Final Results
Finsbury Worldwide Pharm Tst PLC
01 June 2007
NEWS RELEASE
To: City Editors For immediate release
1 June 2007
Finsbury Worldwide Pharmaceutical Trust PLC today announces preliminary results
for the year ended 31 March 2007.
Financial Highlights (Unaudited) (Audited) %
Year ended Year ended change
31 March 2007 31 March 2006
Shareholders' Funds £273.6m £334.8m (18.3)
Net Asset Value per share (basic)* 520.9p 583.0p (10.7)
Net Asset Value per share (diluted)
(diluted for warrants) 511.2p 564.1p (9.4)
Share price 477.8p 575.0p (16.9)
(Discount)/premium of share price to
diluted Net Asset Value per share (6.5%) 1.9% N/A
Discount of share price to basic Net
Asset (8.3%) (1.4%) N/A
Value per share
Benchmark Index** 7,507.7 7,787.8 (3.6)
#Total Expense Ratio (incl. performance
fees) 1.3% 1.5% N/A
#Total Expense Ratio (excl. performance
fees) 1.3% 1.4% N/A
*Total return, including portfolio income
**Datastream World Pharmaceutical and Biotechnology Index (total return,
sterling adjusted)
# Excludes the deferred fee paid to M and I Investors, Inc. on 24 January 2006
- ENDS -
The following are attached:
• Chairman's Statement
• Income Statement
• Reconciliation of Movements in Shareholders' Funds
• Balance Sheet
• Cash Flow Statement
• Notes to the Financial Statements
For further information please contact:
Alastair Smith Frostrow Capital LLP 020 3 008 4911
Jennie Denholm/Fiona Harris Quill Communications 020 7758 2230
Ian Ivory Chairman (care of the Company Secretary) 020 3 008 4913
Chairman's Statement
Review of the Year and Performance
The year under review has been a difficult one for the Company with the
undiluted net asset value ('NAV') per share falling by 10.7% compared to a fall
in the benchmark index of 3.6%. This underperformance of the benchmark is due,
in part, to a decision taken to adopt an overweight stance in the biotechnology
sector relative to the larger pharmaceutical companies; a strategy that had
helped returns in the previous year.
While merger and acquisition activity was strong, contributing some of the
investment portfolio's largest gains, the weakness of the US dollar has
continued to adversely affect performance. Indeed, during the Company's
financial year it depreciated more than 13.0% against sterling, moving from 1.73
at the end of March 2006 to 1.96 at the end of March 2007. In order to hedge
some of your exposure to the US dollar, the majority of borrowings are now made
in US dollars. During the year the total amount of debt decreased from £49.5
million to £15.7 million or a decrease from 14.8% to 5.0% as a ratio.
Capital
The Company's share price fell by 16.9% during the year as the discount of share
price to the undiluted NAV per share widened from 1.4% at the end of March 2006
to 8.3% at the end of March 2007. The Board has adopted a discount management
policy whereby shares will be repurchased at prices representing a discount
greater than 6.0% to the fully diluted net asset value per share, if there is
demand in the market for it to do so. During the year a total of 5,078,100
shares were repurchased to be held as treasury shares at a total cost of
£24,879,000 (including expenses); subsequent to the year-end, on 3 April 2007, a
further 114,000 shares were purchased to be held as treasury shares at a total
cost of £548,000. This last purchase took us to the maximum amount of shares
that can be held in treasury which meant that any further shares repurchased
would have to be cancelled. Subsequent to the year end a total of 664,000 shares
have been repurchased and cancelled at a cost of £3,313,000 (including
expenses). The total number of shares repurchased were done so at an average
discount of 6.9%. The Board intends that shares held in treasury should be
reissued by the Company at prices which represent a discount to the prevailing
diluted net asset value per share, provided that the discount is (i) lower than
that at which the shares were repurchased by the Company; and (ii) not more than
5.0% in absolute terms. The Board believes that demand for the Company's shares
will be stimulated through good investment performance during the remainder of
2007. The Board has agreed that any treasury shares remaining on 31 January 2008
will be cancelled. Shareholder approval to renew the authority to buy back
shares will be sought at the Annual General Meeting.
150,000 new shares were issued on 19 April 2006 at a 2.4% premium and at the
regular warrant exercise date of 31 July a total of 32,731 warrants were
exercised raising a further £151,872. The share price at 31 March 2007 of 477.8p
remains in excess of the exercise price of 464.0p. The final opportunity to
exercise the warrants is on 31 July 2009.
Derivatives
At the Annual General Meeting held last year a resolution was passed to amend
the Company's investment objectives to allow exposure to derivative investments
up to 5.0% of overall assets. I am pleased to report that this strategy
contributed £4.3m to returns during the year and has contributed over £5m since
its inception in January 2006.
Revenue and Dividends
The revenue return for the year was £1.9 million (2006: £1.4 million) and the
Company is paying an interim dividend of 3.0p per share (2006: final dividend of
1.7p). The total expense ratio (excluding performance and deferred fees) was
1.3% (31 March 2006: 1.4%).
The dividend will be payable on 18 July 2007 to equity shareholders on the
register of members on 15 June 2007. The shares will go ex-dividend on 13 June
2007.
