Annual Financial Report

RNS Number : 8471R

Schroder Income Growth Fund PLC

22 November 2012

ANNUAL REPORT AND ACCOUNTS

Schroder Income Growth Fund Limited (the "Company") hereby submits its annual financial report for the year ended 31 August 2012 as required by the UK Listing Authority's Disclosure and Transparency Rule 4.1.

The Company's Annual Report and Accounts for the year ended 31 August 2012 are also being published in hard copy format and an electronic copy will shortly be available to download from the Company's website http://www.schroderincomegrowthfund.com. Please click on the following link to view the document:

http://www.rns-pdf.londonstockexchange.com/rns/8471R_-2012-11-22.pdf

The Company has submitted its Annual Report and Accounts to the National Storage Mechanism and it will shortly be available for inspection at www.hemscott.com/nsm.do.

Enquiries:

Louise Richard

Schroder Investment Management Limited Tel: 020 7658 6501

Schroder Income Growth Fund plc

Chairman's Statement

Results for the Year and Dividends

During the year under review, the Company's revenue return increased to 10.02 pence per share, representing a rise of 13.5% compared with the 8.83 pence per share for the previous year. This increase largely represents a rise in dividends paid by companies in the portfolio, boosted by a higher than usual amount from special dividends.

The Board has declared total dividends of 9.50 pence per share for the year ended 31 August 2012, representing a yield of 4.8%. In setting the dividend, the Board took into account that a higher than usual proportion of income this year derived from special dividends.

The dividends for the year amount to an increase of 2.2% over the 9.30 pence per share declared in respect of the year ended 31 August 2011. While this increase is marginally short of the rise in the Retail Prices Index of 2.9% over the year, the revenue reserve was increased by £360,000 to £2,827,000, which amounts to 4.10 pence per share. In the prior year, £323,000 of brought forward revenue reserve was utilised to fund the dividend.

Investment Performance

During the year under review, the Company produced a net asset value total return of 12.4%. This compares favourably with the FTSE All-Share Index, which produced a total return of 10.2% during the year. Detailed comment on performance may be found in the Investment Manager's Review on page 6 of the Annual Report.

The discount of the Company's share price to net asset value narrowed during the year to 4.1% as at 31 August 2012 compared to 4.3% at the start of the year. The average discount for the year was 5.3%. The share price total return for the year was 12.5%.

Following the year end, markets have continued to rise. During the two months ended 31 October 2012, the Company produced a net asset value total return of 2.8% compared with a total return of 2.1% for the FTSE All-Share Index.

The share price at 31 October 2012 was 200.0 pence, representing a discount to net asset value of 3.7%.

Share Purchases and Treasury Shares

The Company continued to monitor the share price discount to net asset value during the year. No shares were purchased during this time. The Board continues to consider share buy-backs as one of a number of tools that may be used to enhance shareholder value and to reduce the discount volatility. It is therefore proposed that the authority to purchase up to 14.99% of the Company's issued share capital for cancellation granted to the Company at the Company's Annual General Meeting held in December 2011 be renewed at the forthcoming Annual General Meeting.

Gearing

During the year under review, the Company entered into a credit facility with Scotiabank Europe PLC, initially of £7 million and subsequently increased to £15 million. At the year end gearing stood at 3.8%. The gearing is provided under a revolving credit facility in order to provide financing flexibility. The Board has established parameters within which the use of gearing is operated and the level and use of gearing is reviewed regularly by the Board.

Appointment of a Non-Executive Director and Board Composition

As previously announced, the Board was pleased to appoint Mrs Bridget Guerin as a non-executive Director of the Company with effect from 1 June 2012. Mrs Guerin's biographical details can be found on the inside front cover of the Annual Report.

In accordance with the Company's Articles of Association, a resolution to elect Mrs Guerin as a Director of the Company will be proposed at the forthcoming Annual General Meeting.

As part of the planned progressive refreshment of the Board, one of its longer-serving Directors will be retiring during the current financial year.

Removal of Prohibition on Distributions from Capital

Following a change in legislation earlier this year, investment trusts may now distribute capital profits. Under the previous legislation, there was a requirement for the Company's Articles to contain a prohibition on the distribution of capital profits by way of a dividend or otherwise than by way of repurchase of the Company's shares. In order to align the Company's constitution with the new regulations, a special resolution will be proposed at the forthcoming Annual General Meeting to amend the Company's Articles of Association by deleting Article 151, which prohibits the distribution of capital profits.

The Directors do not currently intend to utilise the ability to pay distributions from capital. However they believe that it is in the best interests of the Company and its shareholders to make this change to the Company's Articles of Association, a move which is expected to become standard practice across the industry.

There are no proposals to change the Company's investment policy.

