acquisition, except for US and UK government bonds, which might be used as part of the cash management process.

 

Unquoted investments

Investment in unquoted companies may be made from time to time where there has been prior Board approval. These investments in aggregate will not exceed 10% of the portfolio, in each case measured at the time of investment.

 

Derivatives

The Investment Manager may also use from time to time derivative instruments as approved by the Board such as financial futures, options,  contracts for difference and currency hedges.

 

Cash and borrowings

From time to time the Company may hold cash or near cash equivalents if the Investment Manager feels that these will at a particular time or over a period enhance the performance of the portfolio. The management of cash is through the purchase of appropriate government bonds, money market funds or bank deposits depending on the Investment Manager's view of the investment opportunities.

 

The Company may also borrow money to invest in the portfolio over both the long and short term. Any commitment to borrow funds is agreed by the Board. Borrowings may be in currencies which best match the currency in which the investments are denominated. The constitution of the Company permits borrowings of up to 100% of net assets but the limits agreed by the Board set a range of up to 20% at the time of drawing the relevant borrowings.

 

PERFORMANCE

At the year end the portfolio comprised of 113 investments with the single largest investment being Apple representing 3.2% by book cost or 7.6% when investment value is used. The portfolio analysis provides details on the distribution of investments by market capitalisation, the different sectors in the different principal geographies and all the investments which individually represented more than 0.75% of net assets.

 

A review and commentary on the investment activities this year and the Investment Manager's comments and the outlook for technology shares are given in the Chairman's Statement and the Investment Manager's Report.

 

Movement in Net Asset Value (total return) per share

Over the year to 30 April 2010 the Net Asset value per share rose by 45.4% compared to the rise in the Benchmark, the Dow Jones World Technology Index (total return, Sterling adjusted) of 39.6%.




p per share

NAV per share at 30 April 2009



216.75


%

%


Benchmark performance


39.6


Portfolio performance vs Benchmark


5.8


from asset allocation

0.3 



from stock selection

 7.4



due to cash

 -4.1



due to gearing

3.4



due to share buy backs

- 



due to management fees and finance costs

-1.2 



Performance of NAV


45.4


NAV per share at 30 April 2010



315.13

 

GEARING

The Company has banking facilities with ING Bank for Japanese Yen borrowings of ¥4.01bn (£28.0m) at the year end. Following the year end the Company agreed with ING Bank that this facility, which had originally fallen due for repayment in June 2010, be extended until 2 August 2010 and that a new 12 month term loan for up to £30m split between Yen and US Dollar be drawn down on 2 August 2010 to repay the existing borrowing and provide gearing.   The Company has entered into a forward commitment with ING for the new facility.

 

KEY PERFORMANCE OBJECTIVES

The Board appraises the performance of the Company and the Investment Manager as the key supplier of services to the Company against key performance indicators ('KPIs'). The objectives comprise both specific financial and shareholder related measures.

·         The provision of investment return to shareholders as measured by long--term NAV growth, and relative performance against the benchmark and technology indices.

§ The Company's NAV has over the last year outperformed the Dow Jones World Technology Index for the reasons explained in the Chairman's Report and the Investment Manager's Report.

 

·         Monitoring and reacting to issues created by the discount or premium of the share price to the NAV per share with the aim of reduced discount volatility for shareholders.

§ The discount of the share price to the NAV per share over the year has ranged from a maximum of 19% to a minimum of 3%.  The Company has not bought back any shares in the year to 30 April 2010.

 

·         To qualify and meet the requirements for Section 1158 of the Corporation Taxes Act 2010 (formerly Section 842 of the Income and Corporation Taxes Act 1988)

§ This has been achieved in each year since launch.

 

ASSETS

At 30 April 2010 the total net assets of the Group amounted to £398,624,000 compared with £274,179,000 at 30 April 2009. The net asset value per share rose by 45.4% from 216.75p to 315.13 p.

 

REVENUE AND DIVIDENDS

The gross revenue return for the year was £2,704,000 (2009: £3,720,000) and the net revenue loss after taxation amounted to £1,953,000 (2009: Profit £566,000). The total return for the year amounted to a profit after tax of £124,440,000 (2009: loss £17,285,000).

 

The Directors do not recommend the payment of a dividend.

 

BENCHMARK

The Company has a benchmark of the Dow Jones World Technology Index (total return, Sterling adjusted) against which NAV performance is measured for the purpose of assessing performance fees.

 

As at 30 April 2010 the Dow Jones World Technology Index was calculated as a market capitalisation based index of 487 technology companies worldwide. 71% of the index weighting is in North America, 8% in Europe and 21% in Asia/Pacific. By market capitalisation 75% is represented by large companies, 22% by mid-caps and 3% by smaller companies.

 

Although the Company has a benchmark, this is neither a target nor an ideal investment strategy. The purpose of the benchmark is to set a reasonable return for shareholders above which the Investment Manager is entitled to a share of the extra performance it has delivered.

 

The Company was established with a performance fee benchmark of the FTSE World Index (capital return). This was changed in May 2000 to a composite benchmark and the components of the benchmark were kept under review by the Board. The Board decided that with effect from 1 May 2006 the benchmark should change to the Dow Jones World Technology Index (total return, Sterling adjusted). This single index as a benchmark should provide shareholders with a more readily available and understandable measure and is also in keeping with those used by the Company's peer group.

 

BUSINESS RISKS

In delivering long--term returns to shareholders the identification and monitoring of risk is crucial. In addition to the detailed internal controls set out in the corporate governance report the Board seeks to identify, assess and monitor risks to the business.

 

These relate primarily to economic uncertainties and its particular sphere of activity of investing in worldwide stock markets.

·   The appropriateness of the investment mandate and strategy is considered as this may lead to a depressed share price as investors seek alternative investments or low risk strategies.

·   As the Company's assets comprise mainly of listed equities the principal risks to the performance of the business are market related.

·   While the portfolio is diversified across a number of stock markets worldwide, the investment mandate is focused on technology and thus the portfolio will be more sensitive to investor sentiment and the commercial acceptance of technological developments than a general investment portfolio.

·   Technology stocks also have greater relative price volatility and are subject to the risks of developing technologies, competitive pressures and other factors including the acceptance of new technologies and rapid obsolescence.

·   Many companies in the technology sector are smaller companies and are therefore subject to the risks attendant on investing in smaller capitalisation businesses.

·   There is significant exposure to the economic cycles of Europe, Asia and the US as these are the major investment markets for technology stocks

·   A small element of the investment portfolio is invested into unlisted securities. These investments are made where they offer specialist management or investment opportunities which would otherwise not be available. At the year--end this amounted to less than 0.3% of NAV.

·   The Board has regard to the degree of risk which the Investment Manager incurs in order to generate the investment returns and the effect of gearing on the portfolio by borrowed funds which can magnify the portfolio returns per share positively or negatively.

 

There is a second group of business risks in the form of financial, legal, accounting and regulatory requirements.  The financial risks which  arise from the investment activities expose the Company to risks such as market price, credit, liquidity, foreign currency and interest rates. The legal and accounting risks include qualification on an annual basis as an investment trust, compliance with the FSA's Listing Rules and Transparency and Disclosure Rules, the provisions of the Companies Act requirements and other legislation affecting UK companies and compliance with accounting standards.

 

The policies for managing the risks posed by exposure to market prices, interest rates, foreign currency exchange rates and liquidity are set out in note 29 to the accounts. The other business risks are managed through regular reporting to the Board on the diversification of the portfolio, market and sector views, analytical performance data and attribution presented by the Investment Manager. The Board also receives financial information on the Company and discusses the share register and share price performance at each meeting. The Board in consultation with the Investment Manager considers all these reports and reviews the strategy. Any investment in unquoted companies or funds is approved by the Directors before the investment is made.

 

Information and guidance on the second group of risks is managed by the use of professional advisers, the taking of advice when necessary and reports submitted to the Board.

 

MANAGEMENT COMPANY AND MANAGEMENT OF THE PORTFOLIO

As the Company is an investment vehicle for shareholders the Directors have sought to ensure that the business of the Company is managed by a leading specialist investment management team and that the investment strategy remains attractive to shareholders.

 

The Directors believe that a strong working relationship with the investment management team will achieve the optimum return for shareholders and to this end value the inclusion on the Board of Mr Ashford--Russell.

 

Investment team

The Investment Manager is Polar Capital Limited Liability Partnership, which is regulated by the Financial Services Authority ('Polar Capital').

 

Under the terms of the investment management agreement Polar Capital provides investment management, accounting, company secretarial and administrative services. It has also procured the provision of a share savings plan and ISA accounts for the Company's shares from BNP Paribas Fund Services UK Ltd.

 

Polar Capital provides a team of technology specialists led by Ben Rogoff, who is supported by Craig Mercer and Nick Evans. Each member focuses on specific areas and the team is supported by a research analyst. Ben has overall responsibility for the portfolio and looks after the US market.   Polar Capital also has other specialist and geographically focused investment teams which contribute to ideas generation.

 

Termination arrangements

The investment management agreement may be terminated by either party by giving 12 months' notice, but under certain circumstances the Company may be required to pay up to one year's management charges if immediate notice is given and compensation will be on a sliding scale if less than 12 months' notice is given.

 

Continued appointment

The Board through the Management Engagement Committee has reviewed the performance of the Investment Manager in managing the portfolio over the longer--term. The review also considered the quality of the other services provided by the Investment Manager.

 

The Board on the recommendation of the Management Engagement Committee has concluded that on the basis of longer-term performance it is in the best interests of shareholders as a whole that the appointment of Polar Capital LLP as Investment Manager is continued on the existing terms.

 

Fee arrangements

Management fee

·      1% based on net asset value plus borrowings, on a per share basis, payable quarterly in arrears. Any investments in funds managed by Polar Capital are wholly excluded from the base management fee calculation.

 

Performance fee

·      Performance periods will coincide with the Company's accounting periods.

·      Annual performance fee equal to 15% of the amount by which the increase in the adjusted Net Asset Value per share exceeds the total return on the Dow Jones World Technology Index (total return, Sterling adjusted) multiplied by the time weighted average of the number of shares in issue during that period, subject to a high water mark.

·      The Net Asset Value per share ('Adjusted NAV per share') is adjusted for the purposes of the performance fee calculation by adding back any accruals for unpaid performance fees, any dividends paid or payable by reference to the performance period and the removal of any benefit of share buy backs.

·      High water mark - the performance fee will only be payable if, and to the extent that, the Adjusted NAV per share exceeds the highest of:

o  the NAV per share on the last day of the previous performance period;

o  the Adjusted NAV per share on the last day of a performance period in respect of which a performance fee was last paid; and

o  255.88 pence per share, this being the Adjusted NAV per share as at 30 April 2006 when the current performance fee arrangements became effective.

·      Any performance fee accrual will be calculated monthly and included in the month end net asset value calculated in accordance with the AIC guidelines.

·      The performance fee which can be paid by the Company in any one performance period is capped at 2% of net assets.

·      In the event of a termination of the investment management agreement, the date the agreement is terminated will be deemed to be the end of the relevant performance period and any performance fee payable shall be calculated as at that date.

 

Management fees of £3,302,000 have been paid for the year to 30 April 2010 (2009: £2,904,000). No performance fee was earned or paid in the year (2009: £Nil).

 

CAPITAL STRUCTURE

The Company's share capital is divided into ordinary shares of 25p each and at the year- end there were 126,497,914 shares in issue (2009: 126,497,914). Voting rights are exercised on a show of hands at a meeting, or on a poll, where each share has one vote.

 

Details for the lodging of proxy votes are given when a notice of meeting is given. There are no restrictions on the transferability of the shares and the Company is not aware of any arrangements which may result in such agreements.

 

The Board was granted by shareholders at the AGM in 2009 the power to allot up to a nominal value £1,581,223 of equity securities and to issue those shares for cash without offering those shares to shareholders in accordance with their statutory pre--emption rights. New shares will not be allotted and issued at below the net asset value. These powers will last until the AGM in 2010. These powers have not been used and renewal of the authorities will be sought at the AGM in 2010.

