Annual Financial Report

RNS Number : 2777U
Value and Income Trust plc
22 June 2009
 



VALUE AND INCOME TRUST PLC


ANNUAL FINANCIAL REPORT 

FOR THE YEAR ENDED 31 MARCH 2009



SUMMARY 


31 March 2009

31 March 2008




Net asset value per share valuing debt at par (including revenue)

165.6p

251.0p

Net asset value per share valuing debt at market value (including revenue)

129.6p

222.7p

Ordinary share price

88.5p

166.0p

Total interim dividend and proposed final dividend per share 

7.5p

7.4p

Total assets less current liabilities

£111.5 million

£151.8 million


THE YEAR


  • Net Asset Value total return (with debt at market value) of -39.4% over one year and -37.2% over three years.

  • Share price total return of -43.6% over one year and -56.1% over three years (FTSE All-Share Index total return of -29.3% over one year and -27.5% over three years).

  • Dividends for the year up 1.4% - 22nd consecutive year of real increase.


CHAIRMAN'S STATEMENT


Value and Income Trust had another difficult year against a background of pronounced falls in the UK equity and property markets. Over the year to 31 March 2009, the net asset value total return per share (that is taking the growth in asset value and dividend together) fell by 39.4% with debt valued at market; the share price total return was worse at 43.6% as the discount to net asset value per share widened during the year. The FTSE All-Share Index total return fell by 29.3% over the same period. This result was a consequence of sticking to our policy of investing in higher yielding UK equities and commercial property financed in part by long term borrowing. Our approach has been successful in the past but was painful last year as the gearing worked against us. The position has reversed to some extent since VIT's year end with the share price having risen by 30% to 115.50 pence between 31 March and 29 May 2009. 


This was the first year in which the total return from our property portfolio was negative since the investment policy was changed in 1986. Over the years the performance of the property portfolio has been good and the return during recent dire conditions has continued to be relatively favourable. 


The proposed final dividend of 3.7p per share would make total dividends for the year of 7.5p, an increase of 1.4%, and would be payable on 17 July 2009 to shareholders on the register on 19 June 2009. The ex dividend date will be 17 June 2009.


We received a number of enquiries during the year about the covenants attaching to our two debentures. More information about these is included in Note 12 to the Financial Statements; you will see from this disclosure that there is plenty of headroom on both covenants in terms of capital and income.


I am pleased to report that David Smith will be joining the Board in July. He retired in 2008 from Shepherd and Wedderburn, solicitors, where he was a partner for 34 years, specialising in commercial property. 


You will see in the Managers' Report their view that, by historical standards, both equity and property markets provide good value in relation to long gilts. This is particularly marked in property where the disparity is as wide as it has been in recent memory. As a consequence, we made our first new investment in property since April 2004 this January; the details of which are shown in the Manager's Property Report. At the moment the outlook for dividend income from UK equities for this current financial year is uncertain and so it is too early for us to make a forecast for VIT's dividend.


I hope that we shall see as many shareholders as possible at the Annual General Meeting on Friday 10 July 2009 which is to be held in Edinburgh this year. There will be a brief presentation on the investment outlook.


James Ferguson

29 May 2009



  MANAGER'S REPORT


EQUITY PORTFOLIO



MARKET BACKGROUND

UK equities fell by 29.3% in VIT's year to end March 2009, as measured by the FTSE All Share Index. Within this overall trend, medium and small sized companies fell even more with declines of 36.3% in the FTSE 250 Index and 42.5% in the FTSE Small-cap Index. World equity markets fell on average by 44% measured in dollars, with the USA at -40%, Germany at -50% and Emerging Markets -49%. Companies have had to trade against the most unsettled economic period in history. At March 31st 2008 the price of Brent crude oil was $100 per barrel, but three months later it almost reached $150. Thereafter it gradually fell back, fell below $40 in December and closed our year at $49. Bank base rate was 5.25% a year ago, but by the close of March this year it was only 0.5%. Sterling has fallen heavily against the dollar during the year (1.99 to 1.43$ per pound) and euro (1.25 to 1.08 euro to the pound). Gilts have benefitted from falling interest rates with yields on 20 year stocks falling from 4.5% to 4.2%.


The background to this extraordinary turbulence has been the global banking crisis which intensified greatly after the collapse of Lehman Brothers in September 2008. Until the end of August, the fall in UK equities was relatively modest at 2%. In the first half of 2008, economic growth was slowing, though was still just positive, but in September companies reported very severe declines in sales as the availability of bank finance dried up across the country. UK equities fell by 31% from the end of August to the end of our year, reflecting the economic decline following the demise of Lehman Brothers. Early in our year the world was worried about the likelihood of rising inflation as the price of oil and other commodities continued to rocket. When, however, the scale of September's banking crisis became apparent, these prices fell sharply. Monetary policy was loosened in progressive steps with interest rates reduced almost to zero, and huge sums of public funds were injected into the banking system and parts of industry. Towards the end of our year, the UK Government resorted to quantitative easing, or printing money as the process is more accurately described. Deflation had replaced inflation as the economic fear especially with the overhang of government debt which had developed following the events of the autumn.


PERFORMANCE

VIT's Aims of the Trust are stated as 'investment in higher-yielding, less fashionable areas of the.…quoted equity markets, particularly in medium and smaller sized companies.' After several years of outperformance in this part of the market, the last two years have been relatively poor. Against the market fall overall of 32.2%, small companies fell by 42.5%, and mid cap companies by 36.3%. High-yielding companies performed in line with the All Share Index. VIT's equity performance reflected these trends and had a total return of -29.7% which is just below the All Share Index total return of -29.3%. 


PORTFOLIO

Transactions during the year totalled £28.43m. We continued to alter the portfolio significantly as the events of the year unfolded. We sold all banks other than HSBC, when it became clear that they would cease to pay dividends and before the Government was forced to intervene to support them. We reduced the holdings in both oil companies, and we also reduced the large holdings in VT Group and Rotork, as both had performed well in the falling market conditions, and represented a very high percentage of our equity portfolio relative to their market position. Early in our year we sold Wolseley as the prospect of a recovery in American construction grew ever more remote, and later in the year we sold Headlam, where the dividend income was set to decline. We sold Renishaw and switched into the more defensive electronic company Spectris, and we switched Yule Catto into Croda in the chemical sector. We sold International Personal Finance due to the declining economic prospects in Eastern Europe.


Our strategy in our sales was to diversify from the very large holdings in the mid cap part of the market, by reducing VT Group and Rotork, and in the oil sector, and to continue to weed out the companies which were particularly vulnerable to the deepening recession. Our buying strategy was to take advantage of opportunities in the very depressed markets in the second half of our year to buy quality companies on very low market valuations. We bought new holdings in AMEC, Go Ahead Group and Britvic in these circumstances. We also bought new holdings in Assura, Reed Elsevier and Unilever apart from those already mentioned in our switches. In the mining sector, which we were unable to invest in previously due to the low yields on the companies, we found opportunities to invest in Rio Tinto, which we later sold, and BHP Billiton. We added to many of our smaller companies in very depressed market conditions and were particularly concentrating on investing to obtain relatively secure income streams. At the end of the year we were holding 36 companies with an average net yield of 6.4%.


OUTLOOK

Huge rights issues announced by HSBC and other companies in the last few months initially shocked the market, but as the take up of the various issues was successfully achieved, confidence has begun to return to investors. Retail sales were surprisingly resilient after Christmas, weakened in February, but were stronger than expected again in March.

