27 May 2010
SHIRES INCOME PLC
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2010
Financial Summary |
2010 |
2009 |
Net asset value total return |
+77.4% |
-47.8% |
Share price total return |
+90.9% |
-44.7% |
Results Review
After the difficulties suffered by investors in 2008-09, I am pleased to report a much improved set of annual results. In the year to end March 2010, the UK equity market staged a strong recovery as measures taken by the Government and the Bank of England, notably the introduction of quantitative easing in March 2009, restored confidence in the banking system. Although the economy still went into a severe recession, GDP started to recover modestly in the fourth quarter of 2009 and first quarter of 2010. At the corporate level, companies had already reacted rapidly to the crisis by cutting costs, raising cash and strengthening their balance sheets. As a consequence, company results and statements were better than expectations.
The outcome, for the year to end March 2010, was that the FTSE All-Share index produced a total return of 52.3%. The return from equities compared starkly to UK Government bonds which, over the same period, delivered a total return of only 0.8%. With interest rates cut to historic lows, the return from cash was 0.5%.
In the twelve months to 31 March 2010, the Company's total return on net assets was 77.4% compared to 52.3% from our benchmark, the FTSE All-Share index. Over the same period, the total return on the share price was 90.9%.
The appreciation in the Company's net assets reflected the recovery in investment conditions together with the benefits of being geared into a rising equity market. Good stock selection in both equity and preference shareholdings also contributed to the outperformance.
In line with the Board's guidance last year, your Company is proposing a full year dividend of 12.0p per share, almost entirely covered by the revenue generated from the portfolio. If approved at the AGM, a final dividend of 3.0p per share will be paid on 30 July 2010 to shareholders on the register at 9 July 2010.
Performance
Good stock selection particularly in Industrials, Consumer Services and Financials made the greatest contribution to performance. Smaller companies returned to favour and this was reflected in the performance of the Company's holding in Shires Smaller Companies. Preference shares also participated in the recovery in risk assets.
During the year, the Company's shares traded at a tight discount or small premium to their net asset value reflecting better performance and demand for yield from investors.
Earnings and Dividends
For more than a year, the Board has been cautious about the outlook for UK dividends and, after careful consideration of the estimated level of revenue from the portfolio, reduced its forecast for this year's dividend to 12.0p per share. Once the final dividend of 3.0p per share is approved at this year's AGM, shareholders will have received a total dividend of 12.0p per share.
Last year, the Board also indicated that it would be placing less emphasis on options trading as a means of generating additional income in preference to sustainable revenue from the underlying portfolio. In the year under review, the portfolio generated total income from investments of £4.2m of which traded options accounted for £212,000 or 5% of revenue compared to £1.33m or 19.3% in the previous year.
The Board is aware of how important income is to shareholders but must reconcile this with a realistic income generation target and the objective of achieving long term capital growth. The rebased dividend of 12.0p per share is backed by adjusted revenue reserves of 14.4p per share (i.e. after providing for the third and final dividends) and a lower dependence on options activity. In the year to 31 March 2011, the Board anticipates that it should be able to maintain the dividend at 12.0p per share although on current revenue estimates the distribution will need to be modestly supplemented from reserves. As shareholders will understand, this dividend prospect also depends on market conditions and a still fragile economic recovery.
Portfolio Profile and Gearing
I am pleased to report that on 5 March 2010, the third and final tranche of the 5% Index Linked Debenture stock was repaid at a capital cost of £9.85m. This type of long term structural financing, introduced in 1989, had become increasingly expensive in times of rising inflation and has now been replaced by cheaper and more flexible bank debt. The repayment was funded through an increased £20m revolving credit facility which will come up for renewal at the end of February 2011. The Company has good long term relationships with its bankers and expects the facility to be renewed in 2011.
As a result of the strong recovery in asset values and net repayment of £2m of debt, the Company's gearing declined from 55.2% to 31.4%.
Given the geared structure of the Company, the Board is determined to manage the gearing as prudently as possible. In the months leading up to the re-financing in March 2010, the Manager took out portfolio protection (a collar strategy comprising FTSE 100 call and put options) to insure the £20m geared portion of the Company's assets against a fall in the FTSE 100 Index below 4800. The strategy expired on 18 March 2010 at a total cost of £50,000 and succeeded in protecting the portfolio during the refinancing and over a time of continued uncertainty in markets.
Outlook
The UK economy is slowly emerging from recession and prospects for manufacturing output, given sterling's weakness, appear good but final demand from consumers is uncertain. Recent newsflow from the housing market and the retail sector has been mixed at best. Given the fragile nature of the recovery, interest rates are likely to remain low for most of this year and the Bank of England have indicated that they would extend their quantitative easing programme if the economic situation deteriorated. In the longer term, measures will be needed to address the UK budget deficit and although the timing and quantum are unclear, cuts in public spending will cause unemployment to rise.
After the strong recovery in equity markets, we expect investors' confidence to be tested by issues such as the sovereign debt problems in the weaker European economies and worries about when fiscal and monetary policies will be tightened.
The new coalition government has significant economic, fiscal and social issues to address. Whether or not it can provide longer term stability to the markets remains to be seen.
The Board believes the Company's portfolio is in good shape, well diversified by company and industry with a lower and more flexible level of gearing. Whilst the UK stock market is dependent on a handful of large FTSE100 companies for its income, Shires' portfolio derives its income from a core equity portfolio supplemented by preference shares for higher yield. The portfolio's improved performance and substantial revenue reserves should give it the strength to weather market set backs and also to produce some capital
growth when sentiment picks up.
Anthony B. Davidson
Chairman
27 May 2010
2. INVESTMENT MANAGERS REVIEW
Portfolio Strategy
As investment markets recovered and the value of the Company's assets increased, the level of gearing declined from 55.2% to 31.4%. The final tranche of the 5% Index-Linked debenture was repaid in March 2010 and replaced by simpler, more flexible bank debt, drawn to the extent of £20m at the period end. The geared element of the portfolio is invested in UK preference shares which provide a core level of high yield.
The Company's assets are invested in equities, preference shares and convertible shares. At the year end, 68% of the assets were invested in equities, 30% in preference shares and a small amount in convertibles. During the year, the balance in favour of equities increased from 65% to 68% of total assets of £73m. The shift was partly achieved through net disinvestment of £1.8m from preference shares. A net £2m was also raised from the equity portfolio towards the re-financing.
At the start of the year, rights issues were a feature as companies rebuilt their balance sheets but by end of March 2010, merger and acquisition activity had returned to the market. Within the equity portfolio, exposure to Oil & Gas and Basic Materials moved from under to over weight after increased investment in 2009. Cyclical companies proved popular during the equity rally and following a period of strength, the Manager has reduced such holdings in favour of those offering long term sustainable earnings growth.
Revenue Account
The following table details the main sources of the Company's income over the last five years.
2010 |
2009 |
2008 |
2007 |
2006 |
|
|
% |
% |
% |
% |
% |
Ordinary dividends |
41.6 |
41.5 |
47.5 |
50.6 |
44.3 |
Preference dividends |
44.7 |
28.1 |
29.0 |
28.6 |
25.6 |
Shires Smaller Companies plc |
7.4 |
8.7 |
7.4 |
7.2 |
11.2 |
Fixed interest and bank interest |
1.3 |
2.9 |
1.1 |
1.6 |
1.9 |
Dealing subsidiary |
0 |
(0.5) |
(7.0) |
3.1 |
2.2 |
Traded option premiums |
5.0 |
19.3 |
22.0 |
8.9 |
14.8 |
|
________ |
________ |
________ |
_______ |
________ |
|
100.0 |
100.0 |
100.0 |
100.0 |
100.0 |
|
________ |
________ |
________ |
_______ |
________ |
Total income (£'000s) |
4,201 |
6,929 |
8,117 |
8,062 |
7,741 |
|
________ |
________ |
________ |
_______ |
________ |
In the year to end March 2010, equities accounted for nearly half the revenue generated, followed by holdings in preference shares. 5% of the revenue came from traded options. This was a decline on previous years as the Company reduced its reliance on this volatile revenue stream. There was no income from the trading subsidiaries, which were inactive over the year.
Equities
As markets began to recover in the early part of the year, the Manager took the opportunity to introduce a number of new holdings. These had previously been identified as attractive investments and the fall in the markets provided the opportunity to buy into them.
These included Pearson which is well positioned to lead the ongoing transition from textbooks to digital content in its education business. Although the media sector has traditionally been a very cyclical area of the market, Pearson has a more resilient earnings profile than most media companies. In the Mining sector, the opportunity arose to introduce BHP Billiton, this is the world's largest diversified miner. Whilst inherently cautious of the "super cycle argument", the Manager believes that this is a quality company with solid long term prospects, a conservative management team and a strong balance sheet.
Another way to access some of the drivers of the Mining and Oil & Gas sectors is to invest in the businesses that supply services to them. With that in mind, an investment was made in Weir. The company is a global leader in the supply of pumps to these industries. It has successfully built a substantial services business which has been shown to provide resilience in the face of a slowdown in capital spending by their large customers. A holding in Amec was also introduced. This company provides consulting, engineering and project management services to the energy, power and process industries globally. With a net cash balance sheet equal to 25% of its market capitalisation, it is well positioned to embark on acquisitive growth.
In the Financials sector a new holding was added in the form of Provident Financial. This company is expected to benefit from recessionary conditions, any subsequent recovery and a growing desire on the part of the Government to see credit availability increased. The business is committed to maintaining what is a very attractive dividend. The Manager also initiated a holding in Close Brothers. The business is conservatively managed and has a good opportunity to grow its banking business in a counter-cyclical manner. It also owns the WINS market making business, the quality of which has become increasingly apparent. A new holding in Chaucer was introduced. This is a non life insurer operating primarily in the Lloyd's market. Having changed its management team and de-risked its investment strategy, it is expected to be able to continue paying a high dividend whilst delivering growth in profitability and providing the Company with exposure to a sector that is less correlated to the general macro economic cycle.
There was very limited merger and acquisition activity last year. However the Financials sector was one area where the portfolio benefited, as its holding in Friends Provident was acquired by Resolution. The Aerospace and Defence sector had suffered from concerns that there would have to be cuts to US and UK defence spending. This created an opportunity to introduce Cobham. This company has long term, often 20 year plus, streams of recurring revenues derived from its earlier involvement in new military platforms. It generally occupies strong positions in niche markets such as air to air refuelling where it has a defensible competitive advantage. Another company exposed to similar but even longer term revenue streams is Rolls Royce in which a holding was built up over the year.
Several holdings were exited over the year. These included BT and Ladbrokes where the Manager had increasing concerns about their balance sheets and the outlook for the dividends. Marks & Spencer and Diageo were also sold because it was felt that both companies would struggle to deliver meaningful growth over the medium term and that consequently there were more attractive opportunities elsewhere.
The exposure to smaller companies was further reduced. ATH Resources was sold following a significant change of strategy by the management team that altered the risk profile and dividend paying ability of the company. Holidaybreak was sold down following a solid recovery in the share price. This remains a good company and the Company has ongoing exposure to this business through its holding in Shires Smaller Companies. The holding in Chesnara was reduced following a near doubling of the share price.