 

The Board was also granted shareholder authority at the AGM in 2009 to make market purchases of up to 18,962,037 shares of the Company for cancellation in accordance with the terms and conditions set out in the shareholder resolution.  During the financial year to 30 April 2010 no shares were purchased and the Directors have the power to purchase up to 18,962,037 shares under the 2009 authority which will last until the AGM on 28 July 2010.

 

Major interests in shares

As at 10 June 2010 notices for the purposes of part 5 of the FSA's Disclosure and Transparency Rules had been received of the following major interests in the voting rights of the Company.


Number of ordinary shares

Percentage of voting rights

Rensburg Sheppards Investment Management

7,870,575              

                6.22%                 (indirect)

Lazard Asset  Management  LLC

6,337,822

                5.01%                 (indirect)

Rathbone Brothers plc

6,324,232

                5.00%                 (indirect)

Legal & General Group plc

5,035,261

                3.98%                 (direct)

 

The above percentages are calculated by applying the shareholdings as notified to the issued ordinary share capital at 10 June 2010 of 126,497,914 shares.

 

Directors' share interests

The interests of Directors in the shares of the Company at 30 April 2010 and 30 April 2009 are as follows:


Ordinary Shares

Beneficial:

30 April 2010

30 April 2009

R Wakeling

18,000

18,000

B Ashford-Russell

250,000

250,000

P Dicks

30,000

30,000

D Gamble

5,902

5,902

M Moule

7,000

7,000

R Montagu

8,500

8,500

Non -beneficial:



P Dicks

1,057

1,057

R Montagu

1,075

-

There have been no changes in these interests between the end of the financial year and 10 June 2010.

 

 

THE PAYMENT OF CREDITORS

 

It has been and will remain the Company's policy for the forthcoming financial year to obtain the best terms for all business and therefore there is no single policy as to the terms used. The Company and its subsidiary's policy is to settle all investment transactions in accordance with the terms and conditions of the relevant market in which it operates.  In general the Company agrees with its other suppliers the terms on which business will take place and it is the Company's policy to abide by such terms. There were no trade creditors at 30 April 2010.

 

SERVICE PROVIDERS

 

Apart from the arrangements with Polar Capital LLP to provide investment, company secretarial and administrative services including accounting, portfolio valuation and trade settlement, the Company also contracts directly with JP Morgan Chase NA which acts as global custodian for all the Company's investments. The Company also retains the services of Cenkos Securities plc as corporate broker, Equiniti Limited as the registrars and PricewaterhouseCoopers LLP as tax advisors and independent auditors. HSBC Securities Services (UK) Limited has been retained by the Investment Manager to provide the accounting, valuation and trade settlement services and BNP Paribas Fund Services Limited is retained by the Investment Manager, on behalf of the Company and at the Company's expense, to provide a share savings arrangement and an ISA. Huguenot Services Limited provide web design and hosting services.

 

AUDITORS

 

PricewaterhouseCoopers LLP have expressed their willingness to continue in office as the Company's Statutory Auditors. A resolution to re--appoint PricewaterhouseCoopers LLP as Auditors to the Company will be proposed at the forthcoming AGM.

 

The fees paid to the Auditors in respect of the audit of the annual accounts amounted to £27,000 (2009: £28,000). The Company has also used PricewaterhouseCoopers LLP to give advice on VAT recoverability, Section 1158, and other taxation issues. These other taxation services are provided by the Newcastle office while the audit work is carried out by the Edinburgh and London offices.

 

The fees paid for the taxation advice services amounted to £55,000 (2009: £25,000). The Directors do not consider the provision of this non--audit work to the Company affects the independence of the Auditors.

 

ANNUAL GENERAL MEETING

 

The Annual General Meeting will be held on 28 July 2010 at 12.30pm at The Royal Automobile Club, 89 Pall Mall London SW1Y 5HS.  Shareholders are encouraged to attend the AGM as it provides an opportunity for them to hear a presentation from the Investment Manager and meet the Directors.

 

The separate Notice of Meeting contains resolutions to receive the accounts, approve the Directors' remuneration report, re--appoint retiring Directors, re--appoint the auditors and empower the Directors to set their fees. As in previous years the Directors are also seeking powers to allot shares for cash and to buy back shares for cancellation. For the AGM in 2010 there are two additional items of business being proposed, one is an ordinary for the continued life of the Company and the other is as a special resolution  to adopt new Articles of Association.  The full text of the resolutions and an explanation of each is contained in the separate Notice of Meeting.

 

REPORT ON CORPORATE GOVERNANCE

 

The Directors are accountable to shareholders for the governance of the Company's affairs.  The UK Listing Rules require all listed companies to disclose how they have applied the principles and complied with the provisions of the 2008 Combined Code as published by the Financial Reporting Council ('Combined Code').  As an investment company most of the day to day responsibilities are delegated to outside parties as the Company has no employees and all the directors are non-executive. Many of the provisions of the Combined Code are not directly applicable to the Company and the Board has determined that reporting against the AIC Code of Corporate Governance ('AIC Code'), which incorporates the Combined Code, provides the most appropriate information to shareholders.

 

The Financial Reporting Council confirmed in 2009 that by following the AIC Code and the Corporate Governance Guide for Investment Companies produced by the AIC,  boards  of investment companies should fully meet their obligations in relation to the Combined Code and the UK Listing Rules.

 

Copies of these codes can be obtained from the relevant organisations.   The Company's policies on corporate governance can be found on its website.

 

The corporate governance report describes how the principles of the Combined Code and the Code of Corporate Governance issued by the AIC have been applied.

 

Background and development

 

The Board has considered the principles and recommendations of the AIC Code of Corporate Governance by reference to the AIC Corporate Governance Guide for Investment Companies ('AIC Guide'). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.

 

Application of the AIC code's principles

 

The Board attaches great importance to the matters contained in the AIC Code and observed the relevant requirements throughout the year under review. The Board believes that the Company's current practices are consistent in all material respects with the principles of the AIC Code and where non compliance occurs, an explanation has been provided. The Board will continue to observe the principles and recommendations set out in the AIC Code in future.

 

It should be noted that, as an investment trust where the Directors are non--executive, most of the Company's day to day duties are delegated to third parties. The Company has agreed policies and operating procedures with the suppliers of these services.

 

Directors and Board; independence and composition

 

The Board is responsible to shareholders for the overall management of the Company's affairs and currently consists of six non--executive Directors - five of whom are considered independent. All the Directors held office throughout the year.

 

Each Director has different qualities and areas of expertise on which they may lead where issues arise. The Directors' biographies, demonstrate the breadth of investment, commercial and professional experience relevant to their positions as Directors of the Company.

               

The Board is conscious of the need to maintain continuity and believes that retaining Directors with sufficient experience of the Company, industry and the markets is of great benefit to shareholders. The Board also recognises the value of progressive refreshing of and succession planning for company boards. Accordingly the appointment of each Director retiring at the forthcoming AGM has been reviewed by the Nomination Committee prior to submission for re--appointment.

 

The Board's policy on tenure for Directors states that, in line with the Combined Code, any Director who has served for over nine years should stand for annual re-appointment.   The Board is of the opinion that long service does not necessarily compromise the independence or contribution of Directors of investment trusts where continuity and experience can significantly benefit a board.

 

Re-appointment of Directors at the AGM

Five Directors stand for re-appointment at the AGM in 2010 and the Nomination Committee of the Board has considered each Director.

 

Under the provisions of the Articles of Association Mr Moule and Mr Montagu stand for re-appointment as this will be the third AGM since they were last re-appointed.  Both Mr Moule and Mr Montagu were appointed to the Board in 2007.

 

Mr Wakeling and Mr Dicks stand for annual re-appointment in line with the corporate governance policy as each has served more than nine years. They were both appointed to the Board in 1996.

 

Mr Brian Ashford-Russell, who has also been on the Board for more than nine years, stands for annual re-appointment as required by the Listing Rules due to his association with the Investment Manager.  Mr Ashford-Russell has been a Director since 1996. 

 

The Nomination Committee, as part of the Director and Board performance evaluation, has carefully reviewed and rigorously assessed the contribution of each Director standing for re-appointment and their independence. They determined that each Director continued to offer relevant experience, effectively contributed to the operation of the Board and had demonstrated independent views on a range of subjects. 

 

All the Directors, with the exception of Mr Ashford--Russell, were considered independent of the Investment Manager and had no relationship or conflicts which were likely to affect their judgment.

 

The Board, on the recommendations of the Nomination Committee, supports each of the Directors standing for re--appointment and considers that the overall composition of the Board is adequate for the effective governance of the Company. Further, the Board considers itself independent as five of its Directors are independent of the Investment Manager, despite two of those Directors having served for more than nine years.

 

Directors' interests

Mr Ashford--Russell is a partner of Polar Capital LLP and a shareholder in Polar Capital Holdings plc, the ultimate holding company of Polar Capital LLP and as such he has an interest in the investment management contract.  He is therefore not considered to be an independent Director.  However, the Board values the fact that Mr Ashford--Russell, although no longer actively involved in the day to day management of the portfolio, serves as a Director of the Company and gives the Directors and shareholders the benefit of his experience and knowledge.

 

The Chairman of the Company is a non--executive Director and has no conflicting relationships.

 

Mr Gamble and Mr Moule have a common directorship at another investment trust but this is not considered to affect their ability to act independently.

 

No Director, except Mr Brian Ashford--Russell, has any links with the Investment Manager, Polar Capital LLP.  There were no other contracts during or at the end of the year in which a Director of the Company is or was materially interested and which is or was significant in relation to the Company's business.

 

Conflicts of interests

The Companies Act 2006 ('the Act') imposes a duty on directors to avoid a situation in which they have or could have a conflict of interest or possible conflict with the interests of the Company, the Company introduced additional procedures to handle such situations.  Under the Act public companies may authorise conflicts or potential conflicts if the Articles of Association contain provisions to this effect.  The Articles of Association give the Directors the authority to deal with conflicts of interest.

 

The Board has always had in place policies to govern situations where a potential conflict of interests may arise, in particular where a Director is also a director of a company in which the Company invests or may invest. Where such a situation arises, these Directors are excluded from any discussions or decisions relating to investments in their respective companies.

 

Each Director has provided the Company with a statement of all conflicts of interest and potential conflicts of interest.  These have been approved by the Board and recorded in a register.  The Board may impose conditions on authorising any conflict or potential conflict situations.  Each Director has agreed to notify the Chairman and the Company Secretary of any changes to his circumstances which would impact on the notified conflicts or potential conflicts and obtain approval before entering into any situation which might give rise to a conflict or potential conflict with the interests of the Company.

 

Directors are reminded at each Board meeting of their obligations to notify any changes in their statement of conflicts and also to declare any benefits from third parties in their capacity as a Director of the Company which might give rise to a conflict or potential conflict with the Company's interests. No Director has declared receipt of any benefits other than his emoluments in his capacity as a Director of the Company.

 

Only Directors not involved in the conflict or potential conflict participate in the authorisation process.  Directors in deciding whether to authorise a situation take into account their duty to promote the Company's success.  

 

The Board as part of its year-end has considered the register of conflicts, any conditions imposed on such conflicts or potential conflicts and the operation of the notification and authorisation process.  They concluded that the process has operated effectively since its introduction.    

 

Except as disclosed above in relation to Mr Ashford-Russell's interest in the contract with Polar Capital LLP therewere no contracts subsisting during or at the end of the year in which a director is or was interested and which is or was significant in relation to the Company's business or to the Director.

 

Role and responsibilities

Six scheduled Board meetings are held each year to deal with the stewardship of the Company and other matters including the setting and monitoring of investment strategy and performance, review of financial statements, approval of borrowing limits within which the Investment Manager has discretion to act, and shareholder issues including investor relations. The level of share price discount or premium to net asset value together with policies for re-purchase or issuance of new shares including the use of treasury shares are kept under review along with matters affecting the industry and the evaluation of third party service providers.