There are some signs of renewed interest in residential property. Signs of an economic spring are being spotted in a number of gardens, and there seems to be confidence returning in the banking sector, though the winter frost may return before there is a lasting improvement.


The recession is likely to last for the rest of 2009, with some forecasts of a fall in GDP for 2009 of more than 3% in the UK, but expectations for 2010 GDP show a better picture, with some expecting an end to the recession for the year as a whole. We have seen some substantial dividend cuts in recent announcements, particularly in banks and insurance companies, and in companies where borrowings are approaching bank covenants. So far in 2009 dividend income on the FTSE All Share Index has fallen by almost a third. This period compares with the first quarter of 2008 when all the main banks were increasing their dividends and before most of them fell into Government support. We expect the rate of fall in dividend payments to decelerate later in the year. 


Cash on deposit now gives little if any interest and gilts yield only 3.2% at the ten year date. Equities still yield more than 5% even after the removal of most bank dividends. We have seen a rally of more than 20% since early March and there has been good support for the very large rights issues of recent weeks. Companies and individuals have reined in their spending and gradually the enforced prudence will result in better capitalised corporate and personal finances. When this will begin to stimulate economic growth again is hard to judge, but the current valuation of the market and the prospect of an economic upturn in the second half of 2010 give grounds for optimism for long suffering equity holders.


29 May 2009


PROPERTY PORTFOLIO



THE MARKET

The United Kingdom commercial property market showed a total return of -22.2% in 2008, as measured by the IPD (Investment Property Databank) Annual Index. This was the worst nominal return since the start of the IPD Index in 1971 - the previous trough was -9.2% in 1990. Capital values fell on average by 26.2% (retail -26.5%, offices -26.6% and industrial/warehouse property -25.9%). Rental values fell by 1.3% (retail +0.2%, offices -4.0% and industrials -0.1%). The capital declines were due almost entirely to rising valuation yields, as credit became almost unobtainable and buyers were few and far between. The lending squeeze is far worse that the last property recession in the early 90's but interest rates and inflation are much lower. Rental value falls were concentrated in Central London - elsewhere in the United Kingdom rents were relatively stable, but with a downward trend accelerating at the year end. 


Most property market sectors showed similar returns, apart from standard (i.e. high street) shops, which proved relatively defensive with a return of -17.5%, and retail warehouses, the worst performer at -25.6%, and Central London offices (City -25.2%, West End -23.1%). In general, larger properties fell fastest in value. Pension and life insurance funds were over invested, and large loans were unavailable to property companies. Smaller properties, however, are a little more liquid, with demand from cash and lowly-geared buyers.


The debt markets remain frozen, with banks only now beginning to work through their bad property debts. With the public pressure on RBS and Lloyds (including HBOS) to concentrate lending on mainstream businesses and households, there will be very large property disposals over the next few years, but much of it will be of risky or part-let property on which the banks should not have lent in the first place. But for cash buyers, yields on really safe property let on long leases to strong tenants now offer exceptional value against long term bond yields and short term interest rates. The IPD average property yield, at 9.1%, now gives an unprecedented yield advantage of 5.3% over long term gilts. That discounts substantial falls in property rental values. Well-let commercial property is also very competitive with corporate bonds at these levels, particularly as, unlike a bond you still have a property to relet or sell in the event of default. Property is fairly valued against equities, where dividends remain the biggest uncertainty.


Economic activity in Britain is very weak - GDP may decline by over 3% in 2009, with no bottom in sight until well into 2010. The unprecedented collapse in the credit markets in autumn 2008, withdrawal of foreign banks and the low levels of business lending by British banks, even after they were re-capitalised, is destroying jobs and putting many previously solid companies at risk. Sterling has been devalued by a quarter against the dollar and almost a third against the euro, and the fall in official interest rates from 5% to 0.5% in six months and massive injections of liquidity are just starting to slow the British economy's rate of decline, and help our exporters. But job insecurity is keeping consumer confidence low, debt is a serious problem for many families and unemployment is rising rapidly. Even if average house prices halve from their wildly inflated 2007 peak, they would still be above their normal longterm ratio to average incomes and not easily affordable in many parts of the country. The retail price index is now falling and will stay subdued while the economy is in deep recession. But with a weak currency and ballooning government debt, inflation remains a long-term threat.


Property values are under the most severe downward pressure in the office and retail warehouse sectors. Central London office rents, which have always been highly cyclical, were driven up to unsustainable levels by the hedge fund and private equity boom of recent years. They are now in free fall, as investment and commercial banking activity has dried up and tens of thousands of financial services employees lose their jobs. Meanwhile massive office development completions, especially in the City, are hitting a soft market.


Tenants are struggling and rents falling on most out-of-town retail warehouse properties. Supermarkets, however, are still trading well and gaining market share. Shopping centres and high street shops are suffering rising vacancies, but they remain below other sectors, and retail sales figures are still showing little overall change from a year ago. There is however, more downward pressure on retail rents than in the early 90's recession, particularly as many retailers are exploiting new arrangements for 'prepack administrations' to re-negotiate leases.

Industrial and warehouse property is proving ever harder to re-let and vacancies are rising rapidly, but rental values may still slip back more slowly than in the more over-supplied office sector.


Average rental values on commercial property measured by IPD may decline by 15% - 20% on average in 2009 - with offices down around 25% (and perhaps 50% in Central London), retail property down by 15% and industrial/warehouses down about 10%. Capital values will also decline for most property over 2009, as banks foreclose on loans in default and finance for new purchases stays scarce, but values are now starting to stabilise for safe property with long leases and strong tenants. It will perform relatively well as it is supported by its unprecented yield advantage over bonds.


THE PORTFOLIO

VIT's property portfolio produced a total return of -11% over the year to March, compared with the IPD Monthly Index return of -25% over the twelve months. Over the longer term, VIT's property record against the main benchmark IPD Annual Index which covers calendar years and returned -22% in 2008. In January, we decided to reinvest the proceeds of £3million of property sales (made when the market was strong) in three London pubs and one in Canterbury, let to Shepherd Neame, the old-established Kent brewers, on 35 year leases with rent reviews every five years in line with the Retail Prices Index subject to a minimum uplift of 15%. The net initial yield on the purchases was 7.3%. As part of this sale and leaseback transaction, Shepherd Neame took back VIT's freehold property at Whitstable. Our properties lost less value than most portfolios last year because we have a wide geographical spread of mainly well-let, smaller properties where investor and tenant demand has not been in free fall. Rent reviews on six properties produced an extra £100,000 a year. Of the four properties let to Woolworths, who went into administration in December, Galashiels was assigned to a new tenant, Home Bargains, immediately and the lease extended by a further 10 years. Lymington has been let to 99p Stores at a higher rent on a ten year lease but with substantial incentives. Elgin is under offer to a multiple retailer, on a 10 year lease and Glasgow is being let with an option to purchase.


We concentrate on properties with long, strong income streams to meet the fixed interest payments on our long-term debt. These have also produced good long-term capital performance. The total return on our property portfolio has averaged 9% a year over the past 5 years, 11% over 10 years, and 13% over the 22 years since the start. These returns are all 3% a year above the IPD averages. The weighted average unexpired lease length is 15 years. All properties except the former Woolworths stores in Elgin and Glasgow are fully let on full repairing and insuring leases, with upward only rent reviews, and 99% of income is reviewed five yearly. 