A feature of the recovery in markets has been the very strong bounce in cyclical companies. The Company holds some such companies and the Manager took the opportunity to lock in some of these gains over the course of the year. Examples of these include top slices in Persimmon, Millennium & Copthorne, GKN and DMGT. These companies are also characterised by low or zero dividends.
Preference Shares
Preference shares also recovered strongly over the year. Whilst they are still trading at spreads that are wider than historic norms, they are behaving much more like fixed income securities which is as would be expected. The main activity in this part of the portfolio was the sale of the two Lloyds securities. Lloyds announced that they were to stop paying the coupon on these investments. Whilst there was a possible option to swap the holdings into alternative income paying securities, there was no guarantee that this would be successful. That raised the possibility of the Company being left with holdings in less liquid and nil yielding preference shares. In light of this it was felt that there was no choice but to sell the holdings.
Investment Performance Analysis
In the year to the end March 2010, the total return on net assets was 77.4% compared to our benchmark the FTSE All-Share Index which rose by 52.3%. The outperformance versus the benchmark was caused by being geared in rising markets, the higher than benchmark exposure to small and medium sized companies and positive stock selection especially in the Travel & Leisure sector. The table below details the contributions from the Company's assets to the NAV total return.
Asset Class |
% |
Equities (inc Shires Smaller Companies) |
55.5 |
Fixed income portfolio, total return |
24.4 |
Option writing |
0.6 |
Index-Linked Debenture Stock |
-0.7 |
Other financing costs and expenses |
-2.4 |
Total return on Net Assets |
77.4 |
Prospects
In general, management teams reacted promptly to the onset of the recession. They realigned their cost bases such that they were able to cope, even in the face of what were often quite dramatic declines in sales. As the economy has begun to recover many companies have reported marked improvements in profitability. This has been one of the key factors that has driven the recovery in markets. We are now at a stage when profitability arising from cost savings alone is no longer sufficient. Investors want to see a demonstrable return to sales growth.
There are a number of factors that are supportive of such a scenario. Amongst these are the extremely low levels of interest rates. We believe that rates will be unchanged in 2010 and there is a growing belief that they will remain low until 2011. The weakness of sterling is now beginning to show signs of boosting export activity. The level of unemployment has not been as severe as might have been expected and there is the ongoing impact of various stimulatory packages, not the least of which is the £200bn quantitative easing programme.
However, there are factors that could slow or even derail the recovery. Whilst it comes as no surprise that the new Government needs to address the scale of the deficit, it remains to be seen where the burden for this will fall. Cuts in public sector spending and concomitant tax rises are clearly necessary but an overly aggressive approach could be damaging for the recovery. Inflation is some way above the target of 2%. The Bank of England would seem to be relaxed about this in the short term, not least because it is explicable in terms of the return of VAT to 17.5% and the rise in fuel costs. But they will not allow it to continue unchecked into the medium term. Interest rates could rise sooner and further than currently expected. On the Continent there is an evolving credit crisis. Whilst the authorities have taken very significant action to avert a further deterioration, there are still massive deficits that need to be resolved. Large austerity programmes in these countries will diminish some of the currency benefit that the UK would otherwise have derived.
Clearly then it is difficult to divine the macro economic outlook for the next year. However from an investor's perspective equities do not look expensive, either in absolute terms or relative to other asset classes. Having been cut, in some cases savagely, as companies recognised the need to repair their balance sheets there is now the potential for payouts to rise. Consensus forecasts would suggest that earnings will grow materially ahead of dividends over the next 12 months which is not surprising as dividend growth is generally a lagging indicator. It does however mean that current yield expectations are not based on unrealistic expectations of recovery and that should the recovery materialise as expected, there is a latent growth potential for dividends. Merger and acquisition activity has picked up again, unsurprising when one considers that good quality companies are available for both trade and private equity purchasers at attractive valuations. This is particularly true for overseas buyers who can benefit from sterling weakness.
It is often commented that investors should shun the UK in favour of the growth available in emerging markets. Whilst this may be a superficially attractive argument it should be remembered that domestic equities derive only about 35% of their revenues from the UK. It is also notable that for many emerging markets and China in particular there are signs that their economies are overheating and that their equities appear expensive.
Uncertainties remain but we believe that the portfolio is invested in good quality companies with solid balance sheets, sound cash flow and transparent earnings that will be able to weather the difficulties outlined above. Many have emerged from the recession in a stronger competitive position than they entered it.
Aberdeen Asset Managers Limited
27 May 2010
3. RESULTS
|
31 March 2010 |
31 March 2009 |
% change |
Total investments |
£73,023,000 |
£54,731,000 |
+33.4 |
Shareholders' funds |
£55,573,000 |
£35,271,000 |
+57.6 |
Market capitalisation |
£54,643,547 |
£32,370,362 |
+68.8 |
Net asset value per share |
187.13p |
118.77p |
+57.6 |
Share price (mid market) |
184.00p |
109.00p |
+68.8 |
Premium to adjusted NAV{A} |
1.6% |
1.1% |
|
Gearing |
31.4% |
55.2% |
|
Total expense ratio |
1.1% |
1.1% |
|
|
|
|
|
Dividends and earnings |
|
|
|
Revenue return per share{B} |
11.83p |
18.64p |
-36.6 |
Dividends per share{C} |
12.00p |
19.75p |
-39.2 |
Dividend cover |
0.99 |
0.93 |
|
Revenue reserves{D} |
£6,151,000 |
£7,668,000 |
|
|
|||
{A} Based on IFRS NAV above reduced by dividend adjustment of 6.0p (2009 - 10.95p). |
|||
{B} Measures the revenue earnings for the year divided by the weighted average number of Ordinary shares in issue (see Consolidated Statement of Comprehensive Income). |
|||
{C} The figures for dividends per share reflect the years in which they were earned (see note 9). |
|||
{D} The revenue reserve figure does not take account of the third or final interim dividend amounting to £1,781,855 (2009 - £3,252,000). |
Performance (total return) |
|||
|
|||
|
1 year |
3 year |
5 year |
|
% return |
% return |
% return |
Net asset value |
+77.4 |
-26.3 |
+3.4 |
Share price (based on mid price) |
+90.9 |
-20.3 |
+6.0 |
FTSE All-Share Index |
+52.3 |
-0.7 |
+41.3 |
All figures are for total return and assume re-investment of net dividends excluding transaction costs. |
|
Rate per share |
xd date |
Record date |
Payment date |
First interim dividend |
3.00p |
7 October 2009 |
9 October 2009 |
30 October 2009 |
Second interim dividend |
3.00p |
6 January 2010 |
8 January 2010 |
29 January 2010 |
Third interim dividend |
3.00p |
7 April 2010 |
9 April 2010 |
30 April 2010 |
Proposed final dividend |
3.00p |
7 July 2010 |
9 July 2010 |
30 July 2010 |
|
__________ |
|
|
|
2009/10 |
12.00p |
|
|
|
|
__________ |
|
|
|
|
|
|
|
|
First interim dividend |
4.40p |
1 October 2008 |
3 October 2008 |
31 October 2008 |
Second interim dividend |
4.40p |
31 December 2008 |
5 January 2009 |
30 January 2009 |
Third interim dividend |
4.40p |
8 April 2009 |
14 April 2009 |
30 April 2009 |
Final dividend |
6.55p |
1 July 2009 |
3 July 2009 |
31 July 2009 |
|
__________ |
|
|
|
2008/09 |
19.75p |
|
|
|
|
__________ |
|
|
|
|
Ten Year Financial Record |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year to 31 March |
2001 |
2002 |
2003 |
2004{A} |
2005 |
2006 |
2007 |
2008 |
2009 |
2010 |
|
Revenue available for ordinary dividends (£'000) |
5,713 |
5,739 |
5,853 |
5,770 |
5,770 |
5,792 |
5,987 |
6,026 |
5,536 |
3,512 |
|
Per share |
|
|
|
|
|
|
|
|
|
|
|
Net revenue return (p) |
19.3 |
19.4 |
19.7 |
19.5 |
19.6 |
19.5 |
20.2 |
20.3 |
18.6 |
11.8 |
|
Net dividends paid/proposed (p) |
19.00 |
19.25 |
19.25 |
19.25 |
19.25 |
19.25 |
19.25 |
19.75 |
19.75 |
12.00 |
|
Total return (p) |
(8.7) |
(38.9) |
(175.0) |
76.0 |
52.5 |
74.8 |
26.8 |
(65.4) |
(113.0) |
85.3 |
|
Net asset value (p) |
425.1 |
366.9 |
172.7 |
229.5 |
272.9 |
328.4 |
336.0 |
251.5 |
118.8 |
187.1 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
______ |
______ |
______ |
______ |
|
Shareholders' funds (£m) |
126.0 |
108.9 |
51.2 |
68.1 |
81.1 |
97.5 |
99.8 |
74.7 |
35.3 |
55.6 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
______ |
______ |
______ |
______ |
|
|
|||||||||||
{A} 2004 figures restated following the introduction of International Reporting Standards ('IFRS'). Figures for 2003 and earlier have not been restated. |
|||||||||||
Cumulative Performance (rebased to 100 at 31 March 2000)
As at 31 March |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
2008 |
2009 |
2010 |
NAV - diluted |
100.0 |
93.9 |
81.0 |
38.1 |
50.7 |
58.0 |
69.8 |
71.4 |
53.5 |
25.2 |
39.8 |
NAV total return{B} |
100.0 |
97.8 |
88.7 |
44.9 |
65.4 |
81.0 |
104.5 |
113.7 |
90.5 |
47.2 |
83.8 |
Share price performance |
100.0 |
103.5 |
83.3 |
35.5 |
56.1 |
66.7 |
78.6 |
77.9 |
55.1 |
27.3 |
46.1 |
Share price total return{B} |
100.0 |
108.3 |
91.5 |
41.9 |
73.2 |
94.7 |
119.4 |
126.0 |
95.2 |
52.6 |
100.4 |
Benchmark performance |
100.0 |
87.2 |
82.2 |
55.8 |
70.6 |
79.0 |
98.0 |
105.6 |
94.1 |
63.8 |
93.6 |
Benchmark total return{B} |
100.0 |
89.2 |
86.4 |
60.6 |
79.4 |
91.8 |
117.5 |
130.6 |
120.5 |
85.2 |
129.7 |
|
|||||||||||
{A} 2004 figures restated following the introduction if International Reporting Standards ('IFRS'). Figures for 2003 and earlier have not been restated. |
|||||||||||
{B} Total return figures are based on reinvestment of net income. |
3. DISTRIBUTION OF ASSETS AND LIABILITIES
|
Valuation at |
Movement during the year |
Valuation at |
|||||
|
31 March |
|
|
|
Gains/ |
31 March |
||
|
2009 |
Purchases |
Sales |
Other |
(losses) |
2010 |
||
|
£'000 |
% |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
% |
Listed investments |
|
|
|
|
|
|
|
|
Ordinary shares |
33,527 |
95.1 |
10,299 |
(12,479) |
- |
17,843 |
49,190 |
88.5 |
Convertibles |
1,265 |
3.6 |
- |
- |
- |
48 |
1,313 |
2.4 |
Preference shares |
17,886 |
50.7 |
- |
(1,835) |
(134) |
6,131 |
22,048 |
39.7 |
|
_______ |
______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
52,678 |
149.4 |
10,299 |
(14,314) |
(134) |
24,022 |
72,551 |
130.6 |
Unlisted investments |
2,053 |
5.8 |
- |
- |
- |
(1,581) |
472 |
0.8 |
|
_______ |
______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
Total investments |
54,731 |
155.2 |
10,299 |
(14,314) |
(134) |
22,441 |
73,023 |
131.4 |
Current assets |
2,907 |
8.2 |
|
|
|
|
2,713 |
4.9 |
Current liabilities |
(22,367) |
(63.4) |
|
|
|
|
(20,163) |
(36.3) |
|
_______ |
______ |
|
|
|
|
_______ |
______ |
Net assets |
35,271 |
100.0 |
|
|
|
|
55,573 |
100.0 |
|
_______ |
______ |
|
|
|
|
_______ |
______ |
Net asset value per Ordinary share |
118.8p |
|
|
|
|
|
187.1p |
|
|
_______ |
|
|
|
|
|
_______ |
|
4. BUSINESS REVIEW
Activities
The Company is an investment trust. The objective of the Company is to provide for shareholders a high level of income, together with growth of both income and capital from a portfolio substantially invested in UK equities. Its subsidiary undertaking, Wiston Investment Company Limited, operates as an investment dealing company. There was no investment dealing activity in the period.