 

A full day's strategy meeting is held each year where past performance attribution is examined and future investment ideas are discussed.   Additional meetings of the Board are arranged as required. A formal schedule of matters specifically reserved for decision by the full Board has been defined. The Board has delegated to a number of committees specific remits for consideration and recommendation but the final responsibility in these areas remains with the Board.

 

A procedure has been adopted for Directors, in the furtherance of their duties, to take independent professional advice at the expense of the Company. No such advice has been sought during the past year.

 

The number of formal meetings of the Board and its Committees held during the financial year and the attendance of individual Directors are shown below.

 

1 May 2009 to 30 April 2010


Board & off site

Audit

Management Engagement

Nomination

Remuneration

Number of Meetings

7

3

2

1

1

R Wakeling

7

3

2

1

n/a

B Ashford-Russell

7

  3*

  2*

  1*

n/a

P Dicks

6

3

1

1

1

D Gamble

7

3

2

1

n/a

M Moule

7

3

2

1

1

R Montagu

6

2

1

-

-

 

Mr Dicks missed a Board meeting and management engagement committee in October 2009 due to being overseas on another business commitment. Mr Montagu missed a board meeting, management engagement Committee meeting and Remuneration Committee meeting due to the travel disruption caused by a volcanic eruption in Iceland.  In both these cases the respective Directors discussed their views with the Chairman of the Board or Committee so that their comments could be considered by the other Directors.

 

*Not a member but attended part of the meeting by invitation

 

All Directors in office at the date of the meeting attended the 2009 AGM, held on 29 July 2009.

 

Investment Manager

The Board has contractually delegated the management of the portfolio to the Investment Manager, Polar Capital LLP (the 'Investment Manager'). It is the Investment Manager's sole responsibility to take decisions as to the purchase and sale of individual investments other than unquoted investments where the Board is consulted. The Investment Manager has responsibility for gearing, asset allocation and sector selection within the limits established and regularly reviewed by the Board. The Board has directly appointed the custodian and the registrars, both of which the Investment Manager monitors and the Investment Manager provides or procures the provision of accountancy services, company secretarial and administrative services and the share savings scheme arrangements. The Investment Manager also ensures that all Directors receive in a timely manner all relevant management, regulatory and financial information. Representatives of the Investment Manager attend each Board meeting enabling the Directors to probe further on matters of concern or seek clarification on certain issues.

 

The Directors have access to the advice and services of the corporate company secretary through its appointed representative who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Board and Investment Manager operate in a supportive, co--operative and open environment.

 

Senior Independent Director

The Board elected Mr Dicks to act as the Senior Independent Director. Mr Dicks can be contacted via the Registered Office of the Company.

 

Board Committees

The Board has created four standing committees whose terms are described below. The Board also creates ad hoc committees from time to time to enact or approve policies or actions agreed in principle by the whole Board. Copies of the terms of reference for each of the standing committees are available on the Company's website.

 

Audit Committee

The Audit Committee meets three times a year and comprises of all the independent non--executive Directors.

 

The Board reviewed the composition of the Audit Committee and has determined that Mr Moule should become chairman of the Committee with effect from April 2010.  Mr Wakeling was invited to remain on the Committee due to experience as he has previously served as a finance director of two public companies.

None of the members of the Committee has any involvement in the preparation of the accounts of the Company, as this has been contracted to the Investment Manager.

 

The Audit Committee is responsible for reviewing the scope of the annual audit, the annual accounts and the interim report, the terms of appointment of the Auditors and their remuneration as well as any non--audit services provided by the Auditors. It meets with representatives of the Investment Manager and receives reports on the quality and effectiveness of the accounting records and management information maintained on behalf of the Company. The Committee also considers the internal controls and risk management systems applicable to the Company.

 

The Audit Committee has direct access to the Auditors and to the key senior staff of the Investment Manager and it reports its findings and recommendations to the Board which retains the ultimate responsibility for the financial statements of the Company.

 

The Audit Committee meets with the Auditors each April to review the scope of the annual audit work and meets again each June to review the findings of the Auditors and the annual report and accounts prior to approval by the Board. The Committee also meets, without the Auditors present, in December to consider the half--year report. The independence and effectiveness of the Auditors and the nature of the services provided have therefore been assessed throughout the year and the provision of non--audit services provided by the Auditors have been kept under review. These non--audit services comprised the provision of specialist tax advice on matters relating to Section 1158 of the Corporation Taxes Act 2010 (formerly section 842 of the Income and Corporation Taxes Act 1988) VAT recovery and recovery of withholding taxes which was provided by a separate office of the Audit firm.

 

The Audit Committee annually reviews the performance of PricewaterhouseCoopers LLP, the Company's external auditor. In doing so the Audit Committee considers a range of factors including the quality of service, the auditors' specialist expertise and the level of audit fee. The Audit Committee remains satisfied with their effectiveness and therefore has not considered it necessary, to date, to require the external auditors to tender for the audit work. The auditors are required to rotate the audit partner every five years and a new audit partner was introduced for this year's audit of the financial statements. There are no contractual obligations restricting the choice of external auditor. Under Company Law the reappointment of the external auditor is subject to shareholder approval at the Annual General Meeting

 

The Audit Committee has recommended the re-appointment of the Auditors at the AGM.

 

Management Engagement Committee

The Management Engagement Committee meets at least annually and at such other times as may be necessary. All independent non-executive Directors are members of the Management Engagement Committee which is chaired by the Chairman of the Board. The Committee is responsible for the review of the terms of the investment management contract which is reviewed annually and the Committee also considers, prior to making its recommendation to the Board, whether the retention of the Investment Manager is in the interests of shareholders.  The Committee also considers other matters to do with the relationship with the Investment Manager.

 

Nomination Committee

The Nomination Committee comprises of all the independent non-executive Directors and is chaired by the Chairman of the Board. The Committee meets at least annually and is responsible to the Board for the size and structure of the Board as well as succession planning and tenure policy for Directors. Succession planning will be conducted bearing in mind the balance of skills, knowledge and experience existing on the Board and the Committee will make recommendations to the Board when the further recruitment of non--executive Directors is required.

 

Once a decision has been made that additional directors are to be recruited then candidates will be drawn from suggestions put forward by the other Directors and by the use of external agencies. The final selection will be made by the Board following recommendations by the Committee.

 

The Committee also reviews the performance of the Board as a whole and each individual Director. Re-appointment as a Director is not automatic and will follow a process of evaluation of each Director's performance. The Board acknowledges the rationale of the Combined Code for the rigorous review of Directors serving over six years and annual re--appointment after nine years. Nevertheless the Board shares the view of the AIC that length of service will not necessarily compromise the independence or contribution of directors of investment trusts where continuity and experience can significantly strengthen a board.

 

All Directors are appointed for an initial term of three years, subject to re--appointment and Companies Act provisions. In accordance with the Articles of Association, Directors will stand for election at the first AGM following their appointment and will retire at every third AGM after their last election. The Directors who are subject to annual re--appointment due to length of service would be subject to rigorous assessment of their contribution.

 

Remuneration Committee

The Remuneration Committee is chaired by Mr Dicks, the Senior Independent Director. Mr Moule and Mr Montagu were elected Committee members from April 2007.

 

The Committee normally meets at least annually and is responsible for recommending the framework for the remuneration of Directors. The Committee reviews the ongoing appropriateness of the remuneration policy and the individual remuneration of Directors based on their contributions.

 

Directors' training

When a new Director is appointed he or she is offered an induction course provided by the Investment Manager. Directors are also provided on a regular basis with key information on the Company's policies, regulatory and statutory obligations and internal controls. Changes affecting Directors' responsibilities are advised to the Board as they arise. Directors also regularly participate in professional and industry seminars.

 

Performance Evaluation

The Board

The evaluation of the Board, its Committees and individual Directors is normally carried out annually by the Chairman of the Nomination Committee. The process involves the Chairman speaking to each Director and the Chairman's review being conducted by an independent director.  These reviews are reported to the Nomination Committee. In evaluating each Director they are assessed on their relevant experience, their strengths and weaknesses in relation to the overall requirements of the Board and their commitment to the Company in terms of time by regular attendance of Board meetings. The process is constructed to assess the contribution of individual Directors to the overall operation of the Board and its committees.

 

In 2009 the Board commissioned a third party to undertake an independent review of the effectiveness of the Board. This process involved Directors completing a confidential questionnaire to elicit open and frank responses on areas that are critical to the proper functioning of the Board. The results of the questionnaire were supplemented by telephone interviews held with each director. The report and its conclusions were made available to the whole Board and discussed. 

 

The Nomination Committee as part of the performance evaluation process considered the conclusions of the report and in line with the report's recommendations proposed that the role of Chairman of the Board and Chairman of the Audit Committee be split and that post the continuation vote the Board should set in process a programme designed to replace gradually the longest serving Directors. 

 

The Investment Manager

The Board reviews the performance of the Investment Manager at each Board meeting and the Company's performance against the market and a peer group of investment companies and funds with similar investment objectives. The investment team provided by the Investment Manager, led by Mr Rogoff, has long experience of investment in technology. In addition, the Investment Manager has other investment resources which support the investment team and experience in managing and administering other investment trust companies.

 

The Management Engagement Committee regularly reviews the terms of the contract with the Investment Manager.

 

The Board also monitors through the Investment Manager the performance of its other service providers including the custodian and registrar.

 

Internal controls

The Board has overall responsibility for the Company's system of internal control and for reviewing its effectiveness.  The Company has no employees as its operational functions are carried out by third parties and the Audit Committee does not consider it necessary for the Company to establish its own internal audit function. Contracts with each of these parties were entered into after full and proper consideration by the Board of the quality and cost of the services offered, including the control systems in operation in so far as they relate to the affairs of the Company.  

 

The Investment Manager is responsible for the day to day investment management decisions on behalf of the Group and for the provision of accounting and administrative services including company secretarial and accounting. The Investment Manager has an internal control framework to provide reasonable but not absolute assurance on the effectiveness of the internal controls operated on behalf of its clients. The Investment Manager is authorised and regulated by the Financial Services Authority and its compliance department monitors compliance with the FSA rules.

 

The Board has established a process for identifying, evaluating and managing any major risks faced by the Company. The process is documented through the use of a Risk Map which is subject to regular review by the Board and accords with the Turnbull guidance.  The controls are embedded within the business and aim to ensure that identified risks are managed and systems are in place to report on such risks.  The internal controls seek to ensure the assets of the Company are safeguarded, proper accounting records are maintained and the financial information used in the Group and for publication is reliable.  Controls covering the risks identified, including financial, operational, compliance and risk management are monitored by a series of regular reports covering investment performance, attribution analysis, reports from various third parties and from the investment manager including risks not directly the responsibility of the Investment Manager.

 

The process was active throughout the year and up to the date of approval of this annual report. However, such a system is designed to manage rather than eliminate risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

 

The Board has received formal reports from the Investment Manager with details of any known internal control failures.  The Board considers reports on the Investment Manager's internal controls and systems operated by other third party suppliers. The Board also receives and considers ad hoc reports from the Investment Manager and information is supplied to the Board as required.  The Board also examined the risks and controls operated by the Investment Manager when placing investment trades with third parties.

 

The Investment Manager has delegated the provision of accounting, portfolio valuation and trade processing to HSBC Securities Services (UK) Limited but remains responsible to the Company for these functions and provided the Board with information on these services.

 

The Board, assisted by the Investment Manager, undertakes an annual review of the Company's system of internal control where the Risk Map is reviewed and control processes considered.

 

The Board will continue to monitor the system of internal controls in order to provide assurance that they operate as intended.  

 

The Board, assisted by the Investment Manager, has conducted an annual review of the risk map and the effectiveness of the system of internal controls taking into account any issues, none of which were considered significant, which arose during the course of the year ended 30 April 2010 and up to the date of this report.

