Annual Financial Report

Securities Trust of Scotland plc Annual report Year to 31 March 2009 The financial information set out below does not constitute the company's statutory accounts for the years ended 31 March 2009 or 2008 but is derived from those accounts. Statutory accounts for 2008 have been delivered to the Registrar of Companies and those for 2009 will be delivered following the company's annual general meeting. The auditor's have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s237(2) or (3) Companies Act 1985. Copies of the Annual Report and Accounts for the year ended 31 March 2009 have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS. A copy of the full annual report can be downloaded at www.securitiestrust.com The annual general meeting of the company will be held at the offices of Martin Currie, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2ES on Wednesday 22 July 2009 at 12.30pm. Full notice of the meeting can be found within the Annual Report and Accounts. The unedited full text of those parts of the annual report and accounts for the year ended 31 March 2009, which require to be published are set out on the following pages. Financial Summary Key data As at As at 31 % change 31 March March 2008 2009 Net asset value 75.41p 123.92p -39.1% per share Benchmark* 1,984.17 2,927.05 -32.2% Share price 66.25p 116.00p -42.9% Discount** 12.15% 6.39% *FTSE All Share ** The volatility in stock markets resulted in a significant widening of the discount prior to the 31 March 2009, the cumulative average discount (on a cum- income basis) for the 12 weeks prior to the year end was 5.1%. Income As at As at 31 31 March March 2008 2009 Revenue return 5.41p 5.68p per share Dividend per 5.45p 5.45p share Total expenses As at As at 31 31 March March 2008 2009 As percentage of 0.7% 0.6% shareholders' funds Annual total returns with dividends reinvested over 12 month periods to 31 March 2009 2008 2007 2006* Securities (39.1%)(14.5%)17.0% 34.5% Trust share price FTSE All (29.3%)(7.7%) 11.1% 32.2% Share index Securities (35.9%)(15.0%)13.5% 33.5% Trust net asset value per share *since launch on 28 June 2005 Source: Fundamental Data Chairman's Statement Welcome to the latest report covering the 12 months to 31 March 2009. After five years of rising stock markets between 2002 and 2007, we have now had two successive years of negative returns for equities in the UK. As Ross Watson says in his report, the cuts in dividends in the UK led to a 6.9% fall in income received by the portfolio. This brings to an end a long period of strong dividend growth for UK companies. In the period under review the total return of the net asset value per share fell by 35.9%, compared with the 29.3% fall in the FTSE All-Share Index. Income- orientated investments were some of the hardest hit over the past year as dividends, normally a resilient source of value, came under significant pressure. Dividends At 31 March 2009 the company's shares offered a yield of 8.2%, compared to the 5.1% available from the FTSE All-Share Index. The revenue return over the year to 31 March was 5.41p per share a fall of 4.8% compared to 5.68p in the previous year. Three interim dividends of 1.15p per share have already been paid and the board has declared a fourth interim dividend of 2.00p per share making a total of 5.45p per share. This will be paid on 30 June 2009 to shareholders on the register on 5 June 2009. We have maintained the dividend at the level that was paid in to the year to 31 March 2008. In order to achieve this we have marginally dipped into revenue reserves. Although the outlook for dividends is challenging the board will endeavour to maintain the current dividend to 31 March 2010. Revenue hedging In recent years the proportion of the company's revenue that is declared in US dollars has increased and currency fluctuations have meant that revenue forecasting has become more uncertain. In order to offset these fluctuations the company has taken out forward contracts to hedge the expected revenue from a number of portfolio constituents. In aggregate, this will protect 61.8% of the remaining US dollar denominated dividends for the period to March 2010 at a rate of $1.5650. Borrowing We continued to maintain a low level of borrowing throughout the year, reflecting our manager's prudent approach. Gearing remained well below the maximum permitted level of 15% throughout the year. Discount management The cumulative average discount to net asset value at which shares traded over the 12 weeks prior to the year-end was 2.91% on an ex-income basis. Looking to the future A year ago I stated that the economic outlook was likely to be testing and this would be reflected in lower profit and dividend growth at the company level. With UK savings rates so low, investors looking for a regular income are not spoiled for choice. Government bonds have been in demand during a `flight to quality', but the 10-year gilt yield fell to just 3%. The corporate bonds of some large, secure companies offer attractive opportunities, but yields are likely to fall. In this environment, the attraction of investing in companies that have a commitment to paying solid, reliable dividends is, I believe, a strong one. Our investment manager is confident that the majority of large companies that will cut their dividends have already done so and that there are good opportunities to buy into companies with both an attractive starting yield and the prospect of dividend growth. Many of these are larger, more defensive companies that are inexpensive and although they are not yet back in favour with investors we believe they will be in due course. The current economic uncertainty should create a number of selective buying opportunities from which we expect shareholders to benefit. Neil Donaldson 26 May 2009 Manager's Review The twelve months under review have been one of the worst periods for equity investors for many years for not only have capital values fallen very sharply but dividends, normally a more resilient source of value, have also come under pressure. The period began with equities rising, benefiting from the belief that the liquidity crisis affecting the banking market would not seriously impact