RESULTS OF INDEPENDENT REVALUATION

The VIT property portfolio, including properties held within our subsidiary Audax Properties plc, was subject to an independent professional revaluation by Messrs King Sturge and Co. at 31st March 2009. The revaluation showed a value of £44,850,000; properties within VIT were valued at £15,175,000 while Audax properties totalled £29,675,000. Our properties are revalued independently every six months, at 30th September and 31st March. The portfolio showed a capital fall of 11% over the past six months. Twenty eight of the properties valued at 31 March 2009 were freehold or the Scottish equivalent and one at Horsham is held on a long lease with 48 years to run.


29 May 2009


  BUSINESS REVIEW


The Directors have prepared this Business Review in accordance with the requirements of Section 417 of the Companies Act 2006.


A review of the Company's activities is given in the Chairman's Statement and in the Manager's Report which includes likely future developments of the business.


Aims of the Company and Investment Objective

Value and Income Trust ('VIT') is a specialist United Kingdom investment trust designed for both institutional and private investors whose shares are listed on the London Stock Exchange. VIT invests in higher-yielding, less fashionable areas of the UK commercial property and quoted equity markets, particularly in medium and smaller sized companies. VIT's aim is long term real growth in dividends and capital value.


Investment Policy

VIT's policy is to invest in quoted UK equities, UK commercial property and cash or near cash securities. It is VIT's policy not normally to invest in overseas shares or in unquoted companies. UK equities should usually account for between half and three-quarters of the total portfolio and property for a quarter to a half but the asset allocation may go outside those ranges if relative market levels and investment value or a desired increase in cash or near cash securities make it appropriate.


VIT focuses on the fundamental values and incomes of the businesses in which it invests - their profitability, cashflows, balance sheets, management and products or services - and the location, tenants and leases of its property investments. The share portfolio has always yielded more than the FTSE All-Share Index. VIT has held between 30 and 40 individual shareholdings and between 20 and 30 individual properties in recent years, but both these ranges may change as market conditions or the size of each portfolio vary in future. No individual shareholding will account for more than 10% of the equity portfolio at the time of purchase.


VIT has had a long standing policy since 1986 of increasing its exposure to equities and, particularly, property through the judicious use of borrowings. All borrowings have been long term debentures to provide secure long term funding, avoiding the risks associated with short term funding of having to sell illiquid assets at a low point in markets if loans have to be repaid. Gearing has varied between a quarter and two-fifths of the total portfolio. VIT will not raise new borrowings if total net borrowings would then represent more than half of the total assets.


Principal Risks and Uncertainties

The Directors have identified principal risks and uncertainties which affect its business and these are detailed in Note 20 to the Financial Statements. Additional risks include:


•     Discount volatility: The Company's shares may trade at a discount to its underlying net asset value.


•     Regulatory risk: The Company operates in a complex regulatory environment and faces a number of regulatory risks. Breaches of regulations, such as Section 842 of the Income and Corporation Taxes Act 1988, the UKLA Listing Rules and the Companies Act, could lead to a number of detrimental outcomes and reputational damage. The Audit and Management Engagement Committee monitors compliance with regulations by reviewing internal control reports from the Administrator and the Investment Manager, OLIM Limited ('OLIM').


Key Performance Indicators

The Directors have identified the Company's share price total return and net asset value total return, relative to the FTSE All-Share Index (total return) and the Company's dividend growth, relative to the Retail Prices Index, as the three key performance indicators for determining the progress of the Company and the relevant figures may be found in 'The Year', above.


Dividend

The Directors recommend that a final dividend of 3.7 pence per share (2008 - 3.7 pence) is paid on 17 July 2009 to shareholders on the register on 19 June 2009. The ex-dividend date is 17 June 2009. An interim dividend of 3.8 pence per share (2008 - 3.7 pence) was paid on 9 January 2009.


Principal Activity and Status

The business of the Company is that of an investment trust and the Directors do not envisage any change in this activity in the foreseeable future. The Company is registered as a public limited company and is an investment company as defined by Section 833 of the Companies Act 2006.


The Company has been approved by HM Revenue & Customs as an investment trust for the purposes of Section 842 of the Income and Corporation Taxes Act 1988 for the year ended 31 March 2008. The Directors are of the opinion, under advice, that the Company has conducted its affairs for the year ended 31 March 2009 so as to be able to continue to obtain approval as an investment trust under Section 842 of the Income and Corporation Taxes Act 1988 for that year, although approval for that year would be subject to review were there to be any enquiry under the Corporation Tax Self Assessment regime.


The Company's affairs have also been conducted in such a way as to permit its Ordinary shares to be included in Individual Savings Accounts and the Directors intend that the shares will continue to be eligible in the future.


The Company makes no political donations or expenditures or donations for charitable purposes and, in common with most investment trusts, has no employees.


Share Capital

During the year ended 31 March 2009, the Company had 45,549,975 ordinary shares of 10p nominal in issue. Each ordinary share entitles the holder to one vote on a show of hands and, on a poll, to one vote for every share held. There are no restrictions on the transfer of the ordinary shares.



STATEMENT OF DIRECTOR'S RESPONSIBILITIES


The Directors are responsible for preparing the Annual Report and the Group financial Statements in accordance with applicable United Kingdom law and those International Financial Reporting Standards as adopted by the European Union.


The Directors are required to prepare Group financial statements for each financial year which present fairly the financial position of the Company and the Group and the financial performance and cash flows of the Group for that period; the Companies Act 1985 ('the Act') provides in relation to such financial statements that references in the relevant part of the Act to financial statements giving a true and fair view are references to their achieving a fair presentation. In preparing those Group 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; and

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


The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the Group financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


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 preparing the Annual Report in accordance with applicable law and regulations. The Directors confirm to the best of their knowledge, that:


•     the Financial Statements have been prepared in accordance with IFRSs give a true and fair view of the assets, liabilities, financial position and loss; and that

•     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 the Board of Value and Income Trust PLC


James Ferguson

Chairman


29 May 2009




VALUE AND INCOME TRUST PLC

GROUP INCOME STATEMENT




 Year ended 

 Year ended 


 31 March 2009

(Audited)

 31 March 2008 

(Audited)


 Revenue 

 Capital 

 Total 

 Revenue 

 Capital 

 Total 


 £'000 

 £'000 

 £'000 

 £'000 

 £'000 

 £'000 








Investment income 







Dividend income 

4,350 

-

4,350 

4,368 

-

4,368 


________

________

________

________

________

________

Rental income 

3,314 

-

3,314 

3,284 

-

3,284 

Interest income on short-term deposits 

215 

-

215 

205 

-

205 


________

________

________

________

________

________

Other operating income 

3,529 

-

3,529 

3,489 

-

3,489 


________

________

________

________

________

________

Total revenue 

7,879 

-

7,879 

7,857 

-

7,857 








Gains and losses on investments 







Realised (losses)/gains on held-at-fair-value investments 

-

(7,673)

(7,673)

-

5,451 

5,451 

Unrealised losses on investments 

-

(32,380)

(32,380)

-

(28,069)

(28,069)









________

________

________

________

________

________

Total income 

7,879 

 (40,053)

 (32,174)

7,857 

(22,618)

(14,761)


________

________

________

________

________

________

Expenses 







Investment management fees 

(253)

(591)

(844)

(367)

(855)

(1,222)

Other operating expenses 

(402)

-

(402)

(396)

-

(396)








Finance costs 

(3,501)

-

(3,501)

(3,501)

-

(3,501)


________

________

________

________

________

________

Total expenses 

(4,156)

(591)