 

Relations with shareholders

The Board and the Investment Manager consider maintaining good communications with shareholders and engaging with larger shareholders through meetings and presentations a key priority.  Shareholders are kept informed by the publication of annual and semi annual reports which include financial statements.  These reports are supplemented by interim management statements, the daily release of the net asset value per share to the London Stock Exchange and the publication by the Investment Manger of a monthly factsheet. All this information together with the Investment Manager's presentations is available from the Company's website at www.polarcapitaltechnologytrust.co.uk

 

The Board is also keen that the AGM be a participative event for all shareholders who attend. The Investment Managers make a presentation and shareholders are encouraged to attend. The Chairmen of the Board and of the Committees attend the AGM and are available to respond to queries and concerns from shareholders. Twenty working days notice of the AGM has been given to shareholders and separate resolutions are proposed in relation to each substantive issue. Where the vote is decided on a show of hands, the proxy votes received are relayed to the meeting and subsequently published on the Company's website. Proxy forms have a 'vote withheld' option. The Notice of Meeting sets out the business of the AGM together with the full text of any special resolutions.

 

The Company has made arrangements for a share savings scheme and ISA to be available to investors and for these shareholders to receive all Company communications and have the ability to direct the casting of their votes. The Company has also made arrangements with its registrar for shareholders, who own their shares direct rather than through a nominee or share scheme, to view their account over the internet at www.shareview.co.uk. Other services are also available via this service.

  

The Board monitors the share register of the Company; it also reviews correspondence from shareholders at each meeting and maintains regular contact with major shareholders. Shareholders who wish to raise matters with a Director may do so by writing to them at the registered office of the Company.

 

Environment, socially responsible investing and exercise of voting powers

The Board has instructed the Investment Manager to take into account the published corporate governance policy and the environmental practices and policies of the companies in which they invest on behalf of the Company.

 

The Company has also considered the Investment Manager's policy on voting. The policy is for the Investment Manager to vote at all general meetings of UK companies in favour of resolutions proposed by the management where it believes that the proposals are in the interests of shareholders. However in exceptional cases where it believes that a resolution could be detrimental to the interests of shareholders or the financial performance of the Company, appropriate notification will be given and abstentions or a vote against will be lodged. The Board believes that their practices accord with current best practice whilst maintaining a primary focus on financial returns.

 

STATEMENT OF COMPLIANCE

The AIC Code comprises 21 principles to which the Board attaches great importance.  The Board consider for the year under review the Directors, Board and Company has complied with the recommendations of the AIC Code in so far as they apply to the Company's business and with the relevant provisions of Section 1 of the Combined Code.  For the reasons set out in the AIC Guide, and in the preamble to the Combined Code, the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company

§ As all directors are non executive and day to day management has been contracted to third parties the Company does not have a separate role for a Chief Executive from that of Chairman of the Board

§ As there are no executive directors it does not comply with the Combined Code in respect of executive Directors' remuneration

§ The Company does not have an internal audit function as it relies on the systems of control operated by third party suppliers in particular those of the Investment Manager

 

By order of the Board

N P Taylor FCIS

Polar Capital Secretarial Services Limited Secretary

10 June 2010

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

In respect of the Annual Report, Directors' Remuneration Report and Accounts

The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.  Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.  In preparing these financial statements, the Directors are required to:

·   select suitable accounting policies and then apply them consistently;

·   make judgements and accounting estimates that are reasonable and prudent;

·   state whether applicable IFRS as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;

·   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group's financial statements, Article 4 of the IAS Regulations. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Disclosure of information to the Auditors

As far as the Directors are aware and to the best of their knowledge, having made enquiries, there is no relevant audit information of which the Auditors are unaware and the Directors have taken steps to make themselves aware of any relevant audit information and to establish that the Auditors are aware of such information.

 

Going concern

The Board assessment of the Group's position as at 30 April 2010 and the factors impacting the forthcoming year are set out in the Chairman's Statement and the Investment Manager's Report and in the Directors' Report which incorporates the business review and corporate governance statements.

 

As required by the Company's Articles of Association, an ordinary resolution is put to the Company's shareholders every five years, at the AGM, to approve the continuation of the Company as an investment trust. The next such resolution will be put to shareholders at the forthcoming AGM in 2010. The Directors have recommended that shareholders vote in favour of the continuation of the Company. The financial position of the Group, its cash flows, and its liquidity position is described in the Business Review. Note 29 to the financial statements includes the Groups' policies and process for managing its capital; its financial risk management objectives; details of financial instruments and hedging activities. Exposure to credit risk and liquidity risk are also disclosed.

 

The Group has considerable financial resources and after making enquiries the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future despite the continued uncertain economic outlook.  Accordingly the Directors continue to adopt the going concern basis in preparing the annual report and accounts.

 

Responsibility statement under the Disclosure and Transparency Rules

The Directors of Polar Capital Technology Trust plc, confirm to the best of their knowledge:

• The financial statements are prepared in accordance with IFRS as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and profit of the Group and the undertakings included in the consolidation taken as a whole; and

• The Chairman's Statement, Investment Manager's Report and Directors' Report (together constituting the Management Report) include a fair review of the development and performance of the business and position of the Company and undertakings included in the consolidation taken as a whole, and include a description of the principal risks and uncertainties.

 

The financial statements were approved by the Board on 10 June 2010 and the responsibility statement was signed on its behalf by Richard Wakeling, Chairman of the Board.

 

R K A Wakeling

Chairman

10 June 2010

 

 

 

Consolidated Statement of Comprehensive Income for the year ended 30 April 2010



Year ended 30 April 2010


Year ended 30 April 2009

Notes


Revenue


Capital


Total


Revenue


Capital


Total


return


return


return


return


return


return


£'000


£'000


£'000


£'000


£'000


£'000

3

Investment income

2,680


-


2,680


3,180


-


3,180

4

Other operating income

24


-


24


540


-


540

5

Gains/(losses) on investments held at fair value

-


126,458


126,458


-


(16,737)


(16,737)

6

Other currency gains/(losses)

-


11


11


-


(992)


(992)


Total income

2,704


126,469


129,173


3,720


(17,729)


(14,009)















Expenses












7

Investment management fee

(3,302)


-


(3,302)


(2,904)


-


(2,904)


VAT recovery

-


-


-


1,107


-


1,107


Net management fee expense

(3,302)


-


(3,302)


(1,797)


-


(1,797)

8

Other administrative expenses

(588)


-


(588)


(436)


-


(436)


Total expenses

(3,890)


-


(3,890)


(2,233)


-


(2,233)















Profit /(Loss) before finance costs and tax

(1,186)


126,469


125,283


1,487


(17,729)


(16,242)

9

Finance costs

(547)


-


(547)


(675)


-


(675)


(Loss)/profit before tax

(1,733)


126,469


124,736


812


(17,729)


(16,917)

10

Tax

(220)


(76)


(296)


(246)


(122)


(368)


Net profit / (loss) for the year and total comprehensive income

(1,953)


126,393


124,440


566


(17,851)


(17,285)

11

Earnings per ordinary share (pence)

(1.54)


99.92


98.38


0.44


(13.72)


(13.28)














The total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with IFRS as adopted by the European Union. 

The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies. 

All items in the above statement derive from continuing operations.

All income is attributable to the equity holders of Polar Capital Technology Trust Plc.  There are no minority interests.

The net profit for the year of the Company was £124,440,000 (2009: loss of £17,285,000).

The Group does not have any other Comprehensive Income and hence the net profit / (loss), as disclosed above, is the same as the Group's total Comprehensive Income


 

 

Consolidated and Company Statements of Changes in Equity for the year ended 30 April 2010


Ordinary share capital

Capital redemption reserve

Share premium

Warrant exercise reserve

Capital reserves

Revenue reserve

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

Group








Total equity at 30 April 2008

33,127

11,085

117,902

7,536

191,185

(60,410)

300,425

Total comprehensive income:








Profit/(loss) for the year to 30 April 2009

                            -  

                        -  

                    -  

                  -  

(17,851)

566

(17,285)

Transactions with owners, recorded directly to equity:








Shares bought back for cancellation

(1,503)

                  1,503

                    -  

                  -  

(8,961)

                      -  

(8,961)

Total equity at 30 April 2009

31,624

12,588

117,902

7,536

164,373

(59,844)

274,179

Total comprehensive income:








Profit/(loss) for the year to 30 April 2010

                            -  

                        -  

                    -  

                  -  

126,393

(1,953)

124,440

Transactions with owners, recorded directly to equity:








Share buyback cost adjustment

                            -  

                        -  

                    -  

                  -  

                        8

                      -  

8

Total equity at 30 April 2010

31,624

12,588

117,902

7,536

290,774

(61,797)

398,627









Company








Total equity at 30 April 2008

33,127

11,085

117,902

7,536

193,219

(62,444)

300,425

Total comprehensive income:








Profit/(loss) for the year to 30 April 2009

                            -  

                        -  

                    -  

                  -  

(17,724)

439

(17,285)

Transactions with owners, recorded directly to equity:








Shares bought back for cancellation

(1,503)

                  1,503

                    -  

                  -  

(8,961)

                      -  

(8,961)

Total equity at 30 April 2009

31,624

12,588

117,902

7,536

166,534

(62,005)

274,179

Total comprehensive income:








Profit/(loss) for the year to 30 April 2010

                            -  

                        -  

                    -  

                  -  

             126,408

(1,968)

124,440

Transactions with owners, recorded directly to equity:








Share buyback cost adjustment

                            -  

                        -  

                    -  

                  -  

                        8

                      -  

8

Total equity at 30 April 2010

31,624

12,588

117,902

7,536

292,950

(63,973)

398,627









 

 

Consolidated and Company Balance Sheets at 30 April 2010

Notes


30 April 2010

30 April 2009


Group

Company

Group

Company


£'000

£'000

£'000

£'000








Non current assets





12-14

Investments held at fair value

              386,031

              388,207

              267,845

              270,006








Current assets





15

Other receivables

                 6,704

                10,091

                  7,150

                10,531


Cash and cash equivalents

                42,070

                36,507

                33,729

                28,187



                48,774

                46,598

                40,879

                38,718








Total assets

              434,805

              434,805

              308,724

              308,724








Current liabilities





16

Other payables

(8,311)

(8,311)

(7,039)

(7,039)

17

Bank loans

(27,867)

(27,867)

                         -

                          -



(36,178)

(36,178)

(7,039)

(7,039)


Total assets less current liabilities

              398,627

              398,624

              301,685

              301,685


Non current liabilities





17

Bank loans

                          -

                         -

(27,506)

(27,506)


Net assets

              398,627

              398,627

              274,179

              274,179








Equity attributable to equity shareholders





18

Ordinary share capital

                31,624

                31,624

                31,624

                31,624

19

Capital redemption reserve

                12,588

                12,588

                12,588

                12,588

20

Share premium

              117,902

              117,902

              117,902

              117,902

21

Warrant exercise reserve

                  7,536

                  7,536

                  7,536

                  7,536

22

Capital reserves

              290,774

              292,950

              164,373

              166,534

23

Revenue reserve

(61,797)

(63,973)

(59,844)

(62,005)














Total equity

              398,627

              398,627

              274,179

              274,179







27

Net asset value per ordinary share (pence)

315.13

315.13

216.75

216.75








The financial statements were approved by the Board of Directors on 10 June 2010









R K A Wakeling






Chairman





 

 

Consolidated and Company Cash Flow Statements for the year ended 30 April 2010


2010

2009


Group

Company

Group

Company


£'000

£'000

£'000

£'000

Cash flows from operating activities





Profit/(loss) before finance costs and tax

125,283

125,283

(16,242)

(16,242)

Adjustment for non-cash items:





Foreign exchange (gains)/losses

(11)

(11)

992

992

Adjusted profit/(loss) before finance costs and tax

125,272

125,272

(15,250)

(15,250)






Adjustments for:





(Increase)/decrease in investments

(118,186)

(118,201)

17,724

17,597

Decrease in receivables

633

657

4,999

4,929

Increase/(decrease) in payables

1,270

1,270

(4,727)

(4,727)







(116,258)

(116,274)

17,996

17,799






Net cash generated from operating activities before tax

9,019

8,998

2,746

2,549






Overseas tax deducted at source

(513)

(513)

(584)

(584)






Net cash from operating activities

8,506

8,485

2,162

1,965






Cash flows from financing activities





Cost of shares repurchased

-

-

(8,961)

(8,961)

Share buyback cost adjustment

8

8

-

-

Loans matured

-

-

(5,271)

(5,271)

Finance costs

(545)

(545)

(625)

(625)






Net cash used in financing activities

(537)

(537)

(14,857)

(14,857)






Net increase/(decrease) in cash and cash equivalents

7,969

7,948

(12,695)

(12,892)






Cash and cash equivalents at the beginning of the year

33,729

28,187

38,843

33,498

Effect of foreign exchange rate changes

372

372

7,581

7,581






Cash and cash equivalents at the end of the year

42,070

36,507

33,729

28,187






  

 

Notes to the Consolidated Financial Statements

For the year ended 30 April 2010

    

1.