The Company has an 18.1% interest in Shires Smaller Companies plc, a listed investment trust managed by Aberdeen.
5. STATEMENT OF DIRCTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Report and Accounts and the group and parent company financial statements (the "financial statements"), in accordance with applicable law and regulations. Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under the law they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and have elected to prepare the parent company financial statements on the same basis.
The financial statements are required by law and IFRSs, as adopted by the EU, to present fairly the financial position of the group and the parent company and performance of the group; the Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
In preparing each of the group and parent company financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRSs as adopted by the EU subject to any material departures disclosed and explained in the Notes to the Financial Statements; and · prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.
The Directors confirm that the financial statements comply with these requirements.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and the parent company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, 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 corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
We confirm to the best of our knowledge:
- the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
- the Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces.
For and on behalf of Shires Income PLC
Andrew Robson
Chairman of the Audit Committee
27 May 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
Year ended |
Year ended |
|||||
|
|
31 March 2010 |
31 March 2009 |
|||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
Notes |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Gains/(losses) on investments at fair value |
11 |
- |
22,416 |
22,416 |
- |
(37,832) |
(37,832) |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
Dividend income |
|
3,080 |
- |
3,080 |
4,618 |
- |
4,618 |
|
Interest income from investments |
|
803 |
(134) |
669 |
731 |
(143) |
588 |
|
Stock dividend |
|
31 |
- |
31 |
81 |
- |
81 |
|
Traded option premiums |
|
212 |
- |
212 |
1,338 |
- |
1,338 |
|
Deposit interest |
|
- |
- |
- |
39 |
- |
39 |
|
Money market interest |
|
- |
- |
- |
129 |
- |
129 |
|
Other income |
|
75 |
- |
75 |
26 |
16 |
42 |
|
Loss of dealing subsidiary |
|
- |
- |
- |
(33) |
- |
(33) |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
|
2 |
4,201 |
22,282 |
26,483 |
6,929 |
(37,959) |
(31,030) |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
Expenses |
|
|
|
|
|
|
|
|
Investment management fee |
3 |
(149) |
(149) |
(298) |
(165) |
(165) |
(330) |
|
VAT recoverable on investment management fees |
21 |
74 |
74 |
148 |
142 |
142 |
284 |
|
Other administrative expenses |
4 |
(244) |
(3) |
(247) |
(308) |
- |
(308) |
|
Finance costs of borrowings |
6 |
(370) |
(385) |
(755) |
(1,071) |
(1,103) |
(2,174) |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
|
|
(689) |
(463) |
(1,152) |
(1,402) |
(1,126) |
(2,528) |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
Profit/(loss) before tax |
|
3,512 |
21,819 |
25,331 |
5,527 |
(39,085) |
(33,558) |
|
Taxation |
7 |
- |
- |
- |
9 |
- |
9 |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
Profit/(loss) attributable to equity holders of the Company |
|
3,512 |
21,819 |
25,331 |
5,536 |
(39,085) |
(33,549) |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per Ordinary share (pence) |
10 |
11.83 |
73.48 |
85.31 |
18.64 |
(131.61) |
(112.97) |
|
|
|
________ |
_______ |
______ |
________ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
The Group does not have any income or expense that is not included in profit/(loss) for the year, and therefore the "Profit/(loss) for the year is also the "Total comprehensive income for the year", as defined in IAS 1 (revised). |
||||||||
All of the profit/(loss) and total comprehensive income is attributable to the equity holders of the parent company. There are no minority interests. |
||||||||
The total column of this statement represents the Statement of Comprehensive Income of the Group, prepared in accordance with IFRS. The revenue and capital 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. |
||||||||
The accompanying notes are an integral part of these financial statements. |
||||||||
|
||||||||
The following table shows the revenue for each year under IFRS less the ordinary dividends declared in respect of the financial year to which they relate. This table is for information purposes only and does not form part of the above Statement of Comprehensive Income. |
||||||||
|
Year to |
Year to |
||||||
|
31 March |
31 March |
||||||
|
2010{A} |
2009{B} |
||||||
|
£'000 |
£'000 |
||||||
Revenue |
3,512 |
5,536 |
||||||
Dividends declared |
(3,564) |
(5,865) |
||||||
|
__________ |
__________ |
||||||
|
(52) |
(329) |
||||||
|
__________ |
__________ |
||||||
|
||||||||
{A} Dividends declared relates to first three interim dividends (each 3.0p) and the proposed final dividend (3.0p) declared in respect of financial year 2009/10. |
||||||||
{B} Dividends declared relates to first three interim dividends (each 4.4p) and the final dividend (6.55p) declared in respect of financial year 2008/09. |
||||||||
BALANCE SHEETS
|
|
Group |
Company |
||
|
|
As at |
As at |
As at |
As at |
|
|
31 March |
31 March |
31 March |
31 March |
|
|
2010 |
2009 |
2010 |
2009 |
|
Notes |
£'000 |
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
|
Ordinary shares |
|
49,190 |
33,527 |
49,190 |
33,527 |
Convertibles |
|
1,313 |
1,265 |
1,313 |
1,265 |
Other fixed interest |
|
22,048 |
17,886 |
22,048 |
17,886 |
Unlisted investments |
|
472 |
2,053 |
472 |
2,053 |
|
|
__________ |
__________ |
__________ |
__________ |
Securities at fair value |
11 |
73,023 |
54,731 |
73,023 |
54,731 |
|
|
__________ |
__________ |
__________ |
__________ |
Current assets |
|
|
|
|
|
Trade and other receivables |
|
357 |
313 |
357 |
313 |
Accrued income and prepayments |
|
1,206 |
1,099 |
1,206 |
1,099 |
Financial assets of dealing subsidiary |
|
- |
- |
- |
- |
Cash and cash equivalents |
|
1,150 |
1,495 |
1,150 |
1,495 |
|
|
__________ |
__________ |
__________ |
__________ |
|
13 |
2,713 |
2,907 |
2,713 |
2,907 |
|
|
__________ |
__________ |
__________ |
__________ |
Total assets |
|
75,736 |
57,638 |
75,736 |
57,638 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
(163) |
(175) |
(257) |
(269) |
Short-term borrowings |
|
(20,000) |
(12,250) |
(20,000) |
(12,250) |
Index-Linked Debenture stock |
15 |
- |
(9,942) |
- |
(9,942) |
|
|
__________ |
__________ |
__________ |
__________ |
|
14 |
(20,163) |
(22,367) |
(20,257) |
(22,461) |
|
|
__________ |
__________ |
__________ |
__________ |
Net assets |
|
55,573 |
35,271 |
55,479 |
35,177 |
|
|
__________ |
__________ |
__________ |
__________ |
Issued capital and reserves attributable to equity holders of the parent |
|
|
|
|
|
Called up share capital |
16 |
14,899 |
14,899 |
14,899 |
14,899 |
Share premium account |
17 |
18,840 |
18,855 |
18,840 |
18,855 |
Capital reserve |
18 |
15,683 |
(6,151) |
15,674 |
(6,160) |
Revenue reserve |
18 |
6,151 |
7,668 |
6,066 |
7,583 |
|
|
__________ |
__________ |
__________ |
__________ |
|
|
55,573 |
35,271 |
55,479 |
35,177 |
|
|
__________ |
__________ |
__________ |
__________ |
|
|
|
|
|
|
Net asset value per Ordinary share (pence): |
10 |
187.13 |
118.77 |
186.81 |
118.45 |
|
|
__________ |
__________ |
__________ |
__________ |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2010 |
|
|
|
|
|
|
|
Share |
|
Retained |
|
|
Share |
premium |
Capital |
revenue |
|
|
capital |
account |
reserve |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
As at 31 March 2009 |
14,899 |
18,855 |
(6,151) |
7,668 |
35,271 |
Revenue profit for the year |
- |
- |
- |
3,512 |
3,512 |
Capital gains for the year |
- |
(15) |
21,834 |
- |
21,819 |
Equity dividends (see note 9) |
- |
- |
- |
(5,029) |
(5,029) |
|
__________ |
__________ |
__________ |
__________ |
_________ |
As at 31 March 2010 |
14,899 |
18,840 |
15,683 |
6,151 |
55,573 |
|
__________ |
__________ |
__________ |
__________ |
_________ |
|
|
|
|
|
|
Year ended 31 March 2009 |
|
|
|
|
|
As at 31 March 2008 |
14,899 |
18,887 |
32,902 |
7,999 |
74,687 |
Revenue profit for the year |
- |
- |
- |
5,536 |
5,536 |
Capital losses for the year |
- |
(32) |
(39,053) |
- |
(39,085) |
Equity dividends (see note 9) |
- |
- |
- |
(5,867) |
(5,867) |
|
__________ |
__________ |
__________ |
__________ |
_________ |
As at 31 March 2009 |
14,899 |
18,855 |
(6,151) |
7,668 |
35,271 |
|
__________ |
__________ |
__________ |
__________ |
_________ |
|
|
|
|
|
|
Company Statement of Changes in Equity |
|
|
|
||
|
|
|
|
|
|
Year ended 31 March 2010 |
|
|
|
|
|
|
|
Share |
|
Retained |
|
|
Share |
premium |
Capital |
revenue |
|
|
capital |
account |
reserve |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
As at 31 March 2009 |
14,899 |
18,855 |
(6,160) |
7,583 |
35,177 |
Revenue profit for the year |
- |
- |
- |
3,512 |
3,512 |
Capital gains for the year |
- |
(15) |
21,834 |
- |
21,819 |
Equity dividends (see note 9) |
- |
- |
- |
(5,029) |
(5,029) |
|
__________ |
__________ |
__________ |
__________ |
_________ |
As at 31 March 2010 |
14,899 |
18,840 |
15,674 |
6,066 |
55,479 |
|
__________ |
__________ |
__________ |
__________ |
_________ |
|
|
|
|
|
|
Year ended 31 March 2009 |
|
|
|
|
|
As at 31 March 2008 |
14,899 |
18,887 |
32,893 |
7,881 |
74,560 |
Revenue profit for the year |
- |
- |
- |
5,569 |
5,569 |
Capital losses for the year |
- |
(32) |
(39,053) |
- |
(39,085) |
Equity dividends (see note 9) |
- |
- |
- |
(5,867) |
(5,867) |
|
__________ |
__________ |
__________ |
__________ |
_________ |
As at 31 March 2009 |
14,899 |
18,855 |
(6,160) |
7,583 |
35,177 |
|
__________ |
__________ |
__________ |
__________ |
_________ |
|
|
|
|
|
|
The revenue reserve represents the amount of the Company's reserves distributable by way of dividend. |
|||||
The accompanying notes are an integral part of these financial statements. |
GROUP AND COMPANY CASH FLOW STATEMENT
|
Year ended |
Year ended |
||
|
31 March 2010 |
31 March 2009 |
||
|
£'000 |
£'000 |
£'000 |
£'000 |
Cash flows from operating activities |
|
|
|
|
Investment income received |
|
3,987 |
|
6,368 |
Deposit interest received |
|
- |
|
51 |
Money Market Interest Received |
|
- |
|
123 |
Investment management fee paid |
|
(288) |
|
(366) |
VAT on investment management fees recovered |
|
431 |
|
- |
Other cash receipts |
|
215 |
|
1,363 |
Other cash expenses |
|
(269) |
|
(376) |
|
|
_________ |
|
_________ |
Cash generated from operations |