(4,747)

(4,264)

(855)

(5,119)


________

________

________

________

________

________

(Loss)/profit before tax 

3,723 

(40,644)

(36,921)

3,593 

(23,473)

(19,880)








Taxation 

-

1,400 

1,400 

-

1,310 

1,310 


________

________

________

________

________

________

(Loss)/profit for the period

3,723 

(39,244)

(35,521)

3,593 

(22,163)

(18,570)


________

________

________

________

________

________








Earnings per ordinary share (pence)

8.17 

(86.15)

(77.98)

7.89 

(48.66)

(40.77)


________

________

________

________

________

________



VALUE AND INCOME TRUST PLC


COMPANY INCOME STATEMENT




 Year ended 

 Year ended 


 31 March 2009

(Audited)

 31 March 2008 

(Audited)


 Revenue 

 Capital 

 Total 

 Revenue 

 Capital 

 Total 


 £'000 

 £'000 

 £'000 

 £'000 

 £'000 

 £'000 








Investment income 







Dividend income 

4,350 

-

4,350 

4,368 

-

4,368 


________

________

________

________

________

________

Rental income 

1,195 

-

1,195 

1,191 

-

1,191 

Interest income on short-term deposits 

188 

-

188 

162 

-

162 


________

________

________

________

________

________

Other operating income 

1,383 

-

1,383 

1,353 

-

1,353 


________

________

________

________

________

________

Total revenue 

5,733 

-

5,733 

5,721 

-

5,721 








Gains and losses on investments 







Realised (losses)/gains on held-at-fair-value investments 

-

(7,795)

(7,795)

-

5,451 

5,451 

Unrealised losses on investments 

-

(30,794)

(30,794)

-

(26,754)

(26,754)


________

________

________

________

________

________

Total income 

5,733 

(38,589)

(32,856)

5,721 

(21,303)

(15,582)


________

________

________

________

________

________

Expenses 







Investment management fees 

(169)

(394)

(563)

(254)

(593)

(847)

Other operating expenses 

(268)

-

(268)

(291)

-

 (291)








Finance costs 

(1,851)

-

(1,851)

(1,851)

-

(1,851)


________

________

________

________

________

________

Total expenses 

(2,288)

(394)

(2,682)

(2,396)

(593)

(2,989)


________

________

________

________

________

________

(Loss)/profit before tax 

3,445 

 (38,983)

 (35,538)

3,325 

(21,896)

(18,571)








Taxation 

17 

-

17 

-


________

________

________

________

________

________

(Loss)/profit for the period

3,462 

(38,983)

(35,521)

3,326 

(21,896)

(18,570)


________

________

________

________

________

________








Earnings per ordinary share (pence)

7.60 

(85.58)

(77.98)

7.30 

(48.07)

(40.77)


________

________

________

________

________

________


The total column of this statement represents the Income Statement of the Company prepared in accordance with IFRS.


The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.


All income is attributable to the equity holders of Value and Income Trust PLC, the parent company. There are no minority interests.



VALUE AND INCOME TRUST PLC


GROUP BALANCE SHEET




As at

As at


 31 March 2009

(Audited)

 31 March 2008 

(Audited)







£'000

£'000

£'000

£'000

ASSETS





Non current assets





Investments held at fair value through profit or loss


62,301


92,063

Investment properties held at fair value through profit or loss


44,850


51,000



__________


__________



107,151


143,063






Current assets





Cash and cash equivalents

4,903


9,609


Other receivables

1,605


562



__________


__________




6,508


10,171








__________


__________

TOTAL ASSETS


113,659


153,234






Current liabilities





Other payables


(2,189)


(1,406)



__________


__________



111,470


151,828






Non-current liabilities





Debenture stock

(35,420)


(35,444)


Deferred tax

(644)


(2,044)



__________


__________



 

(36,064)

 

(37,488)



__________


__________



75,406


114,340



__________


__________

EQUITY










Called up share capital


4,555


4,555

Share premium 


18,446


18,446

Retained earnings


52,405


91,339



__________


__________



75,406


114,340



__________


__________






Net Asset Value per ordinary share (pence)


165.55


251.02



__________


__________


  VALUE AND INCOME TRUST PLC


COMPANY BALANCE SHEET




As at

As at


 31 March 2009

(Audited)

 31 March 2008 

(Audited)







£'000

£'000

£'000

£'000

ASSETS





Non current assets





Investments held at fair value through profit or loss


76,427


110,944

Investment properties held at fair value through profit or loss


15,175


18,100



__________


__________



91,602


129,044






Current assets





Cash and cash equivalents

4,830


9,102


Other receivables

1,339


560



__________


__________




6,169


9,662



__________


__________

TOTAL ASSETS


97,771


138,706






Current liabilities





Other payables


(1,945)


(3,922)



__________


__________



95,826


134,784






Non-current liabilities





Debenture stock

(20,420)


(20,444)


Deferred tax

-


-



__________


__________



 

(20,420)

 

(20,444)



__________


__________



75,406


114,340



__________


__________

EQUITY





Called up share capital


4,555


4,555

Share premium 


18,446


18,446

Retained earnings


52,405


91,339



__________


__________



75,406


114,340



__________


__________






Net Asset Value per ordinary share (pence)


165.55


251.02



__________


__________


VALUE AND INCOME TRUST PLC


GROUP STATEMENT OF CHANGES IN EQUITY




Year ended 31 March 2009

(Audited)

Year ended 31 March 2008

(Audited)


Share

Share

Retained


Share

Share

Retained



capital

premium

earnings

Total

capital

premium

earnings

Total


£000

£000

£000

£000

£000

£000

£000

£000

Net assets at 31 March 2008

4,555 

18,446 

91,339 

114,340 

4,555 

18,446 

113,189 

136,190 

Net loss for the year

-

-

(35,521)

(35,521)

-

-

(18,570)

(18,570)

Dividends paid

-

-

(3,413)

(3,413)

-

-

(3,280)

(3,280)


_______

_______

________

_______

_______

_______

_______

_______

Net assets at 31 March 2009

4,555 

18,446 

52,405 

75,406 

4,555 

18,446 

91,339 

114,340 


_______

_______

________

_______

_______

_______

_______

_______




COMPANY STATEMENT OF CHANGES IN EQUITY



Year ended 31 March 2009

(Audited)

Year ended 31 March 2008
(Audited)


Share

Share

Retained


Share

Share

Retained



capital

premium

earnings

Total

capital

premium

earnings

Total


£000

£000

£000

£000

£000

£000

£000

£000

Net assets at 31 March 2007

4,555 

18,446 

91,339 

114,340 

4,555 

18,446 

113,189 

136,190 

Net profit for the year

-

-

(35,521)

(35,521)

-

-

(18,570)

(18,570)

Dividends paid

-

-

(3,413)

(3,413)

-

-

(3,280)

(3,280)


_______

_______

________

_______

_______

_______

_______

_______

Net assets at 31 March 2008

4,555 

18,446 

52,405 

75,406 

4,555 

18,446 

91,339 

114,340 


_______

_______

________

_______

_______

_______

_______

_______

  VALUE AND INCOME TRUST PLC


GROUP STATEMENT OF CASH FLOWS



For the year ended 31 March 2009

2009

2008


(Audited)

(Audited)


£000

£000

£000

£000

Cash flows from operating activities





Dividend income received


4,705 


4,430 

Rental received


3,147 


3,411 

Interest received


215 


206 

Operating expenses paid


(1,552)


(2,213)



__________


__________

NET CASH FROM OPERATING ACTIVITIES


6,515


5,834






Cash flows from investing activities





Purchase of investments

(18,214)


(25,800)


Sale of investments

13,931 


34,114 


NET CASH (OUTFLOW)/INFLOW FROM

__________


__________


INVESTING ACTIVITIES


(4,283)


8,314 






Cash flow from financing activities





Interest paid

(3,525)


(3,525)


Dividends paid

(3,413)


(3,280)



__________


__________


NET CASH FROM FINANCING ACTIVITIES

 

(6,938)

 

(6,805)



__________


__________

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS


(4,706)


7,343 

Cash and cash equivalents at 1 April 2008


9,609 


2,266 



__________


__________

Cash and cash equivalents at 31 March 2009


4,903 


9,609 



__________


__________


   NOTES TO FINANCIAL STATEMENTS:


1

Accounting policies

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) together with interpretations of the International Accounting Standards and Standing Interpretations Committee 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 functional and reporting currency of the Group is pounds sterling because that is the currency of the primary economic environment in which the Group operates.