Annual General Meeting

The Company's Annual General Meeting will be held at 2.30 p.m. on Tuesday, 18 December 2012. As in previous years, the meeting will include a presentation by the Investment Manager on the Company's investment strategy and market prospects.

Outlook

During the year the investment portfolio has been partly repositioned to a greater weighting in companies where the Manager expects higher potential for growth and increased dividends over time. This should put the Company in a better position to meet the investment objective of providing real growth of income in the longer term. It remains the Board's intention to return to the situation in most of the Company's history when the dividend increased annually faster than inflation.

Sir Paul Judge

Chairman

21 November 2012

Investment Manager's Review

The Company's net asset value total return in the 12 months to 31 August 2012 was 12.4%, compared to 10.2% from the FTSE All-Share (source: Morningstar and Thomson Financial Datastream).

Review of the Year

Despite the global economic and political uncertainty, the last 12 months have been a good time for investing in UK equities, and particularly for income investing. This has been due to two factors.

Firstly, central banks have continued to support their financial systems, most notably in the Eurozone last autumn and again this summer. This has - at least temporarily - calmed some of the concern about the Eurozone, has underpinned bond markets and kept interest rates close to zero, all of which has offset the pessimism of a year ago.

Secondly, while the challenges facing UK policymakers remain significant, most listed UK companies are doing well. Many are diversified geographically, with a growing presence in emerging economies that have faster growth than the developed world. Most have strong balance sheets and rationalised cost structures after the 2008-10 cutbacks; and aggregate profitability is close to its peak.

One consequence of particular relevance for the Company has been rising company dividends. The UK domestic economy has barely changed in real terms for nearly two years, but dividends have grown above the rate of inflation. The Company's dividend income rose 12% last year, pulling earnings above the pre-recession peak of 2008. The total was boosted by special dividends from Vodafone, easyJet and Admiral, but even excluding these the dividend income rose 7%.

Performance

The portfolio is balanced between higher-yielding stocks where we believe the dividend is secure but where growth will be modest, and companies capable of growing their dividend through rising earnings or increased pay-outs. The concentration on companies capable of growing their dividends explains some of the portfolio's outperformance of the broader market over the last year. Investors have reacted to low bond yields and macroeconomic uncertainty by buying higher-yielding stocks where profit and dividend prospects have looked predictable. Thus the best performing holdings have included cigarette companies British American Tobacco and Imperial Tobacco, and telecom companies Vodafone and BT. Company-specific successes included insurer Legal & General and caterer Compass, while the portfolio also benefited from holding little in mining shares, given falls in commodity prices. The biggest disappointment was KPN, the Dutch telecom company bought originally as diversification but where local pricing pressure has been greater than expected.

A small number of holdings have been added in the last year, such as Swedbank, easyJet and AMEC, financed through sales of Pearson, Admiral and RSA Insurance. Income from covered call options grew to nearly 3% of total income, while 6% of the portfolio at year end was invested in non-UK companies.

Outlook

Growth in most developed countries remains weak, parts of the emerging world (eg China) are slowing and the Eurozone's financial problems remain. It would be misleading to suggest that we have a clear picture of how these challenges will be resolved. The portfolio is being managed more by concentrating on how individual companies are doing and whether the market is undervaluing their potential. At the moment we take comfort from the number of holdings where the business is well-positioned and where management have the potential to increase the dividend.

These factors are illustrated by some of the portfolio's larger holdings (for example British American Tobacco, Legal & General, GSK, Reed and Imperial Tobacco). While we have complemented these with cyclical holdings (eg Daily Mail and General Trust, Yule Catto and Intermediate Capital) where valuations are sufficiently low that the shares should perform well with even modest improvements in economic activity. We also continue to look to a limited amount of covered call options, non-UK holdings and gearing to boost and diversify the Company's income.

Schroder Investment Management Limited

21 November 2012

Principal Risks and Uncertainties

The Board has adopted a matrix of key risks which affect its business and a robust framework of internal controls which is designed to monitor those risks to enable the Directors to mitigate them as far as possible and which assists in determining the nature and extent of the significant risks the Board is willing to take in achieving its strategic objectives. A full analysis of the Directors' system of internal control and its monitoring system is set out in the Corporate Governance Statement on page 22 of the Annual Report. The principal risks to the business are considered to be as follows:

Financial Risk

The Company is exposed to the effect of market fluctuations due to the nature of its business. A significant fall in the UK stock market would have an adverse impact on the market value of the Company's underlying investments. The Board considers the risk profile of the portfolio at each Board meeting and discusses with the Manager appropriate strategies to mitigate any negative impact arising from substantial changes in markets.