economic activity. Commodity prices including oil were trading at record levels as investors expected strong demand to continue. Within a few months sentiment had changed markedly as economic activity weakened rapidly and the survival of many banks became a pressing issue. The support given to the UK banking system may have stabilised the situation but existing investors were heavily diluted. The fall in activity has been so sharp that the UK economy may contract by close to 4% during 2009. Equities fell sharply as the outlook for profits deteriorated and the fall in the FTSE All-Share of 32.2% was the worst for many years. The income bias of the equity portfolio did not provide the support that might have been expected and fell by 32.1%. The capital return of the net asset value was (39.1%). The worst performing sectors within the market were inevitably those most exposed to the turmoil in financial markets with banks, real estate and life assurance amongst those worst hit. Within the portfolio the biggest contributors to the under performance were Aviva, a life assurance company, and Intermediate Capital Group which invests in corporate buyouts and reorganisations. Both were hit by falling investment values within their portfolios and concerns about their dividends and capital position. The strong cash flow and consistent dividend growth at BAT have meant that it has been a significant part of the portfolio for some time and these strengths meant that it made the biggest positive contribution to performance. It was followed by Next, the retailer, which did well despite a difficult background for the consumer. Active management of costs and stocks meant that it generated a strong cash flow. The number of holdings within the portfolio was reduced over the period as stocks sold were not replaced with new ideas. This reflected the cautious view of the managers in assessing new opportunities for investment. Stocks sold included Wolseley, Persimmon, Inchcape, Johnston Press, BT and Barclays. In addition, the holding in Lloyds Banking Group was further reduced. In recent weeks however a number of new holdings, including WPP and Friends Provident have been added to the portfolio. Other new holdings included Unilever, Petrofac, Carillion and Royal Sun Alliance. In addition to sharp falls in capital values UK investors have had to contend with significant reductions in dividends from a number of companies, particularly the UK banks. Even the strongest bank, HSBC, has now halved its dividend. The loss of dividends from this sector made the biggest contribution to the 6.9% fall in income received by the portfolio as growth in other holdings did not compensate. The reduction in dividend income brings to an end a long period of strong dividend growth for UK shareholders. The outlook for dividends remains difficult but I believe that the majority of companies that will cut their dividends, particularly larger ones, have already done so. The year to March 2010 will be the most difficult one for income generation for the portfolio but I do not expect a significant reduction from current forecasts. There are opportunities to buy companies with both an attractive starting yield and the prospect of dividend growth. Many of these are larger, more defensive companies that are inexpensive although they are not currently favoured by the stock market. The economic background is very difficult. Equity values have however already started to rally in anticipation of a better outlook, even if a return to trend economic growth takes some years. Shares in early cycle sectors such as house builders and retailers reached their lowest levels several months ago. The UK banks have also rallied sharply from their lowest levels as fears over nationalisation have eased. It will be some years before dividend payments from many of these stocks resume however. A notable feature of the stock market in recent months has been the large number of companies raising new equity capital to repair their balance sheets. This is a sign of confidence in the future by investors, although much of the money has come by selling other stocks. More companies can be expected to follow suit. The recent rally in equity prices is welcome although share prices remain well below the levels of last summer. Sentiment has certainly improved but equity prices remain vulnerable to setbacks on disappointing economic data or renewed concerns over financial markets. I believe, however, that equity investors may look forward to better returns over the medium term than they have endured over the last year. Portfolio Summary Portfolio distribution as at 31 March 2009 By asset class 2009 2008 % % Equities 106 107 Fixed interest 4 3 Cash 2 1 Less borrowings (12) (11) 100 100 By Sector 2009 2008 (excluding cash) % % Oil and gas 20 12 Financials 17 31 Consumer goods 12 12 Consumer services 10 8 Healthcare 10 5 Industrials 10 9 Basic materials 7 10 Telecommunications 6 7 Utilities 6 5 Technologies 2 1 100 100 Market Securities Trust of FTSE All-Share capitalisation Scotland of equity investments Weighting No. of Weighting No. of % stocks % stocks 2009 2008 2009 2008 2009 2008 2009 2008 FTSE 100 79.0 77.6 27 30 87.3 83.9 100 100 FTSE 250 17.6 18.2 15 18 10.8 13.1 250 250 FTSE 350 96.6 95.8 42 48 98.1 97.0 350 350 FTSE small cap 2.4 1.4 3 2 1.9 3.0 260 310 Non-index 1.0 2.8 3 4 - - - - stocks 100.0 100.0 48 54 100.0 100.0 610 660 Largest Holdings 2009 2009 2008 2008 Market % of Market % of Value total value total £000 portfolio £000 portfolio BP 8,212 9.83 8,917 6.47 Royal Dutch 6,948 8.32 7,697 5.58 Shell British American 5,046 6.04 8,486 6.16 Tobacco GlaxoSmithKline 5,012 6.00 4,271 3.10 Vodafone 4,527 5.42 5,565 4.04 AstraZeneca 3,136 3.76 2,411 1.74 BAE Systems 2,839 3.40 2,718 1.97 Scottish and 2,633 3.15 3,721 2.70 Southern Energy Imperial Tobacco 2,582 3.09 2,546 1.84 National Grid 2,417 2.89 3,417 2.48 HSBC 2,232 2.67 8,806 5.87 Next 2,222 2.66 1,911 1.39 BHP Billiton 2,115 2.53 2,282 1.66 Aviva 1,796 2.15 5,947 4.31 Go-Ahead 1,699 2.03 944 0.68 RSA Insurance 1,652 1.98 - - Unilever 1,634 1.96 - - Rio Tinto 1,631 1.95 3,632 2.64 Melrose 1,291 1.55 - - Sage 1,257 1.50 1,397 1.01 United Kingdom Market Value % of