(a)    Basis of preparation

The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial assets. The principal accounting policies adopted are set out below. Where presentational guidance set out in the Statement of Recommended Practice Financial Statements of Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the Association of Investment Companies (AIC) in January 2009 (and adopted early) is consistent with the requirements of IFRSs, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.


The directors are of the opinion that the Group is engaged in a single segment of business, being investment business.




(b)      Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entity controlled by the Company (its subsidiary). 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.


Audax Properties plc, a wholly owned subsidiary of the Company, charges expenses wholly to income. 


On consolidation, however, an adjustment is made to charge 70% of the investment management fee paid by Audax Properties plc to capital. The allocation has no effect on the total return of the Company or the Group.




(c)     Presentation of income statement

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




(d)      Income

Dividend income from investments is recognised as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available, dividends receivable on or before the period end are treated as revenue for the period.


Where the Group has elected to receive dividend income in the form of additional shares rather than cash, the amount of cash dividend foregone is recognised as income. Any excess in the value of shares received over the amount of cash dividend foregone is recognised as a gain in the income statement.


Interest receivable from cash and short term deposits and interest payable is accrued to the end of the period.


Rental and other income are recognised as earned.




(e)      Expenses and Finance Costs

All expenses and finance costs are accounted for on an accruals basis. Expenses are presented as capital where a connection with the maintenance or enhancement of the value of investments can be demonstrated. In this respect, the investment management fees are allocated 30% to revenue and 70% to capital to reflect the Board's expectations of long term investment returns. Any performance fees payable are allocated to capital, reflecting the fact that, although they are calculated on a total return basis, they are expected to be attributable largely to capital performance.


It is normal practice for investment trust companies to allocate finance costs to capital on the same basis as the investment management fee allocation. However as the Company has a significant exposure to property, and property companies do not charge finance costs to capital, the directors consider it inappropriate to allocate finance costs to capital.




(f)      Taxation

Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or the right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Due to the Company's status as an investment trust company, and the intention to continue to meet the conditions required to obtain approval for the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.


This is not the case for the subsidiary company and hence the Group where such provision is made, calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.




(g)     Dividends payable

Interim dividends are recognised as a liability in the period in which they are paid as no further approval is required in respect of such dividends. Final dividends are recognised as a liability only after they have been approved by shareholders in general meeting.




(h)     Investments 

All investments have been designated upon initial recognition as fair value through profit or loss.

Investments are recognised and 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, and are initially measured at fair value.


Subsequent to initial recognition, investments are recognised at fair value through profit or loss. For listed investments, this is deemed to be bid market prices or closing prices for SETS stocks sourced from the London Stock Exchange.


SETS is the London Stock Exchange electronic trading service covering most of the market including all FTSE 100 constituents and most liquid FTSE 250 constituents along with some other securities. Gains and losses arising from changes in fair value are included in net profit or loss for the period as a capital item in the income statement and are ultimately recognised in the retained earnings.


In respect of investment properties, fair value is established by half-yearly professional valuation on an open market basis by King Sturge and Co, Chartered Surveyors and Valuers and in accordance with the RICS Valuation Standards.




(i)     Cash and cash equivalents

Cash and cash equivalents comprises deposits held with banks.  




(j)      Non - current liabilities

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on settlement. The costs of arranging any interest-bearing loans are capitalised and amortised over the life of the loan.




(k)    Adoption of new and revised Accounting Standards

At the date of authorisation of these financial statements, financial standards, amendments to financial standards and interpretations were in issue, but were not yet effective. These have been applied to these financial statements. The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group.




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

2

Income






Investment income






Dividends from listed investments in UK - franked

4,315 

4,315 

4,368 

4,368 


Dividends from listed investments in UK - unfranked

35 

35 

-

-



_________

_________

_________

_________



4,350 

4,350 

4,368 

4,368 


Other operating income






Rental income

3,314 

1,195 

3,284 

1,191 


Interest receivable on short term deposits

215 

188 

205 

162 



_________

_________

_________

_________


Total income

7,879 

5,733 

7,857 

5,721 



_________

_________

_________

_________


3

Investment management fee





2009

2008



Revenue

Capital

Total

Revenue

Capital

Total


Group

£000

£000

£000

£000

£000

£000


Investment management fee

253 

591 

844 

367 

855 

1,222 


Performance fee 

-

-

-

-

-

-



_______

_______

_______

_______

_______

_______



253 

591 

844 

367 

855 

1,222 



_______

_______

_______

_______

_______

_______











2009

2008



Revenue

Capital

Total

Revenue

Capital

Total


Company

£000

£000

£000

£000

£000

£000


Investment management fee

169 

394 

563 

254 

593 

847 


Performance fee 

-

-

-

-

-

-



_______

_______

_______

_______

_______

_______



169 

394 

563 

254 

593 

847 



_______

_______

_______

_______

_______

_______




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

4

Other operating expenses






Auditors' remuneration






- audit

12

9

11

8


- other non-audit services

1

1

1

1


- taxation services

2

1

1

1


- out of pocket expenses

1

1

1

1


Directors' fees

41

41

41

41


Fees for secretarial services

130

87

125

83


Other expenses

215

128

216

156



____________

____________

____________

____________



402

268

396

291



____________

____________

____________

____________



Non executive directors' fees comprise the Chairman's fees of £17,000 (2008 - £17,000) and fees of £12,000 (2008 - £12,000) per annum paid to each other non-executive director. 


The executive directors who served during the year received no emoluments directly from the company (2008 - nil).


The executive directors are directors of OLIM Limited which received an investment management fee of £844,000 (2008 - £1,222,000) and a performance fee of £nil (2008 - £nil).