|
4,076 |
|
7,163 |
Interest paid |
|
(905) |
|
(1,320) |
Tax recovered |
|
7 |
|
9 |
|
|
_________ |
|
_________ |
Net cash inflows from operating activities |
|
3,178 |
|
5,852 |
|
|
_________ |
|
_________ |
Cash flows from investing activities |
|
|
|
|
Purchases of investments |
(10,299) |
|
(31,549) |
|
Sales of investments |
14,012 |
|
34,304 |
|
Sales of dealing subsidiary |
- |
|
419 |
|
Repayment of Index-Linked Debenture Stock |
(9,957) |
|
(9,997) |
|
|
_________ |
|
_________ |
|
Net cash outflow from investing activities |
|
(6,244) |
|
(6,823) |
|
|
_________ |
|
_________ |
Cash flows from financing activities |
|
|
|
|
Equity dividends paid |
(5,029) |
|
(5,867) |
|
|
_________ |
|
_________ |
|
Net cash outflow from financing activities |
|
(5,029) |
|
(5,867) |
|
|
_________ |
|
_________ |
Net decrease in cash and cash equivalents |
|
(8,095) |
|
(6,838) |
Cash and cash equivalents at start of period |
|
(10,755) |
|
(3,917) |
|
|
_________ |
|
_________ |
Cash and cash equivalents at end of period |
|
(18,850) |
|
(10,755) |
|
|
_________ |
|
_________ |
Cash and cash equivalents comprise: |
|
|
|
|
Cash and cash equivalents |
|
1,150 |
|
1,495 |
Short-term borrowings |
|
(20,000) |
|
(12,250) |
|
|
_________ |
|
_________ |
|
|
(18,850) |
|
(10,755) |
|
|
_________ |
|
_________ |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2010
1. |
Accounting policies |
|
|
(a) |
Basis of accounting |
|
|
The financial statements of the Group and Company have been prepared in accordance with International Financial Reporting Standards (IFRSs) which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect, and to the extent that they have been adopted by the European Union. |
|
|
|
|
|
The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of investments and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (issued in January 2009). The adoption of the SORP had no effect on the financial statements of the Company, other than the requirement to separately disclose capital reserves that relate to the revaluation of investments held at the reporting date. These are disclosed in note 18. This requirement replaces the previous requirement to disclose the value of the capital reserve that was unrealised. The Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP except as referred to in paragraph (d) below. The financial statements have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on a going concern basis. |
|
|
|
|
|
In order better to reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. In accordance with the Company's status as a UK investment company under Section 833 of the Companies Act 2006 (previously s266 of the Companies Act 1985), net capital returns may not be distributed by way of dividend. Additionally, the net revenue of the Company is the measure the Directors believe appropriate in assessing the Group's compliance with certain requirements set out in Section 842 of the Income and Corporation Taxes Act 1988. |
|
|
|
|
|
The Group adopted the extended disclosure requirements within IFRS 7 for accounting periods beginning on or after 1 January 2009. The extended disclosure requirements introduced a fair value hierarchy and this is disclosed in note 20. |
|
|
|
|
|
At the date of authorisation of these financial statements, the following Standards and Interpretations were in issue but not yet effective: |
|
|
|
|
|
IFRS 9 - Financial Instruments: Classification and Measurement (effective for annual periods beginning on or after 2013). This standard has not yet been adopted by the EU. |
|
|
Amendments to IFRS1 - First-time Adoption of IFRSs and Additional Exemptions for First-time adopters (effective for annual periods beginning on or after 1 July 2009 and 1 January 2010 respectively) |
|
|
Amendments to IFRS 2 - Group Cash-settled Share-based payments (effective for annual periods beginning on or after 1 January 2010) |
|
|
Amendments to IFRS 3 and IAS 27 - Business Combinations (effective for annual periods beginning on or after 1 July 2009) |
|
|
Amendments to IAS 24 - Related Party Disclosures (effective for annual periods beginning on or after 1 January 2011) |
|
|
Amendments to IAS 32 - Classification of Rights Issues (effective for annual periods beginning on or after 1 February 2010) |
|
|
Amendments to IAS 39 - Eligible Hedged Items (effective for annual periods beginning on or after 1 July 2009) |
|
|
IFRIC 17 - Distributions of Non-cash assets to Owners (effective for annual periods beginning on or after 1 July 2009) |
|
|
IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods beginning on or after 1 July 2009) |
|
|
Amendments to IFRIC 14 - Prepayments of a Minimum Funding Requirement (effective for annual periods beginning on or after 1 July 2009) |
|
|
|
|
|
The Directors do not anticipate that the adoption of these Standards and Interpretations in future periods will materially impact the Group's financial results in the period of initial application although there will be revised presentations to the Primary Financial Statements and additional disclosures. Any future business combinations will be affected. The Group intends to adopt the standards in the reporting period when they become effective. |
|
|
|
|
(b) |
Consolidation |
|
|
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March 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 Company has availed itself of the relief from showing a Statement of Comprehensive Income for the parent company, granted under Section 408 of the Companies Act 2006 (previously section 230 of the Companies Act 1985). |
|
|
|
|
(c) |
Investments |
|
|
All investments have been designated upon initial recognition at fair value through profit or loss. This is because all investments are considered to form part of a group of financial assets which is evaluated on a fair value basis. Investments are recognised or derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned. Proceeds are measured at fair value which is regarded as the proceeds of sales less any transaction costs. |
|
|
|
|
|
The fair value of the financial instruments is based on their quoted bid price at the Balance Sheet date, without deduction for any estimated future selling costs. Any unquoted investments would be held at fair value, as measured by the Directors using appropriate valuation methodologies such as earnings multiples, recent transactions and net assets. In the case of the Company's investment in the subsidiary, of which the Company owns 100% of its Ordinary share capital, this has been measured at fair value, which is deemed to be its net asset value. |
|
|
|
|
|
Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Group Statement of Comprehensive Income as "Gains/(losses) on investments". Also included within this caption are transaction costs in relation to the purchase or sale of investments, including the difference between the purchase price of an investment and its bid price at the date of purchase. |
|
|
|
|
(d) |
Income |
|
|
Dividend income from equity investments which includes all Ordinary shares and also preference shares classified as equity instruments is accounted for when the shareholders' rights to receive payment have been established, normally the ex-dividend date. |
|
|
|
|
|
Interest from debt securities, which include preference shares classified as debt instruments, is accounted for on an effective interest rate basis. Any write-off of the premium or discount on acquisition as a result of using this basis is allocated against capital reserve. The SORP recommends that such a write-off should be allocated against revenue. The Directors believe this treatment is not appropriate for a high yielding investment trust which frequently buys and sells debt securities, and believe any premium or discount included in the price of such an investment is a capital item. |
|
|
|
|
|
Traded option contracts are restricted to writing out-of-the-money options with a view to generating income. Premiums received on traded option contracts are recognised as income evenly over the period from the date they are written to the date when they expire or are exercised or assigned. Gains and losses on the underlying shares acquired or disposed of as a result of options exercised are included in the capital account. Unexpired traded option contracts at the year end are accounted for at their fair value. |
|
|
|
|
|
Interest from deposits is dealt with on an effective interest basis. |
|
|
|
|
|
Underwriting commission is recognised when the underwriting services are provided and is taken to revenue, unless any shares underwritten are required to be taken up, in which case the proportionate commission received is deducted from the cost of the investment. |
|
|
|
|
(e) |
Expenses |
|
|
All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Statement of Comprehensive Income, all expenses have been presented as revenue items except those where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated. Accordingly the investment management fee and finance costs have been allocated 50% to revenue and 50% to capital, in order to reflect the Directors expected long-term view of the nature of the investment returns of the Company. |
|
|
|
|
(f) |
Short-term borrowings |
|
|
Short-term borrowings, which comprise interest bearing bank loans and overdrafts, are initially recognised at cost, being the fair value of the consideration received, net of any issue expenses. The finance costs, being the difference between the net proceeds of borrowings and the total amount of payments that require to be made in respect of those borrowings, accrue evenly over the life of the borrowings and are allocated 50% to revenue and 50% to capital. |
|
|
|
|
(g) |
Index-Linked Debenture stock |
|
|
The Index-Linked adjustments to the redemption value of the Index-Linked Debenture stock, and the interest payable on the Debenture are aggregated. The total is then charged 50% to capital and 50% to revenue. The amortisation of discounts and expenses of issue are charged wholly to share premium. |
|
|
|
|
|
This allocation between capital and revenue reflects the expected long-term split of returns as mentioned in note (e). |
|
|
|
|
(h) |
Taxation |
|
|
The tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expenditure that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group has no liability for current tax. |
|
|
|
|
|
Deferred tax is provided in full on temporary differences which result in an obligation at the Balance Sheet date to pay more tax, or a right to pay less tax, at a future date at rates expected to apply when they crystallise, based on current tax rates and law. Temporary differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. |