total £ portfolio BP 8,211,536 9.83 Royal Dutch Shell 6,948,474 8.32 British American 5,046,383 6.04 Tobacco GlaxoSmithKline 5,012,059 6.00 Vodafone 4,526,702 5.42 AstraZeneca 3,136,349 3.76 BAE Systems 2,839,313 3.40 Scottish and 2,633,287 3.15 Southern Energy Imperial Tobacco 2,581,977 3.09 National Grid 2,417,493 2.89 HSBC 2,231,583 2.67 Next 2,221,791 2.66 BHP Billiton 2,114,549 2.53 Aviva 1,796,477 2.15 Go-Ahead 1,698,642 2.03 RSA Insurance 1,651,800 1.98 Unilever 1,633,608 1.96 Rio Tinto 1,631,229 1.95 Melrose 1,291,337 1.55 Sage 1,256,621 1.50 Petrofac 1,145,183 1.37 Hiscox 1,095,819 1.31 Wincanton 1,067,240 1.28 Carillion 1,053,672 1.26 Savills 1,050,303 1.26 Admiral 1,038,982 1.24 Croda 976,313 1.17 Halfords 967,488 1.16 Land Securities 919,524 1.10 Abbey National 906,442 1.09 (10.375% preference shares) Babcock 877,696 1.05 international IMI 838,358 1.00 Informa 831,676 1.00 3i Infrastructure 824,769 0.99 General Accident 820,000 0.98 (7.875% preference shares) United Business 815,094 0.98 Media WPP 812,007 0.97 Premier Foods 799,689 0.96 Elementis 730,769 0.88 Man Group 677,217 0.81 Tullett Prebon 619,607 0.74 Lloyds Banking 539,000 0.65 Group (9.75% preference shares) Corporate Services 532,315 0.64 (10% guaranteed loan note) Intermediate 508,427 0.61 Capital TUI Travel 505,158 0.60 Rugby Estates 473,641 0.57 Investment Trust Royal Bank of 358,448 0.43 Scotland Lloyds Banking 287,443 0.34 Group Summit Germany 206,298 0.25 SIG 150,966 0.18 NR Nordic and 105,274 0.13 Russia Properties Friends Provident 96,218 0.12 Total portfolio 83,512,246 100.0 Revenue and dividends Gross revenue for the year amounted to £6,224,000 (2008: £6,682,000) and the revenue return per share was 5.41p (2008: 5.68p). Interim dividends totalling 5.6p have been paid during the year. The directors recommend a fourth interim dividend of 2.00p per share payable on 30 June 2009 to holders on the register at the close of business on 5 June 2009, making a total for the period of 5.45p (2008: 5.45p). Related Party Transactions There were no related party transactions during the year. Going concern status After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly they adopt the going concern basis in preparing the annual report and accounts. The company has a loan facility of £20,000,000 which expires in June 2009, of which £9,000,000 was drawn down at the year end date. The purpose of the facility is to enable the manager to enhance the return for shareholders by borrowing and investing where the return is expected to exceed the cost of borrowing. Therefore the company has adequate financial resources in the form of readily realisable listed securities and as a result the directors assess that the company is able to continue in operational existence without the facility. Risks and Uncertainties Management of principal risks With the assistance of the manager, the board has drawn up a risk matrix, which identifies the key risks to the company. These key risks fall broadly under the following categories and the implementation of specific mitigating measures and procedures has taken place in order to reduce the probability and impact of each risk to the greatest extent possible. Risk Mitigation Loss of s842 status - In order to qualify as an investment trust, the company must comply with Section 842 of the Income and Corporation Taxes Act 1988. Section 842 qualification criteria are continually monitored by Martin Currie. Operational disruption at the manager's premises - Martin Currie has in place a full disaster recovery and business continuity plan which facilitates continued operation of the business should the manager's premises be subject to operational disruption. The plan, including a full staff call chain test, was last tested in November 2008 with successful results. The manager maintains a fully operational off-site disaster recovery centre for use by key staff during any disruption. Regulatory, accounting/internal control breach - The company must comply with the Companies Acts 1985 and 2006 and the UKLA Listing Rules. The board relies on the services of its company secretary and its professional advisers to ensure compliance. Details of how the board monitors the services provided by Martin Currie and the key elements designed to provide effective internal control are included within the internal control section of the Corporate Governance Report. Loss of investment team or Investment Manager - The manager takes steps to reduce the likelihood of such an event by ensuring appropriate succession planning and the adoption of a team based approach, as well as special efforts to retain key personnel. Failure to manage the discount - The board regularly discusses discount policy and has set parameters for the manager and the company's broker to follow. Investment underperformance - The board manages the risk of investment underperformance by diversification of investments and through a set of investment restrictions and guidelines that are monitored and reported on by the manager. The board monitors the implementation and results of the investment process with the manager, who attends all board meetings, and reviews data that show statistical measures of the company's risk profile. Interest rate risk - From time to time the company finances its operations through bank borrowings. The amount of such borrowings will not exceed 15% of the company's total assets. Details are provided in note 17 to the financial statements. Currency risk - The board regularly monitors the impact of currency rate risk. In recent years the proportion of the company's revenue that is declared in US dollars has increased and currency fluctuations have meant that revenue forecasting has become more uncertain. In order to offset these fluctuations the company has taken out forward contracts to hedge the expected revenue from a number of portfolio constituents. In aggregate, this will protect 61.8% of the remaining US dollar denominated dividends for the period to March 2010 at a rate of $1.5650. Counterparty risk - Martin Currie monitors counterparty relationships on behalf of the board. This process includes identifying major counterparties, mapping exposure and analysing the risks