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

5

Finance costs






11% First Mortgage Debenture Stock 2021

1,650 

-

1,650 

-


9.375% Debenture Stock 2026

1,875 

1,875 

1,875 

1,875 


Less amortisation of issue premium

(24)

(24)

(24)

(24)



___________

___________

___________

__________



3,501 

1,851 

3,501 

1,851 



___________

___________

___________

__________


6

Taxation




a)    Analysis of the tax (credit)/charge for the year:










Group









2009

2008



Revenue

Capital

Total

Revenue

Capital

Total



£000

£000

£000

£000

£000

£000










Corporation tax payable

-

-

-

-

-

-


Decrease in deferred tax provision

-

(1,400)

(1,400)

-

(1,310)

(1,310)




 

 



 



_______

_______

_______

_______

_______

_______



-

(1,400)

(1,400)

-

(1,310)

(1,310)



_______

_______

_______

_______

_______

_______










Factors affecting the current tax (credit)/charge for year:


Revenue / capital return on ordinary activities before tax


(36,921)



(19,880)





________



________


Tax thereon at 28% (2008 - 30%)



(10,338)



(5,964)


Effects of:








Non taxable UK dividends



(1,218)



(1,310)


Losses on investments not taxable



9,815



5,621


Excess expenses not utilised



341



489


Reduction in tax rates - deferred tax



-



(146)





________



________





(1,400)



(1,310)





________



________










Company









2009

2008



Revenue

Capital

Total

Revenue

Capital

Total



£000

£000

£000

£000

£000

£000










Corporation tax credit

(17)

-

(17)

(1)

-

(1)



 


 

 


 



_______

_______

_______

_______

_______

_______



(17)

-

(17)

(1) 

-

(1)



_______

_______

_______

_______

_______

_______









Factors affecting the current tax charge for year:







Revenue / capital return on ordinary activities before tax


(35,538)



(18,571)




________



________


Tax thereon at 28% (2008 - 30%)


(9,951)



(5,571)


Effects of:







Non taxable UK dividends


(1,218)



(1,310)


Losses on investments not taxable


10,805



6,391


Excess expenses not utilised


364



490


Group relief 


(17)



(1)




________



________




(17)



(1)




________



________



b)     Factors affecting the tax charge for the year

The Group has losses for tax purposes arising in the year of £1,218,000 (2008 - £1,631,000). Under current legislation, it is unlikely that these losses will be capable of offset against the Group's future taxable profits.


Audax Properties plc revalues its property portfolio on a six monthly basis and is required to recognise a deferred tax liability in respect of all unrealised gains recognised. Any movement in this provision is recognised within taxation in the Group's Income Statement.




c)     Factors affecting future tax charges

Both the Company and Audax Properties plc have deferred tax assets of £4,273,000 (2008 - £3,932,000) and £61,000 (2008 £61,000) respectively at 31 March 2009 relating to total accumulated unrelieved tax losses carried forward. These have not been recognised in the accounts as it is unlikely that they will be capable of offset against the Group's future taxable profits.


7

Return per ordinary share


The return per ordinary share is based on the following figures:


2009

2008



Group

Company

Group

Company



£000

£000

£000

£000


Revenue return

3,723 

3,462 

3,593 

3,326 


Capital return

(39,244)

(38,983)

(22,163)

(21,896)


Weighted average ordinary shares in issue

45,549,975

45,549,975

45,549,975

45,549,975








Return per share - revenue

8.17p 

7.60p 

7.89p 

7.30p 


Return per share - capital

(86.15p)

(85.58p)

(48.66p)

(48.07p)



___________

___________

___________

___________


Total return per share

(77.98p)

(77.98p)

(40.77p)

(40.77p)



___________

___________

___________

___________




2009

2008



£000

£000

8

Dividends




Dividends on ordinary shares:




Final dividend of 3.7p per share (2008 - 3.5p) paid 18 July 2008

1,685 

1,594 


Interim dividend of 3.8p per share (2008 - 3.7p) paid 9 January 2009

1,731 

1,686 


Unclaimed dividends refunded by Registrar

(3)

-



__________

__________


Dividends paid in the period

3,413 

3,280 



__________

__________




The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.


We note below the total dividend paid and proposed in respect of the financial year, which is the basis upon which the requirements of Section 842 ('s842') of the Income and Corporation Taxes Act 1988 are considered. The revenue available for distribution by way of dividend for the year is £3,462,000 (2008 - £3,326,000).







2009

2008



£000

£000






Interim dividend for the year ended 31 March 2009 - 3.8p 

1,731

1,686


(2008 - 3.7p) paid 9 January 2009








Proposed final dividend for the year ended 31 March 2009 - 3.7p  

1,685

1,685


(2008 - 3.7p) payable 17 July 2009








Unclaimed dividends refunded by Registrar

(3)

-



__________

__________



3,413

3,371



__________

__________


9

Investments










Group












Investment




Equities

properties

Total



£'000

£'000

£'000







Cost at 31 March 2008

77,630 

28,283 

105,913 


Unrealised appreciation

14,433 

22,717 

37,150 



__________

__________

__________


Valuation at 31 March 2008

92,063 

51,000 

143,063 







Purchases

14,999 

4,195 

19,194 


Sales proceeds

(13,890)

(1,163)

(15,053)


Realised (losses)/gains on sales

(7,795)

122 

(7,673)


Movement in unrealised appreciation in year

(23,076)

(9,304)

(32,380)



__________

__________

__________


Valuation at 31 March 2009

62,301 

44,850 

107,151 



__________

__________

__________







Company












Investment




Equities

properties

Total



£'000

£'000

£'000







Cost at 31 March 2008

77,655 

11,300 

88,955 


Unrealised appreciation

33,289 

6,800 

40,089 



__________

__________

__________


Valuation at 31 March 2008

110,944 

18,100 

129,044 







Purchases

14,999 

38 

15,037 


Sales proceeds

(13,890)

-

(13,890)


Realised losses on sales

(7,795)

-

(7,795)


Movement in unrealised appreciation in year

(27,831)

(2,963)

(30,794)



__________

__________

__________


Valuation at 31 March 2009

76,427 

15,175 

91,602 



__________

__________

__________


Transaction costs

During the year expenses were incurred in acquiring and disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains and losses on investments in the Income Statement. The total costs were as follows:-








2009


2008



£'000


£'000


Purchases

276


167


Sales

32


57



__________


__________



308


224



__________


__________




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

10

Other receivables






Amounts falling due within one year:






Dividends receivable

178

178

533

533


Amounts due from brokers

1,122

1,122

-

-


Value Added Tax receivable

245

-

-

-


Amounts due from subsidiary

-

17

-

-


Prepayments and accrued income

60

22

29

27



__________

__________

__________

__________



1,605

1,339

562

560



__________

__________

__________

__________








The amount due from the subsidiary relates to an inter-company adjustment for group relief.

(2008 - £1,000, which is reflected in Note 11)




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

11

Other payables






Amounts due to brokers

980 

980 

-

-


Value Added Tax payable

-

43 

102 

50 


Amounts due to subsidiary

-

-

-

2,999 


Amounts due to OLIM Limited

68 

45 

-

-


Accruals and other creditors

1,141 

877 

1,304 

873 



__________

__________

__________

__________



2,189 

1,945 

1,406 

3,922 



__________

__________

__________

__________








The amounts due to OLIM Limited comprise management fees for the month of March 2009, subsequently paid in April 2009.


The amounts due to the subsidiary related to an interest free unsecured loan from Audax Properties plc to the Company. The loan was repaid during the year.




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

12

Non-current liabilities






9.375% Debenture Stock 2026

20,000 

20,000 

20,000 

20,000 


Add:- Balance of premium less issue expenses

444 

444 

468 

468 


Less : Credit to income for the year

(24)

(24)

(24)

(24)



__________

__________

__________

__________



20,420 

20,420 

20,444 

20,444 


11% First Mortgage Debenture Stock 2021

15,000 

-

15,000 

-



__________

__________

__________

__________



35,420 

20,420 

35,444 

20,444 



__________

__________

__________

__________








The 11% First Mortgage Debenture Stock 2021 issued by Audax Properties plc is repayable at par on 31 March 2021 and is secured over specific assets of Audax Properties plc and the Company.