|
|
|
|
(i) |
Foreign currencies |
|
|
Transactions involving foreign currencies are converted at the rate ruling at the time of the transaction. Assets and liabilities in foreign currencies are translated at the closing rates of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in capital reserve or the revenue account as appropriate. |
|
|
2010 |
2009 |
||
2. |
Income |
£'000 |
£'000 |
£'000 |
£'000 |
|
Income from listed investments |
|
|
|
|
|
Dividend income |
|
3,080 |
|
4,618 |
|
Interest income from investments |
|
803 |
|
731 |
|
Money Market Interest |
|
- |
|
129 |
|
Stock dividend |
|
31 |
|
81 |
|
|
|
_______ |
|
_______ |
|
|
|
3,914 |
|
5,559 |
|
|
|
_______ |
|
_______ |
|
Other income from investment activity |
|
|
|
|
|
Deposit interest |
|
- |
|
39 |
|
Traded option premiums |
|
212 |
|
1,338 |
|
Sales of investments in dealing subsidiary |
- |
|
419 |
|
|
Cost of sales in dealing subsidiary |
- |
|
(452) |
|
|
|
_______ |
|
_______ |
|
|
|
|
- |
|
(33) |
|
Interest on VAT recoverable on investment management fees |
|
55 |
|
- |
|
Other income |
|
20 |
|
26 |
|
|
|
_______ |
|
_______ |
|
|
|
287 |
|
1,370 |
|
|
|
_______ |
|
_______ |
|
Total income |
|
4,201 |
|
6,929 |
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
Total income comprises: |
|
£'000 |
|
£'000 |
|
Dividends and interest from investments |
|
3,914 |
|
5,559 |
|
Deposit interest |
|
- |
|
39 |
|
Interest on VAT recoverable on investment management fees |
|
55 |
|
- |
|
Other income from investment activity |
|
232 |
|
1,331 |
|
|
|
_______ |
|
_______ |
|
Total income |
|
4,201 |
|
6,929 |
|
|
|
_______ |
|
_______ |
|
|
||||
|
All dividend income was received from UK companies. The amount of £134,000 (2009 - £143,000) included in the capital column of Investment Income represents the write off of the premium or discount on acquisition of debt securities referred to in note 1(d). An amount of £nil (2009 - £16,000) was received by way of consent payment and has been treated as capital. |
|
|
2010 |
2009 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
3. |
Investment Management fees |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Investment management fees |
149 |
149 |
298 |
165 |
165 |
330 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
|
|
|
|
|
|
|
|
|
For the year ended 31 March 2010 management and secretarial services were provided by Aberdeen Asset Managers Limited. The fee is 0.45% for funds up to £100 million and 0.40% for funds over £100 million, calculated monthly and paid quarterly. The fee is allocated 50% to revenue and 50% to capital. |
|
|
2010 |
2009 |
4. |
Administrative expenses |
£'000 |
£'000 |
|
Directors' remuneration |
65 |
77 |
|
Fees payable to auditors and associates |
|
|
|
- fees payable to the Company's auditors for the audit of the annual accounts |
21 |
20 |
|
Marketing contribution paid to Aberdeen |
10 |
63 |
|
Professional fees |
8 |
38 |
|
Other administrative expenses |
140 |
110 |
|
|
______ |
______ |
|
|
244 |
308 |
|
|
______ |
______ |
5. |
Directors' remuneration |
|
The Company had no employees during the year (2009 - nil). No pension contributions were paid for Directors (2009 - £nil). |
|
|
2010 |
2009 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
6. |
Finance costs and borrowings |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Bank loans and overdrafts repayable within five years |
194 |
194 |
388 |
159 |
159 |
318 |
|
5% Index-Linked Debenture Stock 2008/2010 |
176 |
176 |
352 |
912 |
912 |
1,824 |
|
Amortisation of issue expenses on Debenture Stock |
- |
15 |
15 |
- |
32 |
32 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
|
|
370 |
385 |
755 |
1,071 |
1,103 |
2,174 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
7. |
Taxation |
||||||
|
At 31 March 2010 the Company had surplus management expenses and loan relationship debits with a tax value of £6,298,000 (2009 - £6,286,000) in respect of which a deferred tax asset has not been recognised. This is because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing surplus expenses. |
||||||
|
|
||||||
|
The following table is a reconciliation of current taxation to the charges/credits which would arise if all ordinary activities were taxed at the standard UK corporation tax rate of 28% (2009 - 28%). |
||||||
|
|
2010 |
2009 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Profit/(loss) before tax |
3,512 |
21,819 |
25,331 |
5,527 |
(39,085) |
(33,558) |
|
|
_______ |
______ |
______ |
_______ |
_______ |
_______ |
|
Taxation of return on ordinary activities at the standard rate of corporation tax |
989 |
6,108 |
7,097 |
1,548 |
(10,944) |
(9,396) |
|
Effects of: |
|
|
|
|
|
|
|
UK dividend income not liable to further tax |
(872) |
- |
(872) |
(1,309) |
- |
(1,309) |
|
Prior year adjustment |
- |
- |
- |
(9) |
- |
(9) |
|
Non-taxable write off of debt security premium/discount |
- |
- |
- |
- |
40 |
40 |
|
Brought forward management expenses utilised |
(124) |
- |
(124) |
(239) |
- |
(239) |
|
Current year management expenses not utilised |
7 |
168 |
175 |
- |
311 |
311 |
|
Non-taxable realisation (gains)/losses |
- |
(6,276) |
(6,276) |
- |
10,593 |
10,593 |
|
|
_______ |
______ |
______ |
_______ |
_______ |
_______ |
|
Taxation charge for the year |
- |
- |
- |
(9) |
- |
(9) |
|
|
_______ |
______ |
______ |
_______ |
_______ |
_______ |
8. |
Revenue and capital gain attributable to equity holders of the Company |
|
The revenue and capital gain attributable to equity holders of the Group for the financial year includes £25,331,000 (2009 - loss £33,516,000) which has been dealt with in the Company's financial statements. |
|
|
2010 |
2009 |
9. |
Dividends |
£'000 |
£'000 |
|
Amounts recognised as distributions to equity holders in the period: |
|
|
|
Third interim dividend for the year ended 31 March 2009 of 4.4p (2008 - 4.4p) per share |
1,306 |
1,306 |
|
Final dividend for the year ended 31 March 2009 of 6.55p (2008 - 6.55p) per share |
1,946 |
1,946 |
|
First two interim dividends for the year ended 31 March 2010 totalling 6.0p (2009 - 8.8p) per share |
1,782 |
2,613 |
|
Refund of unclaimed dividends from previous periods |
(7) |
- |
|
|
________ |
________ |
|
|
5,027 |
5,865 |
|
|
________ |
________ |
|
3.5% Cumulative preference shares |
2 |
2 |
|
|
________ |
________ |
|
|
|
|
|
The third interim dividend of 3.0p for the year to 31 March 2010 paid on 30 April 2010 and the proposed final dividend for the year to 31 March 2010 payable on 30 July 2010 have not been included as liabilities in these financial statements. |
||
|
|
||
|
We also set out below the total ordinary dividends payable in respect of the financial year, which is the basis on which the requirements of Section 842 of the Income and Corporation Taxes Act 1988 are considered: |
||
|
|
2010 |
2009 |
|
|
£'000 |
£'000 |
|
Three interim dividends for the year ended 31 March 2010 totalling 9.0p (2009 - 13.2p) per share |
2,673 |
3,920 |
|
Final proposed dividend for the year ended 31 March 2010 of 3.0p (2009 - 6.55p) per share |
891 |
1,945 |
|
|
________ |
________ |
|
|
3,564 |
5,865 |
|
|
________ |
________ |
10. |
Return and net asset value per share |
|
|
|
The gains/(losses) per share are based on the following figures: |
|
|
|
|
2010 |
2009 |
|
|
£'000 |
£'000 |
|
Revenue return |
3,512 |
5,536 |
|
Capital return |
21,819 |
(39,085) |
|
|
__________ |
__________ |
|
Net return |
25,331 |
(33,549) |
|
|
__________ |
__________ |
|
Weighted average number of Ordinary shares |
29,697,580 |
29,697,580 |
|
|
__________ |
__________ |
|
|
|
|
|
Net asset value per Ordinary share is based on net assets attributable to Ordinary shareholders of £55,573,000 (2009 - £35,271,000) and on the 29,697,580 (2009 - 29,697,580) Ordinary shares in issue at 31 March 2010. |
|
|
Group & Company |
|
|||||||||
|
|
2010 |
2009 |
|
||||||||
11. |
Non current assets - Securities at fair value |
£'000 |
£'000 |
|
||||||||
|
Listed on recognised stock exchanges: |
|
|
|
||||||||
|
United Kingdom |
72,547 |
52,676 |
|
||||||||
|
Overseas |
4 |
2 |
|
||||||||
|
|
___________ |
___________ |
|
||||||||
|
|
72,551 |
52,678 |
|
||||||||
|
Unlisted - overseas |
472 |
2,053 |
|
||||||||
|
|
___________ |
___________ |
|
||||||||
|
|
73,023 |
54,731 |
|
||||||||
|
|
___________ |
___________ |
|
||||||||
|
|
|
|
|
||||||||
|
Group |
|
|
|
||||||||
|
|
2010 |
2009 |
|||||||||
|
|
Listed |
Unlisted |
|
Listed |
Unlisted |
|
|||||
|
|
investments |
investments |
Total |
investments |
investments |
Total |
|||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
|
Cost at 31 March 2009 |
79,799 |
648 |
80,447 |
101,105 |
827 |
101,932 |
|||||
|
Investment holdings (losses)/gains at 31 March 2009 |
(27,121) |
1,405 |
(25,716) |
(6,900) |
264 |
(6,636) |
|||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
_________ |
|||||
|
Fair value at 31 March 2009 |
52,678 |
2,053 |
54,731 |
94,205 |
1,091 |
95,296 |
|||||
|
Purchases |
10,299 |
- |
10,299 |
31,629 |
- |
31,629 |
|||||
|
Sales |
- proceeds |
(14,314) |
- |
(14,314) |
(34,004) |
(186) |
(34,190) |
||||
|
|
- realised (losses)/ gains on sales |
(4,822) |
- |
(4,822) |
(18,788) |
7 |
(18,781) |
||||
|
Amortised cost adjustments to debt securities{A} |
(134) |
- |
(134) |
(143) |
- |
(143) |
|||||
|
Fair value movement in the year |
28,844 |
(1,581) |
27,263 |
(20,221) |
1,141 |
(19,080) |
|||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
_________ |
|||||
|
Fair value at 31 March 2010 |
72,551 |
472 |
73,023 |
52,678 |
2,053 |
54,731 |
|||||
|
{A} Charged to capital. |
___________ |
___________ |
__________ |
___________ |
___________ |
_________ |
|||||
|
|
|
|
|
|
|
|
|||||
|
|
2010 |
2009 |
|||||||||
|
|
Listed |
Unlisted |
|
Listed |
Unlisted |
|
|||||
|
|
investments |
investments |
Total |
investments |
investments |
Total |
|||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
|
Cost at 31 March 2010 |
70,828 |
648 |
71,476 |
79,799 |
648 |
80,447 |
|||||
|
Investment holdings gains/(losses) at 31 March 2010 |
1,723 |
(176) |
1,547 |
(27,121) |
1,405 |
(25,716) |
|||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
_________ |
|||||
|
Fair value at 31 March 2010 |
72,551 |
472 |
73,023 |
52,678 |
2,053 |
54,731 |
|||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
_________ |
|||||
|
|
|
|
|
|
|
||||||
|
Company |
|
|
|
|
|
||||||
|
|
2010 |
2009 |
|
||||||||
|
|
Listed |
Unlisted |
|
Listed |
Unlisted |
|
|
||||
|
|
investments |
investments |
Total |
investments |
investments |
Total |
|
||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
||||
|
Cost at 31 March 2009 |
79,799 |
648 |
80,447 |
101,105 |
827 |
101,932 |
|
||||
|
Investment holdings (losses)/gains at 31 March 2009 |
(27,121) |
1,405 |
(25,716) |
(6,900) |
264 |