through Martin Currie's risk, compliance, dealing, operations and middle office teams. The aim is to enable the board to determine an appropriate level of counterparty risk exposure, and to diversify or mitigate this, as required. This process is subject to continual monitoring and review with any recommendations made to the board. Directors' Responsibility The directors are responsible for preparing the Annual 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 which give a true and fair view of the state of affairs of the company as at the end of the year and of the net return for the year. In preparing those financial statements, the directors are required to: - Select suitable accounting policies and then apply them consistently; - Make judgments and estimates that are reasonable and prudent; - State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - Prepare the financial statements on the going concern basis unless it is inappropriate to assume that the company will continue in business. The directors confirm that the financial statements comply with the above requirement. The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Acts 1985 and 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The financial statements are published on the www.securitiestrust.com website, which is maintained by the company's investment manager. The maintenance and integrity of the website maintained by Martin Currie is, so far as it relates to the company, the responsibility of Martin Currie. In accordance with Chapter 4 of the Disclosure and Transparency Rules, and to the best of their knowledge, each director of Securities Trust of Scotland plc ("the company") confirms that the financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the company. Furthermore each director certifies that 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 the company faces. Edward Murray Chairman of the Audit Committee 26 May 2009 Income Statement Year ended 31 March 2009 Notes Revenue Capital Total £000 £000 £000 Losses on 8 - (48,939) (48,939) investments Currency - (3) (3) (losses)/gains Income 3 6,224 63 6,287 Investment (83) (154) (237) management fee VAT 16 54 148 202 recoverable on Investment management fee Other 4 (453) - (453) expenses Net return 5,742 (48,885) (43,143) before finance costs and taxation Finance Costs 5 (219) (406) (625) - debt Finance Costs 6 (5,694) - (5,694) - shareholders' funds Return on (171) (49,291) (49,462) ordinary activities before taxation Taxation on 7 (5) - (5) ordinary activities Return (176) (49,291) (49,467) attributable to ordinary redeemable shareholders Returns per 2 5.41p (48.34p) (42.93p) ordinary redeemable share Year ended 31 March 2008 Notes Revenue Capital Total £000 £000 £000 Losses on 8 - (26,985)(26,985) investments Currency - 10 10 (losses)/gain s Income 3 6,682 635 7,317 Investment (142) (264) (406) management fee VAT 16 - - - recoverable on Investment management fee Other 4 (441) - (441) expenses Net return 6,099 (26,604)(20,505) before finance costs and taxation Finance Costs 5 (301) (558) (859) - debt Finance Costs 6 (6,368) - (6,368) - shareholders' funds Return on (570) (27,162)(27,732) ordinary activities before taxation Taxation on 7 (3) - (3) ordinary activities Return (573) (27,162)(27,735) attributable to ordinary redeemable shareholders Return per 2 5.68p (26.64p)(20.96p) ordinary redeemable share The total columns of this statement are the profit and loss accounts of the company. The revenue and capital items are presented in accordance with The Association of Investment Companies (AIC) SORP. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. A statement of total recognised gains and losses is not required as all gains and losses of the company have been reflected in the above statement. Balance sheet As at 31 As at 31 March 2009 March 2008 Note £000 £000 £000 £000 Non-current assets Investments at fair value through profit or loss Listed on 83,407 137,823 Exchanges in the UK Listed on 105 - Exchanges abroad 8 83,512 137,823 Current Assets Loans and 9 1,031 1,994 receivables Cash at bank 3,198 451 4,229 2,445 Creditors Amounts falling 10 (10,850) (13,910) due within one year Net current (6,621) (11,465) liabilities Shareholders' 76,891 126,358 funds (prior to shareholders' redemption liability) Creditors Distributable 11 (74,065) (123,356) capital and reserves attributable to shareholders on redemption 2,826 3,002 Distributable capital and reserves Revenue reserve 2,826 3,002 Net asset value 2 75.41p 123.92p per ordinary redeemable share (prior to shareholders' redemption liability) The revenue reserve represents the amount of the company's reserves distributable by way of dividend. The aggregate amount of called up share capital is £1,019,702 Statement of cash flow Note Year to 31 Year to 31 March 2009 March 2008 £000 £000 £000 £000 Net cash inflow 13 6,406 5,836 from operating activities Servicing of finance Finance costs - (629) (878) debt Finance costs - (5,694) (6,368) equity Net cash (6,323) (7,246) outflow from servicing of finance Taxation Overseas (5) (3) taxation paid Net cash (5) (3) outflow from taxation Capital expenditure and financial investment Payments to (19,632) (44,647) acquire investments Receipts from 26,854 45,335 disposal of investments Net cash inflow 7,222 688 from investing activities Net cash 7,300 (725) inflow/(outflow ) before use of liquid resources and financing Financing Net movement in (4,550) (450) short-term borrowings Net cash (4,550) (450) outflow from financing Increase/(decre 2,750 (1,175) ase) in cash for the year Reconciliation of net cash flow to movements in net debt Increase/(decre 2,750 (1,175) ase) in cash as above Net movement in 4,550 450 short-term borrowings Change in net 7,300 (725) debt resulting from cash flows Foreign (3) 10 exchange movements Movement in net 7,297 (715) debt in the year Opening net (13,099) (12,384) debt Closing net (5,802) (13,099) debt Reconciliation of movements in shareholders' funds For the Called up Capital Special Capital Revenue Total year ended ordinary redemption distributable reserve reserve £000 31 March share reserve capital £000 £000 2009 capital £000 reserve £000 £000 As at 31 1,019 62 111,145 11,130 3,002 