General Information


The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) and International Accounting Standards Committee (IASC), as adopted by the European Union. The Group's presentational currency is pounds sterling. Pounds sterling is also the functional currency because it is the currency which is most relevant to the majority of the Company's shareholders and creditors and the currency in which the majority of the Group's operating expenses are paid.


The principal accounting policies followed are set out below:

2.

Accounting Policies

(a)

Basis of Preparation


The consolidated financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the inclusion of investments and derivative financial instruments at fair value. Where presentational guidance set out in the Statement of Recommended Practice (SORP) for investment trusts issued by the Association of Investment Companies (AIC) in January 2009 is consistent with the requirements of IFRS, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

 

As required by the Company's Articles of Association, an ordinary resolution is put to the Company's shareholders every five years, at the AGM, to approve the continuation of the Company as an investment trust. The next such resolution will be put to shareholders at the forthcoming AGM in 2010. The Directors have recommended that shareholders vote in favour of the continuation of the Company. The financial position of the Group as at 30 April 2010 is shown in the balance sheet. As at 30 April 2010 the Group's total assets exceeded its total liabilities by a multiple of over 11. The assets of the Group consist mainly of securities that are held in accordance with the Company's investment policy, and these securities are readily realisable. The Directors consider that the Company has adequate financial resources to enable it to continue in operational existence for the foreseeable future. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the Group's accounts.

 

(b)

Basis of Consolidation


The Group financial statements consolidate the financial statements of the Company and entities controlled by the Company (its wholly owned subsidiary undertaking, PCT Finance Limited) made up to 30 April each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The Statement of Comprehensive Income is only presented in consolidated form, as provided by Section 408 of the Companies Act 2006.

 

(c)

Presentation of Consolidated Statement of Comprehensive Income


In order to better reflect the activities of an investment trust company and in accordance with the guidance set out by the AIC, supplementary information which analyses the Consolidated Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Consolidated Statement of Comprehensive Income. In accordance with the Company's status as a UK investment company under section 833 of the Companies Act 2006, net capital returns may not be distributed by way of dividend. Additionally, the net revenue is the measure the Directors believe appropriate in assessing the Group's compliance with certain requirements set out in section 1158 of the Corporation Taxes Act 2010 (formerly section 842 Income and Corporation Taxes Act 1988).

 

(d)

Income


Dividends receivable from equity shares are taken to the revenue return column of the Consolidated Statement of Comprehensive Income on an ex-dividend basis. Special dividends are recognised on an ex-dividend basis and may be considered to be either revenue or capital items. The facts and circumstances are considered on a case by case basis before a conclusion on appropriate allocation is reached. Where the Company has received dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised in the revenue return column of the Consolidated Statement of Comprehensive Income. Any excess in value of shares received over the amount of the cash dividend foregone is recognised in the capital return column of the Consolidated Statement of Comprehensive Income. The fixed returns on debt securities and non-equity shares are recognised under the effective interest rate method. Bank interest and other income receivables are accounted for on an accruals basis. The dealing profits of the subsidiary undertaking, representing realised gains and losses on the sale of current asset investments, are dealt with in the Group financial statements as a revenue item.

(e)

Expenses and Finance Costs


All expenses, including  finance costs, are accounted for on an accruals basis.


All expenses have been presented as revenue items except as follows:

                        -  any performance fees payable are allocated wholly to capital, reflecting the fact that, although they are calculated on a total return basis, they                       are expected to be attributable largely, if not wholly, to capital performance.

                         -  transaction costs incurred on the acquisition or disposal of investments are expensed either as part of the unrealised gain/loss on investments                   (for acquisition costs) or as a deduction from the proceeds of sale (for disposal costs).

 

Finance costs are calculated using the effective interest rate method and are accounted for on an accruals basis.

 

(f)

Taxation


The tax expense represents the sum of the overseas withholding tax deducted from investment income, tax currently payable and deferred tax.


The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

 

In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Consolidated Statement of Comprehensive Income is the 'marginal basis'. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Consolidated Statement of Comprehensive Income, then no tax relief is transferred to the capital return column.

 

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.  Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

Investment trusts which have approval as such under section 1158 of the Corporation Taxes Act 2010 (formerly section 842 of the Income and Corporation Taxes Act 1988 are not liable for taxation on capital gains. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

 Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax rates that have been enacted or substantively enacted at the balance sheet date.

 

Deferred tax is charged or credited in the Consolidated Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

(g)

Investments Held at Fair Value Through Profit or loss


When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date and are initially measured at fair value.

 

On initial recognition the Group has designated all of its investments as held at fair value through profit or loss as defined by IFRS.

 

All investments are measured at subsequent reporting dates at fair value, which is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.  Investments in subsidiary undertakings are stated in the Company's accounts at fair value. Investments in unit trusts or OEICs are valued at the closing price, the bid price or the single price as appropriate, released by the relevant investment manager.

Fair values for unquoted investments, or for investments for which there is only an inactive market, are established by using various valuation techniques.  These may include recent arms length market transactions, the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised. Where no reliable fair value can be estimated for such instruments, they are carried at cost, subject to any provision for impairment.

 

 Changes in fair value of all investments held at fair value and realised gains and losses on disposal are recognised in the capital return column of the Consolidated Statement of Comprehensive Income.

 

(h)

Other Receivables


Other receivables do not carry any interest, are short-term in nature and are accordingly stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

 

(i)

Cash and Cash Equivalents


Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash.

 

(j)

Other Payables


Other payables are not interest-bearing and are stated at their nominal value.

 

(k)

Non Current Liabilities


All bank loans are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition these loans are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on settlement. The amounts falling due for repayment within one year are included under current liabilities in the Balance Sheet.

 

(l)

Rates of Exchange


Transactions in foreign currencies are translated into sterling at the rate of exchange ruling on the date of each transaction. Monetary assets, monetary liabilities and equity investments in foreign currencies at the balance sheet date are translated into sterling at the rates of exchange ruling on that date. Realised profits or losses on exchange, together with differences arising on the translation of foreign currency assets or liabilities, are taken to the capital return column of the Consolidated Statement of Comprehensive Income.


Foreign exchange gains and losses arising on investments held at fair value are included within changes in fair value.

 

(m)

Capital Reserves


Capital reserves - gains/losses on disposal includes:

- gains/losses on disposal of investments

- exchange differences on currency balances and on settlement of loan balances

- cost of own shares bought back

- other capital charges and credits charged to this account in accordance with the accounting policies above


Capital reserve - revaluation on investments held includes:

- increases and decreases in the valuation of investments and loans held at the year end

 

All of the above are accounted for in the Consolidated Statement of Comprehensive Income except the cost of own shares bought back which is accounted for in the Statement of Changes in Equity.

 

(n)

Derivative Financial Instruments


The Group's activities expose it primarily to the financial risks of changes in market prices, foreign currency exchange rates and interest rates. Derivative transactions which the Group may enter into comprise forward exchange contracts, the purpose of which is to manage the currency risks arising from the Group's investing activities, quoted options on shares held within the portfolio, or on indices appropriate to sections of the portfolio, the purpose of which is to provide protection against falls in capital values of the holdings. The Group does not use derivative contracts for speculative purposes.

The use of financial derivatives is governed by the Group's policies as approved by the Board, which has set written principles for the use of financial derivatives.

A derivative instrument is considered to be used for hedging purposes when it alters the market risk profile of an existing underlying exposure of the Group. The use of financial derivatives by the Group does not qualify for hedge accounting under IFRS. As a result changes in the fair value of derivative instruments are recognised in the Consolidated Statement of Comprehensive Income as they arise. If capital in nature, the associated change in value is presented in the capital return column of the Consolidated Statement of Consolidated Income.

 

(o)

Segmental Reporting


The Group has adopted IFRS 8, 'Operating Segments' for the first time, replacing the previous reporting under IAS 14, 'Segment Reporting'. Under IFRS 8, operating segments are considered to be the components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.  The chief operating decision maker has been identified as the Manager (with oversight from the Board).

The Directors are of the opinion that the Group has two operating segments, being the parent Company, Polar Capital Technology Trust plc, which has the objective of maximising capital growth for its shareholders through investing in a diversified portfolio of technology companies around the world, and its wholly owned subsidiary, PCT Finance Limited, which trades in securities to enhance Group returns. An analysis of financial results and balances by business segment is set out in note 28.  The amounts presented for each segment are based on the accounting policies adopted in the Group accounts

Discrete financial information for these segments is reviewed regularly by the Manager who allocates resources, and the Board who oversees the Manager's performance.

In line with IFRS 8, additional disclosure by geographical segment has been provided in note 28.

Further analyses of expenses, investment gains or losses, profit and other assets and liabilities by country have not been given as either it is not possible to prepare such information in a meaningful way or the results are not considered to be significant.

 

(p)

Key Estimates and Assumptions


Estimates and assumptions used in preparing the financial statements are reviewed on an ongoing basis and are based on historical experience and various other factors that are believed to be reasonable under the circumstances. The results of these estimates and assumptions form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

The only estimates and assumptions that may cause material adjustment to the carrying value of assets and liabilities relate to the valuation of unquoted investments and investments for which there is an inactive market.  These are valued in accordance with the techniques set out in note 1(g). At the year end, unquoted investments represent 0.2% of net assets.

 

(q)

Accounting Standards


 (a) Standards, amendments and interpretations becoming effective in the current financial year adopted by the Group:

·      IAS 1 (revised), 'Presentation of financial statements'. The revised standard requires the separate presentation of changes in equity attributable to the owners (equity shareholders) and other non-owner changes. All non-owner changes in equity are required to be shown in a performance  statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Group has applied IAS 1 (revised) from 1 May 2009 and has elected to present solely a statement of comprehensive income. Where an entity restates or reclassifies comparative information, they are also required to present a restated balance sheet as at the beginning of the comparative period. The adoption of this revised standard has not resulted in a significant change to the presentation of the Group's performance statement, as the Group has no elements of other comprehensive income not previously included in its Income Statement.

·      IAS 39 (amendment), 'Financial instruments: Recognition and measurement'. The amendment was part of the IASB's annual improvements project published in May 2008. The amendment permits an entity to reclassify particular financial assets in some circumstances and the definition of financial asset or financial liability at fair value through profit or loss as it relates to items that are held for trading was amended. Adoption did not have a significant impact on the Group's financial statements.

·      IFRS 7 (Amendment), 'Financial Instruments: Disclosures'. Introduced new disclosure requirements whereby financial instruments must be categorised under a three-level fair value hierarchy. A reconciliation is also required for any investments categorised as Level 3. The additional disclosures resulting from this amendment have been included in Note 12. The amendments to IFRS 7 also introduce some additional disclosures on liquidity risk which are included in note 29 (b).