A full analysis of the financial risks facing the Company is set out in note 20 on pages 35 to 38 of the Annual Report.

The Company utilises a credit facility, currently in the amount of £15 million, which increases the funds available for investment through borrowing ("gearing"). Therefore, in falling markets, any reduction in the net asset value and, by implication, the consequent share price movement is amplified by the gearing. The Directors keep the Company's gearing under review and impose restrictions on borrowings to mitigate this risk.

Strategic Risk

Over time, investment vehicles and asset classes can become out of favour with investors, or may fail to meet their investment objectives. This may result in a wide discount of the share price to underlying asset value. The Board periodically reviews whether the Company's investment remit remains appropriate and continually monitors the success of the Company in meeting its stated objectives.

Accounting, Legal and Regulatory Risk

In order to continue to qualify as an investment trust, the Company must comply with the requirements of Section 1158 of the Corporation Tax Act 2010. Should the Company not comply with these requirements, it might lose investment trust status and capital gains within the Company's portfolio could, as a result, be subject to UK Capital Gains Tax.

Breaches of the UK Listing Rules, the Companies Act or other laws or regulations with which the Company is required to comply, could lead to a number of detrimental outcomes and damage the Company's reputation. Breaches of controls by service providers, including the Manager, could also lead to reputational damage or loss.

The Board's system of internal control seeks to mitigate the potential impact of these risks. The Board also relies on its advisers to assist it in ensuring continued compliance with relevant laws and regulations.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Report of the Directors, the Remuneration Report and the accounts in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 Company and of the profit or loss of the Company 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements respectively; and

• 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 enable them to ensure that the financial statements and the Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Report of the Directors, Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.

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 accounts may differ from legislation in other jurisdictions.

Each of the Directors, whose names and functions are set out on the inside front cover of the Annual Report, confirms that, to the best of his/her knowledge:

• the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company; and

• the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

Going Concern

The Directors believe that, having considered the Company's investment objectives (see inside front cover), risk management policies (see note 20 to the accounts on pages 35 to 38 of the Annual Report), capital management policies and procedures (see note 21 to the accounts on page 38 of the Annual Report), the nature of the portfolio and expenditure projections, that the Company has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence for the foreseeable future. For these reasons, they consider that there is reasonable evidence to continue to adopt the going concern basis in preparing the financial statements.

Income Statement

for the year ended 31 August 2012

2012 2011

Revenue Capital Total Revenue Capital Total

£'000 £'000 £'000 £'000 £'000 £'000

――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――――

Gains on investments held at fair value
through profit or loss - 9,359 9,359 - 5,346 5,346

Net foreign currency gains - 2 2 - 14 14

Income from investments 7,627 26 7,653 6,786 - 6,786

Other interest receivable and similar income 232 - 232 108 - 108

Gross return 7,859 9,387 17,246 6,894 5,360 12,254

Investment Management fee (589) (589) (1,178) (555) (555) (1,110)

Performance fee - (127) (127) - (120) (120)

Administrative expenses (303) - (303) (247) - (247)

Net return before finance costs and taxation 6,967 8,671 15,638 6,092 4,685 10,777

Finance costs (31) (31) (62) - - -

Net return on ordinary activities before taxation 6,936 8,640 15,576 6,092 4,685 10,777

Taxation on ordinary activities (50) - (50) (27) - (27)

Net return on ordinary activities after taxation 6,886 8,640 15,526 6,065 4,685 10,750

Return per Ordinary share 10.02p 12.58p 22.60p 8.83p 6.82p 15.65p

The "Total" column of this statement is the profit and loss account of the Company. The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. The Total column includes all the information that is required to be disclosed in a Statement of Total Recognised Gains and Losses ("STRGL"). For this reason a STRGL has not been presented.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

Reconciliation of Movements in Shareholders' Funds

for the year ended 31 August 2012

Called-up Capital Share Warrant

share Share redemption purchase exercise Capital Revenue

capital premium reserve reserve reserve reserves reserve Total

£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000

At 31 August 2010 6,869 7,404 2,011 34,936 1,596 71,728 5,744 130,288

Net return on ordinary
activities - - - - - 4,685 6,065 10,750

Dividends paid in the year - - - - - - (6,251) (6,251)

At 31 August 2011 6,869 7,404 2,011 34,936 1,596 76,413 5,558 134,787

Net return on ordinary
activities - - - - - 8,640 6,886 15,526

Dividends paid in the year - - - - - - (7,213) (7,213)

At 31 August 2012 6,869 7,404 2,011 34,936 1,596 85,053 5,231 143,100

Balance Sheet

at 31 August 2012

2012 2011

£'000 £'000

Fixed assets

Investments held at fair value through profit or loss 145,852 132,913

Current assets 3,122 1,015

Debtors 3,122 1,015

Cash and short-term deposits 1,316 1,314

4,438 2,329

Current liabilities

Creditors: amounts falling due within one year (7,190) (445)