126,358 March 2008 Return - - - (49,291) (176) (49,467) attributab le to shareholde rs Balance at 1,019 62 111,145 (38,161) 2,826 76,891 31 March 2009 For the Called up Capital Special Capital Revenue Total year ended ordinary redemption distributable reserve reserve £000 31 March share reserve capital £000 £000 2008 capital £000 reserve £000 £000 As at 31 1,019 62 111,145 38,292 3,575 154,093 March 2007 Return - - - (27,162) (573) (27,735) attributab le to shareholde rs Balance at 1,019 62 111,145 11,130 3,002 126,358 31 March 2008 The revenue reserve represents the amount of the company's reserves distributable by way of dividend. Notes to the Financial Statements 1 Accounting Policy a) The financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP) and the Statement of Recommended Practice for Financial Statements of Investment Trust Companies and Venture Capital Trusts' (SORP), issued in January 2009. The disclosures on going concern on page 10 of the directors' report form part of the financial statements. Dividends - In accordance with FRS 21: "Events after the balance sheet date", dividends are included in the financial statements in the period in which they are paid. Functional currency - In accordance with FRS 23: "The effects of changes in foreign currency", the company is required to nominate a functional currency, being the currency in which the company predominately operates. The board has determined that sterling is the company's functional currency, which is also the currency in which these financial statements are prepared. b) Income from equity investments is determined on the date on which the investments are quoted ex-dividend, or where no ex-dividend date is quoted, when the company's right to receive payment is established. Income from fixed interest securities is recognised on an effective yield basis. UK dividends received are accounted for at the amount receivable and are not grossed up for any tax credit. Other income includes any taxes deducted at source. Gains and losses arising from the translation of income denominated in foreign currencies are recognised in the revenue reserve. Scrip dividends are treated as unfranked investment income; any excess in value of shares received over the amount of the cash dividend is recognised in capital reserves. Income from underwriting commission is recognised as earned. c) Interest receivable and payable and management expenses are treated on an accruals basis. d) The management fee and interest costs are allocated 65% to capital and 35% to revenue in accordance with the board's expected long-term split of returns in the form of capital gains and income, respectively. The performance fee is wholly allocated to capital. e) Transactions denominated in foreign currencies are converted at actual exchange rates as at the date of the transaction. Assets and liabilities denominated in foreign currencies at the year end are translated at the rates of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included in the income statement as an exchange gain or loss in revenue or capital, depending on whether the gain or loss is of a revenue or capital nature. f) Revenue received and interest paid in foreign currencies are translated at the rates of exchange ruling on the transaction date. Any exchange differences relating to revenue items are taken to the revenue account. g) The company's investments are classified as `financial assets at fair value through profit or loss' and are therefore valued at bid price. Gains and losses arising from changes in fair value are included in the capital return for the period. h) All financial assets and liabilities are recognised in the financial statements. i) Deferred tax is recorded in accordance with Financial Reporting Standard 19 (Deferred Tax). Deferred tax is provided on all timing differences that have originated but not reversed by the balance sheet date. A deferred tax asset is only recognised to the extent that it is regarded as recoverable. Due to the company's status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. Tax relief is allocated to expenses charged to the capital column of the income statement on the marginal basis. On this basis, if taxable income is capable of being entirely offset by revenue expenses, then no tax relief is transferred to the capital column. j) Transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the income statement. k) Shareholders funds - Under FRS25 "Financial instruments: Disclosure and presentation", when shares are issued, any component that creates a financial liability in the balance sheet is measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on redemption. The corresponding dividends relating to the liability component are charged as finance costs in the income statement. l) Share buy backs are funded through the capital reserve. 2. 2009 2008 Returns and net asset value Revenue return Revenue return (£176,000) (£573,000) attributable to ordinary redeemable shareholders Add back finance £5,694,000 £6,368,000 costs: shareholders' funds £5,518,000 £5,795,000 Average number of 101,970,223 101,970,223 shares in issue during the year Revenue return per 5.41p 5.68p ordinary redeemable share Capital return Capital return (£49,291,000) (£27,162,000) attributable to ordinary redeemable shareholders Average number of 101,970,223 101,970,223 shares in issue during the year Capital return per (48.34p) (26.64p) ordinary redeemable share Total return Total return per (42.93p) (20.96p) ordinary redeemable share Net asset value per share Net assets £76,891,000 £126,358,000 attributable to shareholders Number of shares in 101,970,223 101,970,223 issue at year end Net asset value per 75.41p 123.92p share 3. Income 2009 2008 £000 £000 From listed investments Franked income 5,075 5,873 - equities Franked income 293 287 - fixed interest and convertibles Unfranked 660 314 income - equities Unfranked 76 86 income - fixed interest and convertibles 6,104 6,560 Other income Interest on 75 106 deposits Underwriting 45 16 commission 6,224 6,682 During the year to 31 March 2009 the company received a capital dividend of £62,000 from NR Nordic and Russia properties (31 March 2008: £635,000 from Smiths Group). 