The Trust Deed of the Audax Properties plc Debenture Stock contains four covenants, with which the Company must comply; the assets which are subject to charge and which secure the Debenture Stock may be owned by either Audax Properties plc or its parent company, Value and Income Trust. Firstly, the value of the assets should not be less than one and one-half times the amount of the Debenture Stock; secondly, the rental income from the assets should not be less than one and one-half times the annual interest of the Debenture Stock (£1.65 million); thirdly, not more than 20 per cent. of the total value of the assets should be attributable to a single property; and finally, not more than 10 per cent. of the assets should be attributable to leaseholds having an unexpired term of less than 50 years.


The 9.375% Debenture Stock 2026 issued by Value and Income Trust plc is repayable at par on 30 November 2026 and is secured by a floating charge over the property and assets of the Company.


The Trust Deed of the Value and Income Trust plc Debenture Stock contains restrictions and events of default. The restriction requires that the aggregate group borrowings, £35 million, must not at any time exceed the total group capital and reserves (equivalent to net assets of £75.4m as at 31 March 2009).




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

13

Deferred tax






Opening balance at 31 March 2008

2,044 

-

3,354 

-


Decrease in deferred tax provision (see note 6)

(1,400)

-

(1,310)

-



__________

__________

__________

__________


Closing balance at 31 March 2009

644 

-

2,044 

-



__________

__________

__________

__________








Calculated as follows:-






Unrealised gains subject to tax on realisation

2,694 

-

7,696 

-


Less capital losses previously realised 

(395)

-

(395)

-



__________

__________

__________

__________



2,299 

-

7,301 

-



__________

__________

__________

__________


Whereof 28% (2008 - 28%)

644 

-

2,044 

-



__________

__________

__________

__________








Under IAS 12, provision must be made for any potential tax liability on revaluation surpluses. As an investment trust, the Company does not incur capital gains tax. However, some properties are owned by Audax Properties plc, a subsidiary of the Company, either to ensure that the investment trust status tests are not breached or for other commercial reasons. Provision for capital gains tax has therefore been made for the revaluation surpluses on property assets held by the subsidiary to the extent that the gain cannot be sheltered by capital losses brought forward or by non trade losses.




2009

2008



£000

£000

14

Share capital




Authorised:








56,000,000 ordinary shares of 10p each (2008 - 56,000,000)

5,600

5,600


13,000,000 6.25% convertible redeemable preference shares of £1

13,000

13,000



__________

__________



18,600

18,600



__________

__________


Allotted, called up and fully paid:




45,549,975 ordinary shares of 10p each (2008 - 45,549,975)

4,555

4,555



__________

__________




2009

2008



Group

Company

Group

Company



£000

£000

£000

£000

15

Share premium






Opening balance

18,446

18,446

18,446

18,446



__________

__________

__________

__________




2009

2008



Group

Company

Group

Company

16

Retained earnings






Opening balance at 31 March 2008

91,339 

91,339 

113,189 

113,189 


Loss for the year

(35,521)

(35,521)

(18,570)

(18,570)


Dividends paid (see note 8)

(3,413)

(3,413)

(3,280)

(3,280)



__________

__________

__________

__________


Closing balance at 31 March 2009

52,405 

52,405 

91,339 

91,339 



__________

__________

__________

__________








The table below shows the movement in retained earnings analysed between revenue (distributable) and capital (non-distributable) items:







2009

2008



Revenue

Capital

Total

Revenue

Capital

Total



£000

£000

£000

£000

£000

£000


Group








Opening balance at 31 March 2008

3,163 

88,176 

91,339 

2,850 

110,339 

113,189 


(Loss)/profit for the year

3,723 

(39,244)

(35,521)

3,593 

(22,163)

(18,570)


Dividends paid (see note 8)

(3,413)

-

(3,413)

(3,280)

-

(3,280)



________

________

________

________

________

________


Closing balance at 31 March 2009

3,473 

48,932 

52,405 

3,163 

88,176 

91,339 



________

________

________

________

________

________










Company








Opening balance at 31 March 2008

2,022 

89,317 

91,339 

1,976 

111,213 

113,189 


(Loss)/profit for the year

3,462 

(38,983)

(35,521)

3,326 

(21,896)

(18,570)


Dividends paid (see note 8)

(3,413)

-

(3,413)

(3,280)

-

(3,280)



________

________

________

________

________

________


Closing balance at 31 March 2009

2,071 

50,334 

52,405 

2,022 

89,317 

91,339 



________

________

________

________

________

________


17

Net asset value per equity share

The net asset value per ordinary share is based on net assets attributable of £75,406,000 (2008 - £114,340,000) and on 45,549,975 (2008 - 45,549,975) ordinary shares in issue at the year end.


The net asset value per ordinary share, based on the net assets of the Group adjusted for borrowings at market value (see note 20) is 129.63p (2008 - 222.72p)


18

Reconciliation of income from operations before tax to net cash inflow from operating activities







2009

2008



Group

Company

Group

Company



£000

£000

£000

£000


Income from operations before tax

(32,174)

(32,856)

(14,761)

(15,582)


Gains and losses on investments

40,053 

38,589 

22,618 

21,303 


Investment management fee

(844)

(563)

(1,222)

(847)


Other operating expenses

(402)

(268)

(396)

(291)


Decrease in receivables

79 

360 

65 

54 


(Decrease)/increase in other payables

(197)

42 

(470)

(573)



__________

__________

__________

__________


Net cash from operating activities

6,515 

5,304 

5,834 

4,064 



__________

__________

__________

__________


19

Related Party Transactions

Angela Lascelles and Matthew Oakeshott are directors of OLIM Limited which has an agreement with the Company to provide investment management services, the terms of which are outlined in Note 3.


Audax Properties plc is a wholly owned subsidiary of Value and Income Trust PLC and accordingly the latter is the ultimate controlling party. Details of the year end financial relationship between Audax Properties plc and Value and Income Trust PLC may be found in Note 11.


20

Financial instruments

Risk management

The Group's financial instruments comprise securities, property and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement or debtors for accrued income. The Group also has the ability to enter into derivative transactions in the form of futures and options for the purpose of managing market risks arising from the Group's activities.


The Manager has a dedicated investment management process which ensures that the Investment Policy 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.


Additionally, the Manager's Compliance Officer continually monitors the Group's investment and borrowing powers and reports to the Manager's Risk Management Committee.


The main risks that the Group faces from its financial instruments are:


(i)    market price risk (comprising interest rate risk, currency risk and other price risk)

(ii)    liquidity risk

(iii)    credit risk


The Board regularly reviews and agrees policies for managing each of these risks. The Manager's policies for managing these risks are summarised below and have been applied throughout the year. 


The numerical disclosures exclude short-term debtors and creditors. 




(i)     Market price risk

The fair value of or future cash flows from a financial instrument held by the Group 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

- the fair value of the investments in property

- the level of income receivable on cash deposits


The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions.