(6,636) |
|
||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
________ |
|
||||
|
Fair value at 31 March 2009 |
52,678 |
2,053 |
54,731 |
94,205 |
1,091 |
95,296 |
|
||||
|
Purchases |
10,299 |
- |
10,299 |
31,629 |
- |
31,629 |
|
||||
|
Sales |
- proceeds |
(14,314) |
- |
(14,314) |
(34,004) |
(186) |
(34,190) |
|
|||
|
|
- realised (losses)/ gains on sales |
(4,822) |
- |
(4,822) |
(18,788) |
7 |
(18,781) |
|
|||
|
Amortised cost adjustments to debt securities{A} |
(134) |
- |
(134) |
(143) |
- |
(143) |
|
||||
|
Fair value movement in the year |
28,844 |
(1,581) |
27,263 |
(20,221) |
1,141 |
(19,080) |
|
||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
________ |
|
||||
|
Fair value at 31 March 2010 |
72,551 |
472 |
73,023 |
52,678 |
2,053 |
54,731 |
|
||||
|
{A} Charged to capital. |
___________ |
___________ |
__________ |
___________ |
___________ |
________ |
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
2010 |
2009 |
|
||||||||
|
|
Listed |
Unlisted |
|
Listed |
Unlisted |
|
|
||||
|
|
investments |
investments |
Total |
investments |
investments |
Total |
|
||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
||||
|
Cost at 31 March 2010 |
70,828 |
648 |
71,476 |
79,799 |
648 |
80,447 |
|
||||
|
Investment holdings gains/(losses) at 31 March 2010 |
1,723 |
(176) |
1,547 |
(27,121) |
1,405 |
(25,716) |
|
||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
________ |
|
||||
|
Fair value at 31 March 2010 |
72,551 |
472 |
73,023 |
52,678 |
2,053 |
54,731 |
|
||||
|
|
___________ |
___________ |
__________ |
___________ |
___________ |
________ |
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
Group & Company |
|
|||||
|
|
|
|
|
|
2010 |
2009 |
|
||||
|
Gains/(losses) on investments |
£'000 |
£'000 |
|
||||||||
|
Net realised (losses)/ gains on sales of investments |
(4,784) |
(17,660) |
|
||||||||
|
Call options exercised |
(38) |
(1,121) |
|
||||||||
|
Net realised losses on sales |
(4,822) |
(18,781) |
|
||||||||
|
Movement in fair value of investments |
27,253 |
(18,785) |
|
||||||||
|
Put options assigned |
10 |
(295) |
|
||||||||
|
Movement in (appreciation)/depreciation of traded options held |
(25) |
29 |
|
||||||||
|
|
___________ |
________ |
|
||||||||
|
|
22,416 |
(37,832) |
|
||||||||
|
|
___________ |
________ |
|
||||||||
|
|
|||||||||||
|
The cost of the exercising of call options and the assigning of put options is the difference between the market price of the underlying shares and the strike price of the options. The premiums earned on options expired, exercised or assigned of £212,000 (2009 - £1,338,000) have been dealt with in the revenue account. |
|||||||||||
|
|
|||||||||||
|
The movement in the fair value of traded option contracts has been calculated in accordance with the accounting policy stated in note 1(d) and has been charged to the capital reserve. |
|||||||||||
|
|
|||||||||||
|
As at 31 March 2010, the Company had pledged collateral equal to 964% of the market value of the traded options in accordance with standard commercial practice. The carrying amount of financial assets pledged equated to £2,043,000 all in the form of securities. The collateral position, which has not been adjusted down in line with the reduced traded option activity, is monitored on a daily basis, which then determines if further assets are required to be pledged over and above those already pledged. |
|||||||||||
|
|
|||||||||||
|
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 Statement of Comprehensive Income. The total costs on the purchases and sales of investments in the year was £78,000 (2009 - £225,000). |
|||||||||||
|
|
|||||||||||
|
All investments are categorised as held at fair value through profit and loss and were designated as such upon initial recognition. |
|||||||||||
|
|
|||||||||||
|
At 31 March 2010 the Company held the following investments comprising more than 3% of the class of share capital held: |
|||||||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Class |
|
||||||
|
|
Country of |
Number of |
Class of |
held |
|
||||||
|
Company |
incorporation |
shares held |
shares held |
% |
|
||||||
|
Shires Smaller Companies plc |
Scotland |
4,000,000 |
ordinary |
18.1% |
|
||||||
|
Sierra Monitor Corporation |
USA |
1,549,134 |
common stock |
13.5% |
|
||||||
|
REA Holdings |
England |
996,720 |
9% cum pref |
6.1% |
|
||||||
|
Ecclesiastical Insurance Office |
England |
4,240,000 |
7% cum pref |
6.4% |
|
||||||
|
Royal Sun Alliance |
England |
4,350,000 |
7% cum pref |
3.5% |
|
||||||
|
General Accident |
Scotland |
3,548,000 |
7% cum pref |
3.2% |
|
||||||
12. |
Subsidiary undertakings |
|
As at 31 March 2010, the Company owned the whole of the issued ordinary share capital of its two subsidiary undertakings, Topshire Limited and Wiston Investment Company Limited, both of which are investment dealing companies registered in England. Topshire Limited has been dormant since 1989. |
|
|
Group |
Company |
||
|
|
2010 |
2009 |
2010 |
2009 |
13. |
Current assets |
£'000 |
£'000 |
£'000 |
£'000 |
|
Investment sales |
302 |
- |
302 |
- |
|
Accrued income & prepayments |
1,206 |
1,099 |
1,206 |
1,099 |
|
Other debtors |
55 |
313 |
55 |
313 |
|
Cash at bank |
1,150 |
1,495 |
1,150 |
1,495 |
|
|
_________ |
_________ |
_________ |
_________ |
|
|
2,713 |
2,907 |
2,713 |
2,907 |
|
|
_________ |
_________ |
_________ |
_________ |
|
None of the above amounts is overdue. |
|
|
|
|
|
|
Group |
Company |
||
|
|
2010 |
2009 |
2010 |
2009 |
14. |
Current liabilities |
£'000 |
£'000 |
£'000 |
£'000 |
|
Bank loans |
20,000 |
12,250 |
20,000 |
12,250 |
|
Due to subsidiary undertakings |
- |
- |
94 |
94 |
|
Other creditors |
163 |
175 |
163 |
175 |
|
5% Index-Linked Debenture Stock 2008/2010: |
|
|
|
|
|
- due in less than one year |
- |
9,942 |
- |
9,942 |
|
|
_________ |
_________ |
_________ |
_________ |
|
|
20,163 |
22,367 |
20,257 |
22,461 |
|
|
_________ |
_________ |
_________ |
_________ |
|
|
|
|
|
|
|
Included above are the following amounts owed to Aberdeen, the Manager and Secretaries: |
||||
|
Other creditors |
79 |
69 |
79 |
69 |
|
|
_________ |
_________ |
_________ |
_________ |
|
|
|
|
|
|
|
In February 2010 the Company renewed an agreement with The Royal Bank of Scotland to provide a loan facility for up to £20,000,000. At the year end £18,000,000 had been drawn down at an all-in interest rate of 2.7735% which matured on 9 April 2010. At 27 May 2010 the principal amount was £16,000,000 at an all-in interest rate of 2.8035%. |
||||
|
|
||||
|
The terms of The Royal Bank of Scotland facility contain a covenant that gross borrowings may not exceed 40% of adjusted net assets (previously 50%). The Company met this covenant throughout the period and until the date of this Report. |
||||
|
|
||||
|
In December 2008 the Company entered into an agreement with HSBC to provide a loan facility for up to £3,500,000. At the year end £2,000,000 had been drawn down at an all-in interest rate of 1.8000% which matured on 9 April 2010. At 27 May 2010 the principal amount was unchanged as was the all-in interest rate. |
||||
|
|
||||
|
The terms of the HSBC facility contain a covenant that net assets are not less than £35 million. The Company has met this covenant throughout the period and until the date of this Report. |
|
|
Group and Company |
||
|
|
2010 |
2009 |
|
15. |
Index Linked Debenture Stock |
£'000 |
£'000 |
|
|
Due within 1 year |
- |
9,942 |
|
|
|
_________ |
_________ |
|
|
5% Index-Linked Debenture Stock 2008/2010 |
|
|
|
|
On 5th March 2010 the balance of the 5% stock was repaid in full. In order to finance this repayment, the Company's loan facility was increased. |
|||
|
|
|||
|
The discount on issue was amortised annually to the share premium account over the life of the Stock. |
|||
|
|
|||
|
This Stock was unlisted and was secured by a floating charge over the whole of the assets of the Company and its dealing subsidiary undertakings. |
|||
|
|
|||
|
The terms of the deed specify that the Group's aggregate borrowings must not exceed shareholders' funds and the market value of total assets requires to be at least three times the Group's secured indebtedness. The only secured indebtedness is the Index-Linked Debenture Stock. The Company met these covenants throughout the period and until the date of repayment. |
|||
|
|
|||
|
The Directors' opinion of the total fair value of this Stock at 31 March 2009, determined with reference to the current interest profile of similar instruments, was £10,107,000. This value is given for disclosure purposes only. |
|||
|
|
|||
|
Interest on the 5% Stock is paid on 6 March and 6 September each year at an annual rate of 5% as adjusted by the movement in the UK General Index of Retail Prices (RPI) over the period from July 1989 to the month eight months prior to the month in which interest is paid. |
|||
|
|
|||
|
The capital amount to be repaid on the 5% Stock on 6 March in each of the years 2008 to 2010 is one third of the nominal amount as adjusted by the movement in the RPI over the period from July 1989 to the month eight months prior to the month in which repayment is made. |
|||
|
|
|||
|
The amounts outstanding at 31 March 2010 comprise: |
|||
|
|
Group and Company |
||
|
|
2010 |
2009 |
|
|
|
£'000 |
£'000 |
|
|
Nominal amounts |
- |
5,333 |
|
|
Discounts on issue |
- |
(15) |
|
|
|
_________ |
_________ |
|
|
|
- |
5,318 |
|
|
Index-linked adjustments |
- |
4,624 |
|
|
|
_________ |
_________ |
|
|
|
- |
9,942 |
|
|
|
_________ |
_________ |
|
|
The movements during the year were as follows: |
|
|
|
|
|
Group and Company |
||
|
|
2010 |
2009 |
|
|
|
£'000 |
£'000 |
|
|
Amounts outstanding at 31 March 2009 |
9,942 |
19,033 |
|
|
Amortisation of discounts (note 17) |
15 |
32 |
|
|
Capital repaid |
(9,854) |
(9,997) |
|
|
Index-linked adjustments |
(103) |
874 |
|
|
|
_________ |
_________ |
|
|
Amounts outstanding at 31 March 2010 |
- |
9,942 |
|
|
|
_________ |
_________ |
|
|
|
2010 |
2009 |
||
16. |
Called up share capital |
Number |
£'000 |
Number |
£'000 |
|
Authorised |
|
|
|
|
|
Ordinary shares of 50 pence each |
39,800,000 |
19,900 |
39,800,000 |
19,900 |
|
3.5% Cumulative Preference shares of £1 each |
100,000 |
100 |
100,000 |
100 |
|
|
|
_________ |
|
_________ |
|
|
|
20,000 |
|
20,000 |
|
|
|
_________ |
|
_________ |
|
|
|
|
|
|
|
|
2010 |
2009 |
||
|
|
Number |
£'000 |
Number |
£'000 |
|
Allotted, called up and fully paid |
|
|
|
|
|
Ordinary shares of 50 pence each |
29,697,580 |
14,849 |
29,697,580 |
14,849 |
|
3.5% Cumulative Preference shares of £1 each |
50,000 |
50 |
50,000 |
50 |
|
|
|
_________ |
|
_________ |
|
|
|
14,899 |
|
14,899 |
|
|
|
_________ |
|
_________ |
|
|
|
|
|
|
|
The Group manages its capital to ensure that it will be able to continue as a going concern. |