4. Other expenses 2009 2008 £000 £000 Savings plan administration (2) 24 and advertising Directors' fees 101 101 Employers' national insurance 9 10 contributions Secretarial fee 84 80 Printing and postage 36 35 Registrar's fees 40 33 Legal fees 9 7 Bank charges 9 11 Other 115 89 Irrecoverable VAT 38 37 439 427 Auditors' remuneration: Payable to Deloitte LLP for 13 - the audit of the company's annual accounts Payable to Chiene and Tait - 14 for the audit of the company's annual accounts Non-audit fees: Payable to Chiene and Tait 1 - for other assurance services 453 441 Details of the contract between the company and Martin Currie for provision of investment management and secretarial services are given in the report of the directors on page 10 of the full annual report. 5. 2009 2008 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Finance costs - debt Interest 219 406 625 301 558 859 payable on bank loans and overdrafts 6. 2009 2008 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Finance costs - shareholders' funds Year ended 31 March - - - 1,071 - 1,071 2007 - third interim dividend of 1.05p Year ended 31 March - - - 1,937 - 1,937 2007 - fourth interim dividend of 1.90p Year ended 31 March - - - 1,122 - 1,122 2008 - first interim dividend of 1.10p Year ended 31 March - - - 1,122 - 1,122 2008 - second interim dividend of 1.10p Year ended 31 March - - - 1,122 - 1,122 2008 - third interim dividend of 1.10p Year ended 31 March 2,192 - 2,192 - - - 2008 - fourth interim dividend of 2.15p Year ended 31 March 1,173 - 1,173 - - - 2009 - first interim dividend of 1.15p Year ended 31 March 1,173 - 1,173 - - - 2009 - second interim dividend of 1.15p Year ended 31 March 1,173 - 1,173 - - - 2009 - third interim dividend of 1.15p Refund of unclaimed (17) - (17) (6) - (6) dividends by registrar 5,694 - 5,694 6,368 - 6,368 Set out below are the total dividends payable in respect of the period, which forms the basis on which the requirements of Section 842 of the Income and Corporation Taxes Act 1988 are considered. 2009 2008 £000 £000 First interim dividend of 1,173 1,122 1.15p for the year ended 31 March 2009 (2008 - 1.10p) Second interim dividend of 1,173 1,122 1.15p for the year ended 31 March 2009 (2008 -1.10p) Third interim dividend of 1,173 1,122 1.15p for the year ended 31 March 2009 (2008 -1.10p) Fourth interim dividend of 2,039 2,192 2.00p for the year ended 31 March 2009 (2008 - 2.15p) Refund of unclaimed dividends (17) (6) by registrar 5,541 5,552 7. Taxation on ordinary 2009 2008 activities £000 £000 Withholding tax on income 5 3 from overseas investments In accordance with the SORP issued in 2009, the company has adopted the marginal method for allocating tax relief between income and capital. The revenue account tax charge for the period is lower than the standard rate of corporation tax in the UK for an investment trust company (28%) (2008: 30%). The differences are explained below. Taxation on ordinary 2009 2008 activities £000 £000 Net return before finance (43,143) (20,505) costs and taxation Less finance costs - debt (625) (859) Return on ordinary activities (43,768) (21,364) before tax Corporation tax at standard (12,255) (6,409) rate of 28% (2008: 30%) Adjustments: Losses on investments not 13,703 8,095 taxable UK dividends not taxable (1,503) (2,039) Expenses not deductible - 22 Movement in taxable accrued 2 10 income Currency losses/(gains) not 1 (3) taxable Excess management expenses 105 324 not utilised Non-taxable income (53) - Overseas tax suffered 5 3 Current year tax charge 5 3 The company has an unrecognised deferred tax asset of £1,052,764 (2008: £934,263). This has arisen from deductible expenses exceeding taxable income. 8. Investments 2009 2009 2008 2008 £000 £000 £000 £000 Fair value through profit or loss Valuation at 1 137,823 166,595 April Opening 7,510 (28,792) investment holding losses/(gains) Cost at 1 April 145,333 137,803 Add: additions 21,176 43,854 at cost Less: disposal (26,611) (46,276) proceeds received Less: realised (22,169) 9,952 (losses)/gains on disposals Less: disposals (48,780) (36,324) at cost Cost at 31 March 117,729 145,333 Closing (34,217) (7,510) investment holding losses Valuation at 31 83,512 137,823 March The carrying value of the fixed interest securities as at 31 March 2009 was £2,797,000 (2008: £4,204,000). Details of the interest risk profile of the fixed interest securities are contained within note 17. Transaction costs During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the income statement. The total costs were as follows: Investments 2009 2008 £000 £000 Realised losses for (22,169) 9,952 the current period Capital dividend (63) (635) received during current period Movement in (26,707) (36,302) investment holdings (losses)/gains Losses on (48,939) (26,985) investments 2009 2008 £000 £000 Acquisitions 87 261 Disposals 39 76 126 337 9. Loans and 2009 2008 receivables £000 £000 Dividends receivable 749 1,620 Interest accrued 32 35 Due from brokers - 306 Tax recoverable 21 7 Other debtors 229 26 1,031 1,994 10. Creditors - 2009 2008 Amounts falling due £000 £000 within one year Interest accrued 12 16 Due to brokers 1,693 149 Sterling bank loan 9,000 13,550 Other creditors 145 195 10,850 13,910 The company has a £20,000,000 loan facility with Lloyds Banking Group which expires on 30 June 2009. Under this agreement £9,000,000 was drawn at 31 March 2009 at a rate of 1.8697%. On 6 April 2009 the loan was rolled-over at a rate of 1.5142% with a maturity date of 6 May 2009. On 6 May 2009 the loan was rolled-over and a further £2,000,000 drawn down at a rate of 1.3239% with maturity date of 5 June 2009. The fair value of the sterling loan is not materially different from its carrying value. The interest rate is set at each roll-over date at LIBOR plus a margin. 