·      IAS 32 (amendment), 'Financial instruments: Presentation', and IAS 1 (amendment), 'Presentation of financial statements - Puttable financial instruments and obligations arising on liquidation'. The amendment provides exemptions from financial liability classification for (a) puttable financial instruments that meet certain conditions; and (b) certain instruments or components of instruments that impose on the entity an obligation to deliver to another party  a pro-rata share of the net assets of the entity only on liquidation as equity. Adoption did not have any impact on the Group's financial statements.

·      IFRS 8, 'Operating Segments'. Replaces IAS 14 and aligns segment reporting with the requirements of the US standard SFAS 131. The new standard requires a 'management approach' under which segment information is presented on the same basis as that used for internal reporting purposes. The adoption of this standard has resulted in additional disclosure within the Group's financial statements.

·      IAS 23 (Amendment), 'Borrowing Costs'. Requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. This is not currently relevant to the Group, which has no qualifying assets.

·      'Improvements to IFRS' were issued in May 2008 and April 2009 and comprise numerous amendments to IFRS that result in accounting changes for presentation, recognition or measurement purposes as well as terminology or editorial amendments related to a variety of individual standards. Most of the amendments are effective for annual periods beginning on or after 1 January 2009 and 1 January 2010 respectively, with earlier application permitted. No material changes to accounting policies have been made (or, where relevant, are expected)  as a result of these amendments.

(b) Standards, amendments and interpretations to existing standards become effective in future accounting periods and have not been adopted early by the Group:

·      IAS 27 (revised), 'Consolidated and separate financial statements' (effective from 1 July 2009) introduces significant changes to the accounting for transactions with non-controlling interests (minority interests), the accounting for a loss of control and the presentation of non-controlling interests in consolidated financial statements. The revised standard is not expected to have a significant effect on the Groups financial statements

·      IAS 39 (amendment), 'Financial instruments: Recognition and measurement' (effective from 1 July 2009);

·      IAS 24 (revised), 'Related Party Disclosures' (effective for financial periods beginning on or after 1 January 2011, subject to EU endorsement). Revises definition of related parties. Adoption is unlikely to have a significant effect on the Group's financial statements.

(c) The following standards, amendments and interpretations to existing standards become effective in future accounting periods, but are not relevant for the Group's operations:

·      IFRS 1 (amendment), 'First-time Adoption of International Financial Reporting Standards'

·      IFRS 5 (amendment), 'Non-current Assets Held for Sale and Discontinued Operations'

·      IFRS 9 (new), 'Financial Instruments: Classification and Measurement'

·      IAS 17 (amendment), Leases

·      IAS 28 (amendment), 'Investments in Associates' (effective for periods beginning on or after 1 July 2009). Consequential amendments arising from revisions to IFRS 3.

·      IAS 32 (amendment), 'Financial Instruments: Presentation' - Amendments relating to classification of rights issues.

·      IFRS 1 (amendments), 'Additional exemptions for first-time adopters' (effective from 1 January 2010);

·      IFRS 2 (amendments), 'Group cash-settled share-based payment transactions' (effective from 1 January 2010);

·      IFRS 3 (revised), 'Business combinations' (effective from 1 July 2009);

 

 

 

 

Notes to the Accounts

for the year ended 30 April 2010

3

Investment income

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Franked: Listed investments





  Dividend income

267


156


Unfranked: Listed investments





  Dividend income

2,413


3,024



2,680


3,180



4

Other operating income

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Bank interest

24


357


Deposit interest

-


1


HMRC interest on VAT recovery

-


182



24


540



5

Gains/(losses) on investments held at fair value

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Net gains/(losses) on disposal of investments at historic cost

34,464


(7,544)


Transfer on disposal of investments

808



Gains/(losses) based on carrying value at previous balance sheet date

35,272


(23,257)


Valuation gains on investments held during the year

91,186


6,520



126,458


(16,737)



6

Other currency gains/(losses)

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Exchange gains on currency balances

372


7,581


Exchange gains/(losses) on settlement of loan balances

-


(216)


Exchange losses on translation of loan balances

(361)


(8,357)



11


(992)



7

Investment management fee (charged wholly to revenue)

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Investment management fee paid to Polar Capital 

3,302


2,904




No performance fee was paid for either the current or prior year. 



8

Other administrative expenses

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Directors' fees

110


115


Auditors' remuneration:

For audit services

27


28



For other services (taxation services)

55


25


Other expenses (including Shareplan and ISA administration fees)

396


268



588


436







Auditors' remuneration for other services  cover tax, VAT and Section 842 advice provided by the Newcastle office of PricewaterhouseCoopers LLP ('PwC').  The London and Edinburgh offices of PwC provide audit services.


The total expense ratio is 1.16% (30 April 2009: 1.16%) if the management fee shown in note 7 is added to the other administrative expenses and based on the average shareholders' equity over the year.



9

Finance costs

Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Interest on loans and overdrafts

547


675



10

Taxation

Year ended


Year ended



30 April 2010


30 April 2009


a) Analysis of tax charge for the year:





Overseas tax

          296


368


Total tax for the year (see note 10b)

                    296    


                                    368


b) Factors affecting tax charge for the year:





The charge for the year can be reconciled to the profit per the Consolidated Statement of Comprehensive Income as follows:





Profit/(loss) before tax

124,736


(16,917)


Tax at the UK corporation tax rate of 28% (2009: 28%)

34,926


(4,737)


Tax effect of non-taxable dividends

(661)


(55)


(Gains)/losses on investments that are not taxable

(35,411)


4,964


Gains on sales of qualifying offshore funds

76


122


Utilisation of prior year expenses and deficits

-


(204)


Unrelieved current year expenses and deficits

1,087


-


Expenses and finance costs not deductible for tax purposes

14


3


Overseas tax suffered

296


368


Tax relief on overseas tax suffered

(31)


(93)


Total tax for the year (see note 10a)

296


368


c) Factors that may affect future tax charges:


There is an unrecognised deferred tax asset comprising:


Unrelieved management expenses

                                18,985


                                  18,056


Non-trading deficits

                                     190


                                         1,102



                                19,175


                                  19,158







It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and deficits and therefore no deferred tax asset has been recognised.


Due to the Company's tax status as an investment trust and the intention to continue meeting the conditions required to obtain approval of such status in the foreseeable future, the Company and Group have not provided tax on any capital gains arising on the revaluation or disposal of investments held by the Company.


As a result of changes in the Finance Act 2009, Eligible Unrelieved Foreign Tax ('EUFT') was abolished with effect from 1 July 2009 and as such no unrecognised Deferred Tax asset in relation to EUFT exists at the year end. As at 30 April 2009, after offset against accrued revenue taxable on receipt, there was an unrecognised Deferred Tax asset of £1,102,000 in relation to EUFT. No Deferred Tax asset was recognised at the time as it was considered unlikely the Company would generate sufficient taxable profits in the future to utilise this asset.



11

Earnings per ordinary share



Year ended 30 April 2010

Year ended 30 April 2009



Revenue

Capital

Total

Revenue

Capital

Total



return

return

return

return

return

return



pence

pence

pence

pence

pence

pence


The calculation of basic earnings per share is based on the following data:








Net profit / (loss) for the year (£'000)

(1,953)

126,393

124,440

566

(17,851)

(17,285)


Weighted average ordinary shares in








issue during the year

126,497,914

126,497,914

126,497,914

130,094,815

130,094,815

130,094,815


From continuing operations








Basic - ordinary shares (pence)

(1.54)

99.92

98.38

0.44

(13.72)

(13.28)


There are no potentially dilutive securities in issue.









12

Changes in non current assets

Group

Company

Group

Company



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000


Valuation at 1 May 2009

267,845

270,006

285,569

287,603


Less: Valuation gains

(3,604)

(5,765)

(12,797)

(14,831)


Cost at 1 May 2009

264,241

264,241

272,772

272,772








Additions at cost

259,005

259,005

278,934

278,934


Proceeds of disposal

(267,277)

(267,277)

(279,921)

(279,921)


Gains/(losses) on disposal

34,464

34,464

(7,544)

(7,544)


Cost at 30 April 2010

290,433

290,433

264,241

264,241


Add: Valuation gains

95,598

97,774

3,604

5,765


Valuation at 30 April 2010

386,031

388,207

267,845

270,006


Of which:






Listed on a recognised Stock Exchange

385,285

385,285

267,144

267,144


Unlisted

746

2,922

701

2,862








Included in additions at cost are purchase costs of £692,000 (30 April 2009: £756,000).  Included in proceeds of disposals are sales costs of £717,000 (30 April 2009: £718,000). These comprise mainly stamp duty and commission.




Classification under fair value hierarchy:


The table below sets out the fair value measurements using the IFRS7 fair value hierarchy


Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value


measurement of the relevant asset as follows:


Level 1 - valued using quoted prices in active markets for identical assets.


Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.


Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.


The valuation techniques used by the company are explained in the accounting policies note.




There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in Level 3 is set out below.









30 April 2010


30 April 2009




£'000


£'000



Equity Investments






Level 1

385,285


267,144



Level 2

-


-



Level 3

746


701



Total

386,031


267,845










30 April 2010


30 April 2009



Level 3 investments at fair value through profit or loss

£'000


£'000



Opening balance

701


2,183



Acquisitions

25


100



Disposal proceeds

(190)


(1,186)



Transfers out of Level 3

-


-



Total gains / (losses) included in the Consolidated Statement of Comprehensive Income

-


-



 - on assets sold

-


(1,230)



 - on assets held at the year end

210


834



Closing balance

746


701









Unquoted investments






The value of the unquoted investments as at 30 April 2010 was £746,000 (30 April 2009: £701,000) and the portfolio comprised of the following holdings:


Investment

Valuation






£'000





Herald Ventures Limited Partnership

479





Herald Ventures Limited Partnership II

267






746






13

Subsidiary undertaking


PCT Finance Limited


The company owns the entire share capital consisting of 2 ordinary shares of £1 of PCT Finance Limited, which is registered in England and Wales and operates in the United Kingdom.  This subsidiary's business is that of a dealing company. The cost of the investment in the subsidiary was £2 (30 April 2009: £2)



Company

Company





30 April 2010

30 April 2009





£'000

£'000




Balance brought forward

2,161

2,034




Revaluation of subsidiary

15

127




Balance carried forward

2,176

2,161






The valuation of PCT Finance Limited is at Net Asset Value hence the revaluation each year.



14

Substantial equity interests


The Company has interests of 3% or more of any share class of capital in 3 (30 April 2009: 5) investee companies.



Company

Company





30 April 2010

30 April 2009





%

%




Sanderson

4.4

4.6




Sinosoft

3.4

3.4




Circadian

3.3

3.3




Low Carbon Accelerator

-

3.4




Software Radio Technology

-

3.0






At 30 April 2010 these investments did not represent more than 1.0% of the Company's investments and therefore are not considered significant in the context of these accounts. The above equity investments are included in investments held at fair value.



15

Other receivables

Group

Company

Group

Company



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000


Sales for future settlement

6,037

6,037

5,412

5,412


Spot foreign exchange contracts awaiting settlement

-

-

72

72


Overseas tax recoverable

478

478

261

261


Prepayments and accrued income

174

173

530

529


Amounts due from subsidiary undertaking

-

3,388

-

3,382


VAT recoverable

15

15

875

875



6,704

10,091

7,150

10,531




The carrying values of other receivables approximate their fair value.



16

Other payables

Group

Company

Group

Company



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000


Purchases for future settlement

7,977

7,977

5,969

5,969


Spot foreign exchange contracts awaiting settlement

-

-

72

72


Accruals

334

334

998

998



8,311

8,311

7,039

7,039




The carrying values of other payables approximate their fair value.