||||
|
|
||||
|
The capital structure of the Company consists of debt, cash and cash equivalents and equity, comprising issued capital, reserves and retained earnings. |
||||
|
|
||||
|
The Company does not have any externally imposed capital requirements. |
|
|
2010 |
2009 |
17. |
Share premium account |
£'000 |
£'000 |
|
At 31 March 2009 |
18,855 |
18,887 |
|
Amortisation of expenses and discounts on issue of Debenture Stock (note 15) |
(15) |
(32) |
|
|
_________ |
_________ |
|
At 31 March 2010 |
18,840 |
18,855 |
|
|
_________ |
|
|
|
Group |
Company |
Group |
Company |
|
|
2010 |
2010 |
2009 |
2009 |
18. |
Retained earnings |
£'000 |
£'000 |
£'000 |
£'000 |
|
Capital reserve |
|
|
|
|
|
At 31 March 2009 |
(6,151) |
(6,160) |
32,902 |
32,893 |
|
Net gains on sales of investments during year |
(4,822) |
(4,822) |
(18,781) |
(18,781) |
|
Movement in fair value gains on investments |
27,263 |
27,263 |
(19,080) |
(19,080) |
|
Amortised cost adjustment charged to capital |
(134) |
(134) |
(143) |
(143) |
|
Investment management fees |
(149) |
(149) |
(165) |
(165) |
|
VAT recoverable on investment management fees |
74 |
74 |
142 |
142 |
|
Bank loans and overdrafts repayable within five years |
(194) |
(194) |
(159) |
(159) |
|
Index-Linked Debenture costs |
(176) |
(176) |
(912) |
(912) |
|
Traded options |
(25) |
(25) |
29 |
29 |
|
Other |
(3) |
(3) |
16 |
16 |
|
|
_________ |
________ |
________ |
________ |
|
At 31 March 2010 |
15,683 |
15,674 |
(6,151) |
(6,160) |
|
|
_________ |
________ |
________ |
________ |
|
|
|
|
|
|
|
|
Group |
Company |
Group |
Company |
|
|
2010 |
2010 |
2009 |
2009 |
|
Revenue reserve |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31 March 2009 |
7,668 |
7,583 |
7,999 |
7,881 |
|
Revenue |
3,512 |
3,512 |
5,536 |
5,569 |
|
Dividends paid |
(5,029) |
(5,029) |
(5,867) |
(5,867) |
|
|
_________ |
________ |
________ |
________ |
|
At 31 March 2010 |
6,151 |
6,066 |
7,668 |
7,583 |
|
|
_________ |
________ |
________ |
________ |
19. |
Risk management, financial assets and liabilities |
|
|||||||||||||
|
Risk management |
|
|||||||||||||
|
The Company's objective of providing a high and growing dividend with capital growth is addressed by investing primarily in UK equities to provide growth in capital and income and in fixed income securities to provide a high level of income. |
|
|||||||||||||
|
|
|
|||||||||||||
|
The impact of security price volatility is reduced by diversification. Diversification is by type of security - ordinary shares, preference shares, convertibles, corporate fixed interest and gilt-edged and by investment in the stocks and shares of companies in a range of industrial, commercial and financial sectors. The management of the portfolio is conducted according to investment guidelines, established by the Board after discussion with the Manager, which specify the limits within which the Manager is authorised to act. |
|
|||||||||||||
|
|
|
|||||||||||||
|
The Manager has a dedicated investment management process which aims to ensure that the investment objective is achieved. Stock selection procedures are in place based on the active portfolio management and identification of stocks. The portfolio is reviewed on a periodic basis by a Senior Investment Manager and also by the Manager's Investment Committee. |
|
|||||||||||||
|
|
|
|||||||||||||
|
The Company's Manager has an independent Investment Risk department for reviewing the investment risk parameters of all core equity, balanced, fixed income and alternative asset classes on a regular basis. The department reports to the Manager's Performance Review Committee which is chaired by the Manager's Chief Investment Officer. The department's responsibility is to review and monitor ex-ante (predicted) portfolio risk and style characteristics using best practice, industry standard multi-factor models. |
|
|||||||||||||
|
|
|
|||||||||||||
|
Additionally, the Manager's Compliance department continually monitors the Company's investment and borrowing powers and reports to the Manager's Risk Management Committee. |
|
|||||||||||||
|
|
|
|||||||||||||
|
Financial assets and liabilities |
|
|||||||||||||
|
The Group's financial assets include investments, cash at bank and short-term debtors. Financial liabilities consist of the Index -Linked Debenture stock, short-term borrowings (together "Gearing"), and other short-term creditors. |
|
|||||||||||||
|
|
|
|||||||||||||
|
Gearing |
|
|||||||||||||
|
During the year, the Group had in issue an Index-Linked Debenture on which the interest payable and the capital sum to be repaid on maturity were linked to the Retail Prices Index. This was repaid in full on 5 March 2010. Short-term borrowing consisting of revolving credit facilities from banking institutions is also used and bears interest at floating rates. The gearing risk is actively managed and monitored as part of the overall investment strategy. The employment of gearing magnifies the impact on net assets of both positive and negative changes in the value of the Group's portfolio of investments. |
|
|||||||||||||
|
|
|
|||||||||||||
|
The main risks the Company faces from its financial instruments are (i) market risk (comprising interest rate risk, currency risk and other price risk), (ii) liquidity risk and (iii) credit risk. The Company has minimal exposure to foreign currency risk as it holds only a small amount of foreign currency assets and has no exposure to any foreign currency liabilities. |
|
|||||||||||||
|
|
|
|||||||||||||
|
The Company is subject to interest rate risk because bond yields are linked to underlying bank rates or equivalents, and its short-term borrowings and cash resources carry interest at floating rates. The interest rate profile is managed as part of the overall investment strategy of the Company. |
|
|||||||||||||
|
|
|
|||||||||||||
|
(i) |
Market risk |
|
||||||||||||
|
|
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk and other price risk. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Interest rate risk |
|
||||||||||||
|
|
Interest rate movements may affect: |
|
||||||||||||
|
|
- |
the fair value of the investments in fixed interest rate securities; |
||||||||||||
|
|
- |
the level of income receivable on cash deposits; |
||||||||||||
|
|
- |
interest payable on the Company's variable rate 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 reviews on a regular basis the values of the fixed interest rate securities. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Interest rate profile |
|
||||||||||||
|
|
The interest rate risk profile of the portfolio of financial assets and liabilities (excluding ordinary shares and Convertibles) at the Balance Sheet date was as follows: |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Weighted |
|
|
|
|
|
||||||||
|
|
average |
|
|
|
|
|
||||||||
|
|
period |
Weighted |
|
|
|
|
||||||||
|
|
for which |
average |
|
|
Non- |
|
||||||||
|
|
rate is |
interest |
Fixed |
Floating |
interest |
|
||||||||
|
|
fixed |
rate |
rate |
rate |
bearing |
|
||||||||
|
As at 31 March 2010 |
Years |
% |
£'000 |
£'000 |
£'000 |
|
||||||||
|
Assets |
|
|
|
|
|
|
||||||||
|
UK irredeemable preference shares |
- |
8.10 |
17,076 |
- |
- |
|
||||||||
|
UK preference shares |
29.90 |
11.61 |
4,972 |
- |
- |
|
||||||||
|
Cash |
- |
0.30 |
- |
1,150 |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
Total assets |
- |
- |
22,048 |
1,150 |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
Liabilities |
|
|
|
|
|
|
||||||||
|
Short-term bank loan |
0.04 |
2.68 |
(20,000) |
- |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
Total liabilities |
- |
- |
(20,000) |
- |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
Weighted |
|
|
|
|
|
||||||||
|
|
average |
|
|
|
|
|
||||||||
|
|
period |
Weighted |
|
|
|
|
||||||||
|
|
for which |
average |
|
|
Non- |
|
||||||||
|
|
rate is |
interest |
Fixed |
Floating |
interest |
|
||||||||
|
|
fixed |
rate |
rate |
rate |
bearing |
|
||||||||
|
As at 31 March 2009 |
Years |
% |
£'000 |
£'000 |
£'000 |
|
||||||||
|
Assets |
|
|
|
|
|
|
||||||||
|
UK irredeemable preference shares |
- |
8.06 |
14,766 |
- |
- |
|
||||||||
|
UK preference shares |
30.90 |
11.47 |
3,120 |
- |
- |
|
||||||||
|
Cash |
- |
0.05 |
- |
1,495 |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
Total assets |
- |
- |
17,886 |
1,495 |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
Liabilities |
|
|
|
|
|
|
||||||||
|
Short-term bank loan |
0.01 |
2.91 |
(12,250) |
- |
- |
|
||||||||
|
Index-Linked Debenture |
- |
- |
- |
(9,942) |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
Total liabilities |
- |
- |
(12,250) |
(9,942) |
- |
|
||||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||||
|
|
|
|
||||||||||||
|
|
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 bank loans is based on the interest rate payable, weighted by the total value of the loans. |
|
||||||||||||
|
|
The cash assets consist of cash deposits on call earning interest at prevailing market rates. |
|
||||||||||||
|
|
The UK irredeemable preference shares assets have no maturity date. |
|
||||||||||||
|
|
Short-term debtors and creditors (with the exception of loans) have been excluded from the above tables. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Maturity profile |
|
||||||||||||
|
|
The maturity profile of the Company's financial assets and financial liabilities (excluding Convertibles) at the Balance Sheet date was as follows: |
|
||||||||||||
|
|
|
Within |
Within |
More than |
|
|||||||||
|
|
|
1 year |
1-5 years |
5 years |
|
|||||||||
|
|
At 31 March 2010 |
£'000 |
£'000 |
£'000 |
|
|||||||||
|
|
Fixed rate |
|
|
|
|
|||||||||
|
|
UK irredeemable preference shares |
- |
- |
17,076 |
|
|||||||||
|
|
UK preference shares |
- |
- |
4,972 |
|
|||||||||
|
|
Short-term bank loan |
(20,000) |
- |
- |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
|
(20,000) |
- |
22,048 |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
Floating rate |
|
|
|
|
|||||||||
|
|
Cash |
1,150 |
- |
- |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
Total |
(18,850) |
- |
22,048 |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
|
|
|
|
|
|||||||||
|
|
|
Within |
Within |
More than |
|
|||||||||
|
|
|
1 year |
1-5 years |
5 years |
|
|||||||||
|
|
At 31 March 2009 |
£'000 |
£'000 |
£'000 |
|
|||||||||
|
|
Fixed rate |
|
|
|
|
|||||||||
|
|
UK irredeemable preference shares |
- |
- |
14,766 |
|
|||||||||
|
|
UK preference shares |
- |
- |
3,120 |
|
|||||||||
|
|
Short-term bank loan |
(12,250) |
- |
- |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
|
(12,250) |
- |
17,886 |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
Floating rate |
|
|
|
|
|||||||||
|
|
Index-Linked Debenture |