11. Called Capital Special Capital Total up redemption distributable reserve £000 ordinary reserve capital £000 share capital reserve capital £000 £000 £000 Memorandum - Net asset value attributable to shareholders As at 31 1,019 62 111,145 11,130 123,356 March 2008 Losses on - - - (22,232) (22,232) realisation of investments at fair value Realised - - - (3) (3) currency losses during the year Movement - - - (26,707) (26,707) in fair value losses Capitalised - - - (560) (560) expenses VAT - - - 148 148 Recoverable on capital expenses Capital - - - 63 63 dividends received As at 31 1,019 62 111,145 (38,161) 74,065 March 2009 Called up share capital 2009 2008 Ordinary shares of 1p 305,000,000 305,000,000 Authorised: Ordinary shares in 101,970,223 101,970,223 issue at the beginning of the year Ordinary shares in 101,970,223 101,970,223 issue at the end of the year Under FRS 25, the ordinary share capital of the company is classified as a liability rather than equity. This classification arises from the company's prospectus, which allows shareholders to redeem their shares if the average discount exceeds 7.5% over the twelve week period before the financial year end. Accordingly, a long-term liability for net assets attributable to shareholders on redemption has been recognised. Realised Investment Total capital capital holding reserve reserve losses £000 £000 £000 As at 31 18,640 (7,510) 11,130 March 2008 Losses on (22,232) - (22,232) realisation of investments at fair value Realised (3) - (3) currency losses during the year Movement in - (26,707) (26,707) fair value losses Capitalised (560) - (560) expenses VAT 148 - 148 recoverable on capital expenses Capital 63 - 63 dividends received As at 31 (3,944) (34,217) (38,161) March 2009 The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice `Financial Statements of Investment Trust Companies and Venture Capital Trusts'. 12. Revenue Reserve 2009 2008 £000 £000 As at 31 March 2008 3,002 3,575 Return attributable (176) (573) to ordinary redeemable shareholders As at 31 March 2009 2,826 3,002 The revenue reserve represents the amount of the company's reserves distributable by way of a dividend. 13. 2009 2008 £000 £000 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities Net return before finance (43,143) (20,505) costs Decrease/(increase) in accrued 671 (294) income and other debtors Decrease in creditors (50) (337) Currency movements 3 (10) Net losses on investments 48,939 26,985 Taxation withheld from income (14) (3) on investments Net cash inflow from operating 6,406 5,836 activities 14. 2008 Cashflow Exchange 2009 £000 £000 movements £000 £000 Analysis of net debt Cash at bank 451 2,750 (3) 3,198 Bank (13,550) 4,550 - (9,000) borrowings - sterling loan - note 10 Net debt (13,099) 7,300 (3) (5,802) 15. Directors' 2009 2008 shareholdings No. of shares No. of held shares held Neil Donaldson 26,057 21,466 Edward Murray 6,228 5,527 Charles Berry 13,200 11,604 Anita Frew 12,000 12,000 Andrew Irvine 80,000 80,000 Directors who held office at the end of the year and their shareholdings in the company are shown above. Charles Berry's holding of 13,200 shares includes a beneficial and family interest of 6,600 shares. Andrew Irvine's holding of 80,000 shares includes a beneficial and family interest of 50,000 shares. From the year end to 26 May 2009 Neil Donaldson's shares have increased to 26,682. Anita Frew has declared a conflict of interest through her position as non- executive director of City of London Investment Trust, a peer group competitor of Securities Trust of Scotland. This conflict has been properly considered and authorised by the board. 16 VAT recoverable On 5 November 2007, the European Court of Justice ruled that management fees should be exempt from VAT. HMRC has announced its intention not to appeal against this case to the UK VAT Tribunal and therefore protective claims which have been made in relation to the company will be processed in due course. The manager has submitted a claim to the HMRC, which has been agreed between Martin Currie Investment Management and the company only, to refund £202,000 to the company for VAT charged on investment management fees for the period 15 April 2005 to 30 June 2007 and this has been recognised on a virtually certain basis in these financial statements. This repayment has been allocated to capital and revenue in line with the accounting policy of the company for the periods in which the VAT was charged. The VAT on the management fee was split 35% to revenue and 65% to capital (the performance fee is allocated 100% to capital). The repayment will only be received by the company from the manager once HMRC refunds certain amounts to the manager. 17 Derivatives and other financial instruments The company's financial instruments comprise securities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The company also has the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures and options, for the purpose of managing currency and market risks arising from the company's activities though there has been no exposure to such investments during the year. The main risks the company faces from its financial instruments are (i) market price risk (comprising interest rate risk and other price risk), (ii) liquidity risk and (iii) credit risk. The board regularly reviews and agrees policies for managing each of these risks. The manager's policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short- term debtors and creditors. (i) Market price risk The fair value or future cash flows of a financial instrument held by the company may fluctuate because of changes in market prices. This market risk comprises two elements - interest rate risk and other price risk. Interest rate risk Interest rate movements may affect: - the fair value of the investments in fixed interest rate securities; - the level of income receivable on cash deposits; - the level of interest payable on borrowings The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. The board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. The company has a variable rate facility with Lloyds Banking Group which provides flexibility to finance opportunities in the short term. Current guidelines state that the total borrowings will not exceed 15 per cent of the total assets of the company. Details of borrowings at 31 March 2009 are shown in note 10. Interest risk profile The interest rate risk profile of the portfolio of financial assets and liabilities at the respective balance sheet date were as follows: Weighted Weighted Fixed Floating Non- average average rate rate interest period for interest £000 £000 bearing