17

Bank loans

Group and


Group and



Company


Company



30 April 2010


30 April 2009



£'000


£'000


The Group has the following unsecured Japanese Yen loan:





Y4,010m at a fixed rate of 1.198% repayable 29 June 2010

27,867


27,506



27,867


27,506


Less: Amounts due for settlement within 12 months (shown under current liabilities)

(27,867)


-


Amounts due for settlement after 12 months

-


27,506


The Company has banking facilities with ING Bank for Japanese Yen borrowings of Y4.01bn (£27.9m) at the year end.  Following the year end the Company agreed with ING Bank that this facility, which had originally fallen due for repayment in June 2010, be extended until 2 August 2010 and that a new 12 month term loan for up to £30m split between Yen and US Dollar be drawn down on 2 August 2010 to repay the existing borrowing and provide gearing.

18

Ordinary share capital

Group and


Group and



Company


Company



30 April 2010


30 April 2009



£'000


£'000


Authorised:





860,000,000 ordinary shares of 25p

215,000


215,000







Allotted, called up and fully paid: 126,497,914 (30 April 2009: 126,497,914) ordinary shares of 25p

31,624


31,624



19

Capital redemption reserve

Group and



Company



£'000


As at 1 May 2009

12,588


At 30 April 2010

12,588



20

Share premium

Group and



Company



£'000


As at 1 May 2009

117,902


At 30 April 2010

117,902



21

Warrant exercise reserve

Group and



Company



£'000


As at 1 May 2009

7,536


At 30 April 2010

7,536


At 30 April 2010 there were no warrants outstanding (30 April 2009: nil).



22

Capital reserves

Capital



Capital





reserve -

Capital

Total

reserve -

Capital

Total



gains/losses

reserve -

capital

gains/losses

reserve -

capital



on disposal

revaluation

reserves

on disposal

revaluation

reserves



30 April 2010

30 April 2010

30 April 2010

30 April 2009

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000

£'000

£'000


Group:








Opening balances

171,990

(7,617)

164,373

181,252

9,933

191,185


Net gains/(losses) on disposal of investments

35,272

-

35,272

(23,257)

-

(23,257)


Transfer on disposal of investments

(808)

808

-

15,713

(15,713)

-


Valuation gains on investments held during the year

-

91,186

91,186

-

6,520

6,520


Exchange gains on currency balances

372

-

372

7,581

-

7,581


Exchange losses on settlement of loan balances

-

-

-

(216)

-

(216)


Exchange losses on translation of loan balances

-

(361)

(361)

-

(8,357)

(8,357)


Relief on taxable income in capital

(76)

-

(76)

(122)

-

(122)


Cost of ordinary share repurchases

-

-

-

(8,961)

-

(8,961)


Share buyback cost adjustment

8

-

8

-

-

-


Closing balance

206,758

84,016

290,774

171,990

(7,617)

164,373










Company:








Opening balances

171,990

(5,456)

166,534

181,252

11,967

193,219


Net gains/(losses) on disposal of investments

35,272

-

35,272

(23,257)

-

(23,257)


Transfer on disposal of investments

(808)

808

-

15,713

(15,713)

-


Valuation gains on investments held during the year

-

91,186

91,186

-

6,520

6,520


Revaluation of subsidiary undertaking

(see note 13)

                                      -

15

15

                                          -

127

127


Exchange gains on currency balances

372

-

372

7,581

-

7,581


Exchange losses on settlement of loan balances

-

-

-

(216)

-

(216)


Exchange losses on translation of loan balances

-

(361)

(361)

-

(8,357)

(8,357)


Relief on taxable income in capital

(76)

-

(76)

(122)

-

(122)


Cost of ordinary share repurchases

-

-

-

(8,961)

-

(8,961)


Share buyback cost adjustment

8

-

8

-

-

-










Closing balance

206,758

86,192

292,950

171,990

(5,456)

166,534









23

Revenue reserve

Group

Company

Group

Company



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000








Opening balances

(59,844)

(62,005)

(60,410)

(62,444)


(Loss)/profit for the year to 30 April

(1,953)

(1,968)

566

439


Closing balance

(61,797)

(63,973)

(59,844)

(62,005)







24

Note to the cash flow statement






Purchases and sales of investments are considered to be operating activities of the Company, given its purpose, rather than investing activities.  However, the cash flows associated with these activities are presented below.



Group and


Group and



Company


Company



Year ended


Year ended



30 April 2010


30 April 2009



£'000


£'000


Proceeds on disposal of fair value through profit or loss investments

266,652


277,602


Purchases of fair value through profit or loss investments

(256,997)


(274,891)



9,655


2,711



25

Capital commitments


At 30 April 2010 the Group had a commitment in respect of the following limited partnerships:



Commitment at

Drawn down at

Commitment at

Drawn down at



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000


Herald Ventures Limited Partnership

Herald Ventures Limited Partnership II

1,000

1,000

1,000

1,000


500

375

500

375



26

Related party transactions


Under the terms of an agreement dated 9 February 2001 the Company has appointed Polar Capital LLP ('Polar Capital') to provide investment management, accounting, secretarial and administrative services.  Details of the fee arrangement for these services are given in the Report of the Directors.  The total feespaid under this agreement to Polar Capital in respect of the year ended 30 April 2010 were £3,302,000 (2009: £2,904,000) of which £nil (2009: £650,000) was outstanding at the year-end.  In addition to the above services Polar Capital has procured a Share Savings Scheme and ISA product to be offered on behalf of the Company by BNP Paribas Securities Services.  The total fee paid to BNP Paribas for these services for the year ended 30 April 2010 amounted to £30,000 (30 April 2009: £10,000) (including irrecoverable VAT) and the Company received income of £nil (30 April 2009: £5,000) in respect of the charges collected from investors.  The compensation payable to key management personnel in respect of short term employee benefits is £110,000 (2009: £115,000) which comprises £110,000 (2009: £115,000) paid by the Company to the Directors.



27

Net asset value per ordinary share



Net asset value per share



30 April 2010

30 April 2009



pence

pence


Ordinary shares:

315.13

216.75




The net asset value per ordinary share is based on net assets at the year end and on 126,497,914 (2009: 126,497,914) ordinary shares, being the number of ordinary shares in issue at the year end.



28

Segmental reporting


Geographical segments


An analysis of the Group's investments held at 30 April 2010 by geographical segment and the related investment income earned during the year to 30 April 2010 is noted below:



Year ended



Year ended



30 April 2010

30 April 2010


30 April 2009

30 April 2009



Value of

Gross


Value of

Gross



investments

income


investments

income



£'000

£'000


£'000

£'000


North America

268,937

1,298


196,262

1,250


Europe

29,703

502


26,359

945


Asia

87,391

880


45,224

985


Total

386,031

2,680


267,845

3,180


Business  Segments


The Directors consider that the Group has two business segments, being the Company, Polar Capital Technology Trust, which invests in shares and securities primarily for capital appreciation in accordance with the Company's published investment objective, and its wholly owned subsidiary, PCT Finance Limited, which trades in securities to enhance Group returns.  Discrete financial information for these sectors is reviewed regularly by the Manager and the Board who allocate resources and assess performance.  The amounts presented for each segment are based on the accounting policies adopted in the Group accounts. The only transaction between the two segments relates to the surrender of group tax relief from Polar Capital Technology Trust to PCT Finance Limited, for which payment is made based on the amount of the tax saving.

 



30 April 2010

30 April 2009


Segment financial information

£'000

£'000


Gross Income:




Company

129,158

(14,136)


Subsidiary

21

175


Total Income

129,179

(13,961)


Net Profit/(loss):




Company

124,425

(17,412)


Subsidiary

15

127


Total Comprehensive Income

124,440

(17,285)


Total Assets:




Company

396,451

272,018


Subsidiary

2,176

2,161


Group Total Assets

398,627

274,179




PCT Finance Limited's liabilities as at 30 April 2010 are £3,388,000 (2009: £3,382,000), all of which are payable to the Company.  Hence all of the liabilities included in the consolidated accounts relate to the Company.

 

The net profit of PCT Finance Limited is made up of £21,000 interest net of £6,000 corporation tax (2009: £162,000 interest and £13,000 exchange gains net of £48,000 corporation tax).  These figures are included within Total Income in the Consolidated Statement of Comprehensive Income.  All other figures in that statement relate to the Company.

 

29

Derivatives and other financial instruments


Risk management policies and procedures


The Group comprises of an investment trust and a wholly owned subsidiary.  The Group invests in equities and other financial instruments for the long term to further the investment objective.  This exposes the Group to a range of financial risks that could impact on the assets or performance of the Group.


The main risks arising from the Group's pursuit of its investment objective are market risk, liquidity risk and credit risk and the Directors' approach to the management of them is set out below. The risks have remained unchanged since the beginning of the year to which the accounts relate.


The Group's exposure to financial instruments comprise:


- Equity and non-equity shares and fixed interest securities which are held in the investment portfolio in accordance with the Group's investment objective.


- Term loans and bank overdrafts, the main purpose of which is to raise finance for the Group's operations


- Cash, liquid resources and short-term receivables and payables that arise directly from the Group's operations


- Derivative transactions which the Group enters into may include equity or index options, index future contracts, and forward foreign exchange contracts. The purpose of these is to manage the market price risks and foreign exchange risks arising from the Group's investment activities.


The overall management of the risks is determined by the Board and its approach to each risk identified is set out below.  The Board and the investment manager co-ordinate the risk management and the investment manager assesses the exposure to market risk when making each investment decision.


(a) Market Risk


Market risk comprises three types of risk: market price risk (see note 29(a)(i)), currency risk (see note 29(a)(ii)), and interest rate risk (see note 29(a)(iii)).


(i) Market Price Risk


The Company is an investment company and as such its performance is dependent on its valuation of its investments. Consequently market price risk is the most significant risk that the Group faces.


Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Group's operations. It represents the potential loss the Group might suffer through holding market positions in the face of price movements.


Investments are valued in accordance with the Group's accounting policies as stated in Note 2(g).


The Group had no derivative instruments at the year-end, but, in the event that it had, the value of derivative instruments held at the balance sheet date would be determined by reference to their fair value at that date.


Management of the risk


In order to manage this risk it is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce both the statistical risk and the risk arising from factors specific to a particular technology sector. The allocation of assets to international markets, together with stock selection covering small, medium and large companies, and the use of index options, are other factors which act to reduce price risk. The investment manager actively monitors market prices throughout the year and reports to the Board which meets regularly in order to consider investment strategy.


Market price risks exposure


The Group's exposure to changes in market prices at 30 April on its quoted and unquoted equity investments


was as follows:



30 April 2010


30 April 2009





£'000


£'000











Non-current asset investments at fair value through profit or loss

386,031


267,845





386,031


267,845








Market price risk sensitivity


The following table illustrates the sensitivity of the return after taxation for the year and the value of shareholders' funds to an increase or decrease of 15% (30 April 2009:15%) in the fair values of the Group's equities. This level of change is considered to be reasonably possible based on observation of current market conditions and historic trends. The sensitivity analysis is based on the Group's equities at each balance sheet date, with all other variables held constant.



30 April 2010


30 April 2009





Increase in

Decrease in


Increase in

Decrease in





fair value

fair value


fair value

fair value





£'000

£'000


£'000

£'000




Income statement - profit after tax









Revenue return

(579)

579


(402)

402




Capital return

57,905

(57,905)


40,177

(40,177)




Change to the profit after tax for the year

57,326

(57,326)


39,775

(39,775)













Change to shareholders' funds

57,326

(57,326)


39,775

(39,775)






(ii) Currency Risk


The Group's total return and net assets can be significantly affected by currency translation movements as the majority of the Group's assets and revenue are denominated in currencies other than sterling.


Management of the risk


The investment manager mitigates the individual currency risks through the international spread of investments and the use of forward foreign exchange contracts. Borrowings in foreign currencies are entered into to manage the asset exposure to those currencies, which vary according to the asset allocation.


Foreign currency exposure


The table below shows, by currency, the split of the Group's non-sterling monetary assets, liabilities and investments that are priced in currencies other than sterling.