The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise debenture stock, providing secure long term funding. It is the Board's policy to maintain a gearing level, measured on the most stringent basis of calculation after netting off cash equivalents, of between 25% and 40%. Details of borrowings at 31 March 2009 are shown in note 12




Interest risk profile

The interest rate risk profile of the portfolio of financial assets and liabilities at the balance sheet date was as follows:




At 31 March 2009

Weighted average period for which rate is fixed Years

Weighted average interest rate
%



Fixed rate £'000



Floating rate £'000


Assets






Sterling

-

-

-

4,903



__________

__________

__________

__________


Total assets

__________

__________

__________

__________














At 31 March 2009

Weighted average period for which rate is fixed Years

Weighted average interest rate
%



Fixed rate 

£'000



Floating rate

£'000


Liabilities






Sterling

15

10.07

35,000

-



__________

__________

__________

__________


Total liabilities

 

 

35,000

-



__________

__________

__________

__________








At 31 March 2008

Weighted average period for which rate is fixed Years

Weighted average interest rate
%



Fixed rate £'000



Floating rate
£'000


Assets






Sterling

-

4.27

-

9,609



__________

__________

__________

__________


Total assets

 

 

-

9,609



__________

__________

__________

__________








At 31 March 2008

Weighted average period for which rate is fixed Years

Weighted average interest rate
%



Fixed rate £'000



Floating rate
£'000


Liabilities






Sterling

16

10.07

35,000

-



__________

__________

__________

__________


Total liabilities

 

 

35,000

-



__________

__________

__________

__________








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 debentures is based on the interest rate payable, weighted by the total value of the loans. The maturity dates of the Group's loans are shown in note 12. 


The non-interest bearing assets represent the equity element of the portfolio and other receivables.


The floating rate assets consist of cash deposits on call earning interest at prevailing market rates. The Group's equity and property portfolios and short term receivables and payables have been excluded from the above tables. All financial liabilities are measured at amortised cost.


Interest rate sensitivity

The sensitivity analyses below have been determined based on the exposure to interest rates at the balance sheet date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates.  



If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Group's:


    profit for the year ended 31 March 2009 would increase/decrease by £96,000 (2008 - increase/decrease
      by £23,000). This is mainly attributable 
to the Group's exposure to interest rates on its floating rate cash 
      balances.

    the Group holds no financial instruments that will have an equity reserve impact.


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 Group's objectives.


Currency risk

A small proportion of the Group's investment portfolio is invested in securities whose fair value and dividend stream are affected by movements in foreign exchange rates. It is not the Group's policy to hedge this risk.


Currency sensitivity

There is no sensitivity analysis included as the Group has no outstanding foreign currency denominated monetary items. Where the Group's equity investments (which are non-monetary items) are affected, they have been included within the other price risk sensitivity analysis so as to show the overall level of exposure.


Other price risk

Other price risks (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the value of the Group's 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. Asset allocation and stock selection, as set out in the Investment Policy, 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 Group are listed on the UK Stock Exchange and all investment properties are commercial property located in UK with long strong income streams. The weighted average unexpired lease length is 15 years (2008 - 13 years) and all properties are fully let on full repairing and insuring leases with upward only rent reviews.


Other price risk sensitivity

If market prices at the balance sheet date had been 10% higher or lower, while all other variables remained constant, the return attributable to ordinary shareholders for the year ended 31 March 2009 would have increased/decreased by £9,884,000 (2008 - increase/decrease of £13,385,000) and equity reserves would have increased/ decreased by the same amount.




(ii)     Liquidity risk

This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.


The Group's assets comprise of readily realisable securities which can be sold to meet commitments if required and investment properties which, by their nature, are rather less readily realisable. The maturity of the Group's existing borrowings is set out in the interest risk profile section of this note.




(iii)    Credit risk

This is the failure of a counterparty to a transaction to discharge its obligations under that transaction that could result in the Group suffering a loss. 


The risk is not significant and is managed as follows:




    investment transactions are carried out with a large number of brokers, whose credit standing is 
      reviewed periodically by the 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 Group 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 ad
ministrators' records on a daily basis to ensure that 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 findings to the Manager's Risk Management Committee. This
      review will also include checks on the maintenance and security of investments held.

 -     cash is held only with reputable banks


None of the Group's assets is secured by collateral or other credit enhancements.


Credit risk exposure

In summary, compared to the amounts on the balance sheet, the maximum exposure to credit risk at 31 March was as follows:




2009

2008



Balance 
Sheet 
£'000

Maximum exposure £'000

Balance 
Sheet 
£'000

Maximum exposure £'000


Non-current assets






Investments held at fair value through profit or loss

107,151

147,439

143,063

177,764














Current assets






Other receivables

1,605

1,113

562

2,544


Cash and cash equivalents

4,903

9,092

9,609

9,609



__________

__________

__________

__________



113,659

157,644

153,234

189,917



__________

__________

__________

__________



(iv)     Property risk

The Group's commercial property portfolio is subject to both market and specific property risk. Since the UK commercial property market has been markedly cyclical for many years, it is prudent to expect that to continue. The price and availability of credit, real economic growth and the constraints on the development of new property are the main influences on the property investment market.


Against that background, the specific risks to the income from the portfolio are tenants being unable to pay their rents and other charges, or leaving their properties at the end of their leases. All leases are on full repairing and insuring terms, with upward only rent reviews and the average unexpired lease length is 15 years (2008 - 13 years). OLIM is responsible for property investment management, with surveyors, solicitors and managing agents acting on the portfolio under OLIM's supervision.


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


Fair values of financial assets and financial liabilities

The fair value of borrowings has been calculated at £51,781,000 as at 31 March 2009 (2008 - £48,333,000) compared to a balance sheet value in the financial statements of £35,420,000 (2008 - £35,444,000) per note 12. 


The fair values of the debentures are determined by comparison to the fair values of equivalent gilt edged securities, discounted to reflect the differing levels of credit worthiness of the borrowers.


All other assets and liabilities of the Group are included in the balance sheet at fair value.






Fair value

Carrying Value



2009

2008

2009

2008



£000

£000

£000

£000


11% First Mortgage Debenture Stock 2021

22,824

21,090

15,000

15,000


9.375% Debenture Stock 2026

28,957

27,243

20,420

20,444



__________

__________

__________

__________



51,781

48,333

35,420

35,444



__________

__________

__________

__________


21    Contingent asset

On 28 June 2007, the European Court of Justice ruled that management fees payable by investment trust companies should be exempt from VAT. HMRC announced on 5 November 2007 its intention not to appeal against this case to the UK VAT Tribunal and therefore protective claims which have been made in relation to the Company are being processed by HMRC with our Manager, OLIM Limited.  The Board is currently in the process of quantifying the potential repayment that should be due.  However, the amount the Company will receive, the period to which it will refer, and the timescale for receipt are all uncertain and hence the Company has made no provision in these financial statements for any such repayment.


Statutory Financial Statements and Annual General Meeting

The income statements, balance sheetsstatements of changes in equity and cashflow statements set out above do not represent full accounts in accordance with Section 240 of the Companies Act 1985. The financial information for the year ended 31 March 2008 has been extracted from the Annual Report and Accounts of the Company which have been filed with the Registrar of Companies and restated where required as a result of the implementation of the new Financial Reporting Standards. The auditors' report on those accounts as originally filed was unqualified. The statutory accounts for the year ended 31 March 2009 are unqualified and will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held at 12.30pm on Friday 10 July 2009 at 7th Floor, 40 Princes StreetEdinburghEH2 2BY.


Publication of Financial Statements

The Annual Report and Financial Statements were posted to shareholders in June 2009 and copies are available from the Manager, OLIM Limited, (www.olim.co.uk), Pollen House, 10/12 Cork StreetLondonW1S 3NP or from the Secretary, Aberdeen Asset Management PLC, 7th Floor, 40 Princes StreetEdinburghEH2 2BY.


For Value and Income Trust plc

Aberdeen Asset Management PLC

Secretary


29 May 2009


END



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