which rate rate £000 is fixed % Years At 31 March 2009 Assets Sterling - - 5.69 2,265 3,198 80,715 undated Sterling - dated 2 14.29 532 - - 2,797 3,198 80,715 Liabilities Bank loan - 0.1 1.87 9,000 - - sterling At 31 March 2008 Assets Sterling - - 7.96 3,482 451 133,619 undated Sterling - dated 3 10.53 722 - - 4,204 451 133,619 Liabilities Bank loan - 0.1 6.11 13,550 - - sterling The weighted average interest rate is based on the current yield of each asset, weighted by its market value. The weighted average interest rate on the bank loan is based on the interest rate payable on each tranche drawn down, which is set at each tranche draw down, weighted by its value. The maturity date of the company's loan is shown in note 10. The floating rate assets consist of cash deposits on call earning interest at prevailing market rates. The non-interest bearing assets represent the equity element of the portfolio. Interest rate sensitivity The sensitivity analysis below has been determined based on the exposure to interest rates at the balance sheet date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. The following table illustrates the sensitivity of the return after taxation to an increase or decrease of 100 basis points in interest rates. This is mainly attributable to the company's exposure to the interest rate on its bank loan. 2009 2009 2008 2008 Increase Decrease Increase Decreas in rate in rate in rate e in rate Effect on 1 (1) (43) 43 revenue return Effect on (59) 59 (88) 88 capital return Effect on total (58) 58 (131) 131 return and on net assets In the opinion of the directors, the above sensitivity analysis is not representative of the year as a whole, since exposure changes as investments are made, borrowings are drawn down and repaid throughout the year. Other price risk Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments. It is the board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular sector. The allocation of assets and the stock selection process, as detailed on page 5 of the full annual report, both act to reduce market risk. The manager actively monitors market prices throughout the year and reports to the board, which meets regularly in order to review investment strategy. The investments held by the company are mainly listed on the London Stock Exchange with one holding listed on Euronext Amsterdam. Analysis of the company's investments is given on pages 5 to 6 of the full annual report this shows that the majority of the investments' value is in the UK. Accordingly there is a concentration of exposure to that country. However it should be noted that an investment's country of domicile or listing does not necessarily equate to its exposure to the economic conditions of that country. Other price risk sensitivity The following table illustrates the sensitivity of the return after taxation and the net asset value to an increase or decrease of 15% in the fair value of the company's equities. The calculations are based on the portfolio valuations, as at the respective balance sheet dates, and are not representative of the year as a whole. 2009 2008 Increase Decrease Increase Decrease in fair in fair in fair in fair value £000 value £000 value £000 value £000 Effect on (13) 13 (22) 22 revenue return Effect on 12,502 (12,502) 20,633 (20,633) capital return Effect on 12,489 (12,489) 20,611 (20,611) total return and on net assets The effect of the performance fee is not included in this sensitivity analysis. (ii) Liquidity risk This is the risk that the company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not considered to be significant as the company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of loan facilities (note 10). The contractual maturities of the financial liabilities at the year end, based on the earliest date on which payment can be required are as follows: 2009 2008 Three More Total Three More Total months than £000 months than £000 or less three or less three £000 months £000 months £000 £000 Creditors: amounts falling due within one year Interest 12 - 12 16 - 16 accrued Due to 1,693 - 1,693 149 - 149 brokers Sterling 9,000 - 9,000 13,550 - 13,550 bank loan Other 145 - 145 195 - 195 creditors 10,850 - 10,850 13,910 - 13,910 (iii) Credit risk This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the company suffering a loss. The risk is not significant, and is managed as follows: - investment transactions are carried out with a large number of brokers, whose credit rating is taken into account so as to minimise the risk to the company of default; - investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the investment manager, and limits are set on the amount that may be due from any one broker; and - cash is held only with reputable banks with high quality external credit enhancements. None of the company's financial assets is secured by collateral or other credit enhancements. Fair values of financial assets and financial liabilities All financial assets and liabilities of the company are included in the balance sheet at fair value or the balance sheet amount is a reasonable approximation of fair value. 18 Capital management policies and procedures The company's capital management objectives are: - to ensure that the company will be able to continue as a going concern; and - to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and debt. The capital of the company consists of equity, comprising issued capital, reserves and retained earnings. The board monitors and reviews the broad structure of the company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the manager's views on the market and the extent to which revenue in excess of that which is required to be distributed should be retained. 19 Post balance sheet events On 26 May 2009 the board declared a fourth interim dividend of 2.00p per share. There are no other post balance sheet events. Website At www.securitiestrust.com we maintain a website specifically for shareholders in the trust and their advisers. It includes price and performance statistics, monthly update, webcasts, online versions of the trust's annual and interim reports and information on how to invest.
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