Group

Company

Group

Company



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000


Monetary Assets:






Cash and short term receivables






Japanese yen


20,516

20,474

21,963

21,921


US dollars


16,938

16,938

10,424

10,424


Taiwan dollars


4,412

4,412

2,366

2,366


Euros


1,077

1,068

151

141


Hong Kong dollars


837

837

72

72


Canadian dollars


116

116

-

-


Norwegian kroner


61

61

-

-


Swiss francs


3

3

3

3


Monetary Liabilities:







Other payables







Swedish kroner


(666)

(666)

-

-


Japanese yen


(1,818)

(1,818)

(185)

(185)


US dollars


(6,346)

(6,346)

(3,912)

(3,912)


Taiwan dollars


-

-

(1,985)

(1,985)


Hong Kong dollars


-

-

(72)

(72)


Borrowings under loan facility






Japanese yen


(27,867)

(27,867)

(27,506)

(27,506)


Foreign currency exposure on net monetary items

7,263

7,212

1,319

1,267


Non-Monetary Items:







Investments at fair value through profit or loss that are equities


US dollars


298,658

298,658

199,590

199,590


Japanese yen


22,573

22,573

16,369

16,369


Taiwan dollars


14,670

14,670

12,858

12,858


Korean won


13,355

13,355

7,834

7,834


Euros


12,690

12,690

14,915

14,915


Hong Kong dollars


7,072

7,072

1,860

1,860


Swedish kroner


3,343

3,343

2,831

2,831


Indonesian rupiah


-

-

2,599

2,599


Canadian dollars


-

-

242

242


Australian dollars


-

-

14

14


Total net foreign currency exposure

379,624

379,573

260,431

260,379




During the financial year sterling appreciated by 3.3% against the US dollar (2009: depreciated by 25.2%), depreciated by1.3%) against the Japanese yen(2009: depreciated by 29.6%), appreciated by 2.9% against the Euro, (2009: depreciated by 12.1%)  appreciated by 3.5%  against the Hong Kong dollar, (2009: depreciated by 25.6%)depreciated by 10.7%) against the Korean won(2009: depreciated by 4.3%) and depreciated by 2.1%  against the Taiwan dollar(2009: depreciated by 18.7%).


Foreign currency sensitivity


The following table illustrates the sensitivity of the loss after tax for the year and the value of shareholders' funds in regard to the financial assets and financial liabilities and the exchange rates for the £/US dollar, £/Euro, £/Japanese yen, £/Hong Kong dollar, £/Korean won and £/Taiwan dollar.


It assumes the following changes in exchange rates:


£/US dollar +/- 10% (2009: 10%)


£/Euro +/- 10% (2009: 10%)


£/Japanese yen +/- 15% (2009: 15%)


£/Hong Kong dollar +/- 10% (2009: 10%)


£/Korean won +/- 10% (2009: 10%)


£/Taiwan dollar +/- 15% (2009: 15%)


If sterling had depreciated against the currencies shown, this would have the following effect:








30 April 2010








£'000






Hong Kong


Taiwan



US dollar

Euro

Yen

dollar

Korean won

dollar


Statement of Comprehensive Income - profit after tax
















Revenue return

141

15

5

6

9

60


Capital return

34,361

1,530

2,365

879

1,484

3,367


Change to the profit after tax for the year

34,502

1,545

2,370

885

1,493

3,427










Change to shareholders' funds

34,502

1,545

2,370

885

1,493

3,427
















30 April 2009








£'000






Hong Kong


Taiwan



US dollar

Euro

Yen

dollar

Korean won

dollar


Statement of Comprehensive Income - profit after tax
















Revenue return

123

34

4

8

7

118


Capital return

22,900

1,674

1,910

207

870

2,336


Change to the profit after tax for the year

23,023

1,708

1,914

215

877

2,454










Change to shareholders' funds

23,023

1,708

1,914

215

877

2,454










If sterling had appreciated against the currencies shown, this would have the following effect:
















30 April 2010








£'000






Hong Kong


Taiwan



US dollar

Euro

Yen

dollar

Korean won

dollar










Statement of Comprehensive Income - profit/loss after tax








Revenue return

(115)

(13)

(4)

(5)

(8)

(44)


Capital return

(28,114)

(1,252)

(1,748)

(719)

(1,214)

(2,489)


Change to the profit/loss after tax for the year

(28,229)

(1,265)

(1,752)

(724)

(1,222)

(2,533)










Change to shareholders' funds

(28,229)

(1,265)

(1,752)

(724)

(1,222)

(2,533)
















30 April 2009








£'000






Hong Kong


Taiwan



US dollar

Euro

Yen

dollar

Korean won

dollar


Statement of Comprehensive Income - profit/loss after tax








Revenue return

(101)

(27)

(3)

(6)

(6)

(87)


Capital return

(18,737)

(1,370)

(1,412)

(169)

(712)

(1,727)


Change to the profit/loss after tax for the year

(18,838)

(1,397)

(1,415)

(175)

(718)

(1,814)










Change to shareholders' funds

(18,838)

(1,397)

(1,415)

(175)

(718)

(1,814)












In the opinion of the Directors, neither of the above sensitivity analyses are representative of the year as a whole since the level of exposure changes frequently as part of the currency risk management process used to meet the Company's objectives.




(iii) Interest Rate Risk

Interest rate changes may affect the income received from cash at bank and interest payable on borrowings.

All cash balances earn interest at a variable rate.

The Group finances its operations through its term loans as well as bank overdrafts and any retained gains arising from operations.

The Group uses borrowings in the desired currencies at both fixed and floating rates of interest to both generate the desired interest rate profile and manage the exposure to interest rate fluctuations.

 


Management of the risk

The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis.


 

Interest rate exposure


The exposure, at 30 April, of financial assets and liabilities to interest rate risk is shown by reference to:

§ floating interest rates (i.e. giving cash flow interest rate risk) - when the rate is due to be re-set;

• fixed interest rates (i.e. giving fair value interest rate risk) - when the financial instrument is due for repayment





30 April 2010

30 April 2009



Within one year

More than one year

Total

Within one year

More than one year

Total



£'000

£'000

£'000

£'000

£'000

£'000


Exposure to floating interest rates:








Cash at bank and short-term deposits

42,070

-

42,070

33,729

-

33,729



42,070

-

42,070

33,729

-

33,729


Exposure to fixed interest rates:








Bank loan

(27,867)

-

(27,867)

(27,506)

-

(27,506)



(27,867)

-

(27,867)

(27,506)

-

(27,506)


Total exposure to interest rates

14,203

-

14,203

33,729

-

6,223










Interest rate sensitivity

The sensitivity analysis is based on the Group's monetary financial instruments held at each balance sheet date, with all other variables held constant. The table below illustrates the Group's sensitivity to interest rate movements, with a change of 0.25% p.a. in the rates of interest available to the Group's financial assets and a change of 0.25% p.a in the rates of interest available to the Group's financial liabilities. The effect on the revenue and capital return after tax and the value of shareholders' funds are as follows:



30 April 2010

30 April 2009



Increase in rate

Decrease in rate

Increase in rate

Decrease in rate



£'000

£'000

£'000

£'000


Statement of Comprehensive Income -






profit/loss after tax

36

(36)

16

(16)


Revenue return

-

-

-

-


Capital return

36

(36)

16

(16)


Change to the profit/loss after tax for the year

36

(36)

16

(16)


Change to shareholders' funds








This level of change is considered to be reasonably possible based on observation of current market conditions. This is not representative of the year as a whole, since the exposure changes as investments are made.


(b) Liquidity Risk


Liquidity risk is the possibility of failure of the Group to realise sufficient assets to meet its financial liabilities.


Management of the risk


The Group's assets mainly comprise readily realisable securities which may be sold to meet funding requirements as necessary.


Liquidity risk exposure


The maturity of the Group's existing borrowings are set out in note 17 to the accounts. Short-term flexibility is achieved through the use of overdraft facilities.


At 30 April the financial liabilities comprised of:



Group

Company

Group

Company



30 April 2010

30 April 2010

30 April 2009

30 April 2009



£'000

£'000

£'000

£'000


Due within 1 month:






Balances due to brokers

7,977

7,977

5,969

5,969


Spot foreign exchange contracts awaiting settlement

-

-

72

72


Accruals

334

334

998

998


Due after 1 month and within 3 months:






Bank loan

27,867

27,867

-

-


Due after 1  year:






Bank loan

 -

-

27,506

27,506








(c) Credit Risk


Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits.


Management of the risk


This risk is not considered significant. The Group manages credit risk by using brokers from a database of approved brokers and by dealing through Polar Capital. All cash balances are held with approved counterparties. These arrangements were in place throughout the current year and the prior year.


Credit risk exposure


None of the Group's financial assets are past due or impaired.


(d) Gearing risk


The Company's policy is to increase its exposure to equity markets through the judicious use of borrowings. When borrowings are invested in such markets, the effect is to magnify the impact on Shareholder's funds of changes, both positive and negative, in the value of the portfolio.


Management of the risk


The Company uses short-term loans to manage gearing risk, details of which can be found in note 17.


Gearing risk exposure


The loans are valued at amortised cost, using the effective interest rate method in the financial statements. The Board regulates the overall level of gearing by raising or lowering cash balances.




(e) Capital Management Policies and Procedures


The Company's capital management objectives are:


The Company's capital, or equity, is represented by its net assets which are managed to achieve the Company's investment objective.


The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:


(i)  the planned level of gearing through the Company's fixed rate loan facility and


(ii)  the need to buy back equity shares for cancellation, which takes account of the difference between the net asset value per share and the share price (ie the level of share price discount or premium).


The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.


The Company is subject to externally imposed capital requirements through the Companies Act with respect to its status as a public company.


In addition in order to pay dividends out of profits available for distribution by way of dividend, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by company law. The Company is also subject to externally imposed capital requirements through the loan covenants set out in the loan facility.


These requirements are unchanged since the previous year end and the Company has complied with them.

 

 Status of announcement 

The figures and financial information contained in this announcement are extracted from the Audited Annual Report for the year to 30 April 2010 and do not constitute statutory accounts for the year. The Annual Report and financial statements include the Report of the Independent Auditors which is unqualified and does not contain a statement under either section 498(2) or Section 498(3) of the Companies Act 2006.  The Directors Remuneration Report and certain other helpful shareholder information has not been included in this announcement but  forms part of the Annual Report which will be  available on the Company's website at www.polarcapitaltechnologytrust.co.uk and will be sent to shareholders in late June. 

 

The Annual Report and financial statements for the year ended 30 April 2010 have not yet been delivered to the Registrar of Companies but will be following the Annual General Meeting of the Company on 28 July 2010. The Annual Report and financial statements for the year ended 30 April 2009 have been delivered to the Registrar of Companies

 

The figures and financial information for 2009  are extracted from the published Annual Report and Financial Statements for the year ended 30 April  2009 and do not constitute the statutory accounts for that year.  The Annual Report and Financial Statements has been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or Section 498(3) of the Companies Act 2006

 

AGM 

The Annual Report and separate Notice of Meeting for the Annual General Meeting  will be posted to shareholders in late June and will be available thereafter the company secretary at the Registered Office, 4 Matthew Parker Street London SW1H 9NP or from the company's website at www.polarcapitaltechnologytrust.co.uk

 

The AGM will be held on 28 July 2010 at 12.30 pm  at the Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS.

Certain statements included in this announcement and in the Annual Report and Accounts contain forward-looking information concerning the Company's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the countries, sectors or markets in which the Company operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. For a detailed analysis of the factors that may affect our business, financial performance or results of operations, we urge you to look at the principal risks and uncertainties included in the Business Review of this Annual Report and Accounts. No part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in Polar Capital Technology Trust plc or any other entity, and must not be relied upon in any way in connection with any investment decision. The Company undertakes no obligation to update any forward-looking statements.


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