(9,942) |
- |
- |
|
|||||||||
|
|
Cash |
1,495 |
- |
- |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
|
(8,447) |
- |
- |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
Total |
(20,697) |
- |
17,886 |
|
|||||||||
|
|
|
_________ |
_________ |
_________ |
|
|||||||||
|
|
|
|
|
|
|
|||||||||
|
|
Interest rate sensitivity |
|
|
|
|
|||||||||
|
|
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the Balance Sheet date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Company's: |
|
||||||||||||
|
|
- |
profit before tax for the year ended 31 March 2010 would increase/decrease by £12,000 (2009 - £15,000). This is mainly attributable to the Company's exposure to interest rates on its floating rate cash balances. These figures have been calculated based on cash positions at each year end. |
|
|||||||||||
|
|
- |
profit before tax for the year ended 31 March 2010 would increase / decrease by £536,000 (2009 - increase / decrease by £501,000). This is also mainly attributable to the Company's exposure to interest rates on its fixed interest securities. This is based on a Value at Risk ('VaR') calculated at a 99% confidence level. |
|
|||||||||||
|
|
|
|
|
|||||||||||
|
|
In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole, since the level of exposure changes frequently as part of the interest rate risk management process used to meet the Company's objectives. The risk parameters used will also fluctuate depending on the current market perception. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
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 to specific sectors and the stock selection process both act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on the London Stock Exchange. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Other price sensitivity |
|
||||||||||||
|
|
If market prices at the Balance Sheet date had been 10% higher or lower while all other variables remained constant, the profit before tax attributable to Ordinary shareholders for the year ended 31 March 2010 would have increased/decreased by £4,919,000 (2009 - increase/decrease of £3,353,000). This is based on the Company's equity portfolio held at each year end. |
|
||||||||||||
|
|
|
|
||||||||||||
|
(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 revolving credit facilities (note 14). |
|
||||||||||||
|
|
|
|
||||||||||||
|
(iii) |
Credit risk |
|
||||||||||||
|
|
This is failure of the counter party to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
The risk is not considered to be significant as it is actively managed as follows: |
|
||||||||||||
|
|
- |
where the Investment Manager makes an investment in a bond, corporate or otherwise, the credit rating of the issuer is taken into account so as to minimise the risk to the Company of default; |
|
|||||||||||
|
|
- |
investments in quoted bonds are made across a variety of industry sectors so as to avoid concentrations of credit risk; |
|
|||||||||||
|
|
- |
transactions involving derivatives are entered into only with investment banks, the credit rating of which is taken into account so as to minimise the risk to the Company of default; |
|
|||||||||||
|
|
- |
investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the investment manager, and limits are set on the amount that may be due from any one broker; |
|
|||||||||||
|
|
- |
the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a monthly basis. In addition, the Custodian carries out a stock reconciliation to third party administrators' records on a monthly basis to ensure discrepancies are picked up on a timely basis. The Manager's Compliance department carries out periodic reviews of the Custodian's operations and reports its finding to the Manager's Risk Management Committee. |
|
|||||||||||
|
|
- |
transactions involving derivatives, structured notes and other arrangements wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest are subject to rigorous assessment by the Investment Manager of the credit worthiness of that counterparty. The Company's aggregate exposure to each such counterparty is monitored regularly by the Board; and |
|
|||||||||||
|
|
- |
cash is held only with reputable banks with high quality external credit enhancements. |
|
|||||||||||
|
|
|
|
||||||||||||
|
|
It is the Manager's policy to trade only with A- and above (Long Term rated) and A-1/P-1 (Short Term rated) counterparties. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
None of the Company's financial assets is secured by collateral or other credit enhancements. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Credit risk exposure |
|
||||||||||||
|
|
In summary, compared to the amounts in the Balance Sheet, the maximum exposure to credit risk at 31 March 2010 was as follows: |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
2010 |
2009 |
|
|||||||||||
|
|
Balance |
Maximum |
Balance |
Maximum |
|
|||||||||
|
|
Sheet |
exposure |
Sheet |
exposure |
|
|||||||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|||||||||
|
Non-current assets |
|
|
|
|
|
|||||||||
|
Securities at fair value through profit or loss |
73,023 |
73,023 |
54,731 |
54,731 |
|
|||||||||
|
Current assets |
|
|
|
|
|
|||||||||
|
Trade and other receivables |
357 |
357 |
313 |
313 |
|
|||||||||
|
Accrued income |
1,206 |
1,206 |
1,099 |
1,099 |
|
|||||||||
|
Cash and cash equivalents |
1,150 |
1,150 |
1,495 |
1,495 |
|
|||||||||
|
|
_______ |
_______ |
_______ |
_______ |
|
|||||||||
|
|
75,736 |
75,736 |
57,638 |
57,638 |
|
|||||||||
|
|
_______ |
_______ |
_______ |
_______ |
|
|||||||||
|
|
|
|
|
|
|
|||||||||
|
|
None of the Company's financial assets is past due or impaired. |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
Fair value of financial assets and liabilities |
|
||||||||||||
|
|
The book value of cash at bank and bank loans and overdrafts included in these financial statements approximate to fair value because of their short-term maturity. Investments held as dealing investments are valued at fair value. The carrying values of fixed asset investments are stated at their fair values, which have been determined with reference to quoted market prices. Traded options contracts are valued at fair value which have been determined with reference to quoted market values of the contracts. The contracts are tradeable on a recognised exchange. For all other short-term debtors and creditors, their book values approximate to fair values because of their short-term maturity. |
|
||||||||||||
20. |
Fair value hierarchy |
|||||
|
The Group adopted the amendments to IFRS 7 'Financial Instruments: Disclosures' effective from 1 January 2009. These amendments require an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels: |
|||||
|
|
|||||
|
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; |
|||||
|
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (ie as prices) or indirectly (ie derived from prices); and |
|||||
|
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
|||||
|
|
|||||
|
The financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy at 31 March 2010 as follows: |
|||||
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
Quoted equities |
a) |
72,551 |
- |
- |
72,551 |
|
Unlisted equities |
b) |
- |
472 |
- |
472 |
|
|
|
_______ |
_________ |
_________ |
_________ |
|
Total |
|
72,551 |
472 |
- |
73,023 |
|
|
|
_______ |
_________ |
_________ |
_________ |
|
Financial liabilities at fair value through profit or loss |
|
|
|
|
|
|
Derivatives |
c) |
(10) |
- |
- |
(10) |
|
|
|
_______ |
_________ |
_________ |
_________ |
|
Net fair value |
|
72,541 |
472 |
- |
73,013 |
|
|
|
_______ |
_________ |
_________ |
_________ |
|
a) Quoted equities |
|
|
|
|
|
|
The fair value of the Group's investments in quoted equities has been determined by reference to their quoted bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock exchanges. |
|||||
|
|
|||||
|
b) Unlisted equities |
|||||
|
The fair value of the Group's investments in unlisted equities has been determined by reference to valuation techniques using observable inputs other than quoted prices included within Level 1. |
|||||
|
|
|||||
|
c) Derivatives |
|||||
|
The fair value of the Group's investments in derivatives has been determined using observable market inputs on an exchange traded basis and therefore have been classed as Level 1. |
21. |
Commitments, contingencies and post Balance Sheet events |
|
On 5 November 2007, the European Court of Justice ruled that management fees on investment trusts should be exempt from VAT. |
|
|
|
The Manager has refunded £284,000 to the Company, representing all VAT charged on investment management fees for the period 1 January 2004 to 30 September 2007. This sum was included in the financial statements for the year ended 31 March 2009. In addition a further £148,000 (excluding interest) has been refunded by the Manager in the current year. The repayment relates to VAT charged on investment management fees for the period 1 January 2001 to 31 December 2003. This repayment has been allocated to revenue and capital in line with the accounting policy of the company for the period in which the VAT was charged. Interest totalling £55,000 in relation to the above periods has been received in the current year. |
|
|
|
The Company has not been charged VAT on its investment management fees from 1 October 2007. |
22. The Directors recommend that a final dividend of 3p per Ordinary share be paid, making a total of 12p for the year ended 31 March 2010 (2009 - 19.75p). The final dividend will be paid on 31 July 2010 to Shareholders on the register at 3 July 2010. The ex-dividend date is 1 July 2010.
23. The Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 31 March 2010 are an abridged version of the Company's full year accounts which have been approved and audited with an unqualified report. The financial information for the year ended 31 March 2009 has been extracted from the Annual Report and Accounts of the Company which have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified. We expect to deliver statutory accounts for the year ended 31 March 2010 to the Registrar of Companies following the Company's Annual General Meeting which will be held at Trinity House, Tower Hill, London, EC3N 4DH on 9 July 2010 at 12 noon.
24. The Annual Report and Accounts will be posted to shareholders at the start of June 2010 and copies will be available from the registered office of the investment manager. The accounts will be available on the Company's website, wwwshiresincome.co..uk
Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise. Investors may not get back the amount they originally invested.
For Shires Income PLC
Aberdeen Asset Management PLC, Secretaries
27 May 2010