Derivative financial instruments held at fair value through
profit or loss - written options - (10)

(7,190) (455)

Net current (liabilities)/assets (2,752) 1,874

Total assets less current liabilities 143,100 134,787

Net assets 143,100 134,787

Capital and reserves

Called-up share capital 6,869 6,869

Share premium 7,404 7,404

Capital redemption reserve 2,011 2,011

Share purchase reserve 34,936 34,936

Warrant exercise reserve 1,596 1,596

Capital reserves 85,053 76,413

Revenue reserve 5,231 5,558

Total equity shareholders' funds 143,100 134,787

Net asset value per share 208.33p 196.23p

These accounts were approved and authorised for issue by the Board of Directors on 21 November 2012 and signed on its behalf by:

Sir Paul Judge

Chairman

Cash Flow Statement

for the year ended 31 August 2012

2012 2011

£'000 £'000

Net cash inflow from operating activities 6,149 5,418

Servicing of finance

Interest paid (48) -

Net cash outflow from servicing of finance (48) -

Taxation

Overseas tax paid (68) (55)

Investment activities

Purchases of investments (38,023) (39,890)

Sales of investments 32,477 41,009

Special dividend received allocated to capital 26 -

Net cash (outflow)/inflow from investment activities (5,520) 1,119

Dividends paid (7,213) (6,251)

Net cash (outflow)/inflow before financing (6,700) 231

Financing

Loan drawn down 6,700 -

Net cash inflow from financing 6,700 -

Net cash inflow in the year - 231

Notes to the Accounts

for the year ended 31 August 2012

1. Accounting Policies

The accounts are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ("UK GAAP") and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (the "SORP") issued by the Association of Investment Companies in January 2009. All of the Company's operations are of a continuing nature.

The accounts have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of investments at fair value.

The policies applied in these accounts are consistent with those applied in the preceding year.

2. Income

2012 2011

£'000 £'000

Income from investments:

UK dividends 6,912 6,423

Overseas dividends 715 363

7,627 6,786

Other interest receivable and similar income:

Premiums receivable from written options 227 101

Deposit interest 5 7

232 108

Total income 7,859 6,894

Capital:

Special dividend, allocated to capital 26 -

3. Investment Management fee

2012 2011

Revenue Capital Total Revenue Capital Total

£'000 £'000 £'000 £'000 £'000 £'000

Investment management fee 589 589 1,178 555 555 1,110

Performance fee - 127 127 - 120 120

589 716 1,305 555 675 1,230

4. Return per share

2012 2011

£'000 £'000

Revenue return 6,886 6,065

Capital return 8,640 4,685

Total return 15,526 10,750

Weighted average number of Ordinary shares in issue during the year 68,688,343 68,688,343

Revenue return per share 10.02p 8.83p

Capital return per share 12.58p 6.82p

Total return per share 22.60p 15.65p

5. Net asset value per share

2012 2011

Net assets attributable to Ordinary shareholders (£'000) 143,100 134,787

Shares in issue at the year end 68,688,343 68,688,343

Net asset value per share 208.33p 196.23p

6. Transactions with the Manager

The Company has appointed Schroder Investment Management Limited, a wholly owned subsidiary of Schroders plc, to provide investment management, accounting and company secretarial services. If the Company invests in funds managed or advised by the Manager or any of its associated companies, those funds are excluded from the assets used for the purposes of the management fee calculation and therefore attract no fee. There is also a performance fee agreement in place. Details of the management and performance fee calculations are given in the Report of the Directors on page 13 of the Annual Report.

The management fee payable in respect of the year ended 31 August 2012 amounted to £1,178,000 (2011: £1,110,000) of which £279,000 (2011: £261,000) was outstanding at the year end. A performance fee amounting to £127,000 (2011: £120,000) is also payable for the year and the whole of this amount (2011: same) was outstanding at the year end.

No Director of the Company served as a director of Schroder Investment Management Limited, or any member of the Schroder Group, at any time during

the year.

7. Status of announcement

2011 Financial Information

The figures and financial information for 2011 are extracted from the published Annual Report and Accounts for the year ended 31 August 2011 and do not constitute the statutory accounts for that year. The Annual Report and Accounts have 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.

2012 Financial Information

The figures and financial information for 2012 are extracted from the Annual Report and Accounts for the year ended 31 August 2012 and do not constitute the statutory accounts for the year. The Annual Report and Accounts 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 Annual Report and Accounts will be delivered to the Registrar of Companies in due course.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR BKBDBFBDDADB