Manager and Company Secretary
In November 2006, following a programme of reorganisation within the asset
management division of Close Brothers Group, Close Investments Limited ('CIL')
became the Company's Manager and Company Secretary, on the same terms as Close
Finsbury Asset Management Limited, from whom the contract was novated. Following
a review of these arrangements by the Board, however, the Company entered into a
new arrangement with Frostrow Capital LLP ('Frostrow') on 10 April 2007.
Frostrow is a new firm established by former employees of CIL to provide
specialist management, administration, company secretarial and marketing
services to investment companies and is authorised and regulated in the UK by
the Financial Services Authority. The Board is satisfied that, given the
continuity of the individuals providing these services to the Company, a
continued high level of service will be provided. Under the terms of this new
agreement the Board estimates that the Company will save in excess of £500,000
per annum. Further details of the new arrangements can be found in the Company's
Annual Report & Accounts. OrbiMed Capital LLC's partners have a minority
financial interest of 20% in Frostrow.
The Company has also entered into a new investment management agreement with
OrbiMed Capital LLC under which they will continue to provide discretionary
investment management services to the Company under the same terms as before.
Composition of the Board
During the year the Board decided to begin a process of refreshment. Several
members have been on the Board since its formation in 1995 and whilst there is
no obligation to retire members on length of service done, it seemed appropriate
to consider the best way forward. The result of this process and reflective of
all aspects of the requirements of the Board, it was mutually decided that I
should step down from the Board at the Annual General Meeting in 2008 to make
way for a new Chairman for the period to the continuation vote in 2009. In
addition, James Noble has decided not to put himself forward for re-election at
this year's Annual General Meeting. We have all benefited from his stimulating
contribution at Board meetings and his presence will be missed.
Investment Management Fees and Finance Costs
The Board has given consideration to the allocation between capital and revenue
of the Company's investment management fees and finance costs. Prior to 1 April
2006, 100% of these costs were allocated to capital. With effect from the
beginning of the financial year ended 31 March 2007, it has been agreed that 5%
should be charged to revenue and 95% to capital. This treatment is in line with
the Board's expectation of returns from the Company's investments over the long
term in the form of revenue and capital.
Outlook
The longer term outlook for the pharmaceutical industry remains excellent,
however the shorter term has been clouded by the uncertainties surrounding
various newer drugs and the ongoing weakness of the dollar. We have shifted most
of our debt into dollars but we remain predominantly a dollar industry and the
results will reflect the level of the currency. The belief we have is that the
major companies are short of products for their pipelines and will continue to
bid enthusiastically for smaller companies with relevant drugs. This has been
evidenced by the recent bid for MedImmune by AstraZeneca and the Company has
benefited considerably through this. We expect more activity of this nature in
2007/08 and the investment portfolio is positioned to benefit from this.
Annual General Meeting
The Annual General Meeting of the Company will be held at the Armourers' Hall,
81 Coleman Street, London EC2R 5BJ on Monday, 9 July from 12 noon. I hope as
many shareholders as possible will attend. This will provide an opportunity to
hear from Mr Samuel D Isaly of OrbiMed, the Company's Investment Manager, on the
period under review, recent developments in the pharmaceutical sector and the
prospects for the future.
Ian Ivory
Chairman
1 June 2007
Income Statement
for the year ended 31 March 2007
(Unaudited) (Audited)
Revenue Capital Total Revenue Capital Total
2007 2007 2007 2006 2006 2006
£'000 £'000 £'000 £'000 £'000 £'000
(Losses)/gains on
investments held at
fair value through
profit or loss - (37,708) (37,708) - 98,824 98,824
Exchange gains/(losses)
on currency balances - 3,903 3,903 - (1,621) (1,621)
Income from investments
held at fair value
through profit or loss
(note 2) 3,891 - 3,891 2,961 - 2,961
Investment management
and performance
fees (note 3) (147) (2,787) (2,934) - (3,192) (3,192)
Other expenses (973) - (973) (961) (745) (1,706)
--------------------- --- -------- -- ------- -- -------- --- ------ --- ------- --- ------
Net return/(loss)
before finance charges
and taxation 2,771 (36,592) (33,821) 2,000 93,266 95,266
Finance charges (100) (1,893) (1,993) - (1,300) (1,300)
--------------------- --- -------- -- ------- -- -------- --- ------ --- ------- --- ------
Net return/(loss)
on ordinary
activities
before taxation 2,671 (38,485) (35,814) 2,000 91,966 93,966
Taxation on net
(loss)/return
on ordinary
activities (819) 389 (430) (605) 266 (339)
--------------------- --- -------- -- ------- -- -------- --- ------ --- ------- --- ------
Net return/(loss)
on ordinary
activities
after taxation 1,852 (38,096) (36,244) 1,395 92,232 93,627
--------------------- --- -------- -- ------- -- -------- --- ------ --- ------- --- ------
Return/(loss) per
Ordinary share -
basic (note 4) 3.3p (66.9)p (63.6)p 2.5p 166.1p 168.6p
--------------------- --- -------- -- ------- -- -------- --- ------ --- ------- --- ------
Return/(loss) per
Ordinary share -
diluted (note 4) 3.2p (66.9)p (63.7)p 2.5p 162.3p 164.8p
--------------------- --- -------- -- ------- -- -------- --- ------ --- ------- --- ------
The total column of this statement is the profit and loss account of the
Company. The revenue and capital columns are supplementary to this and are
prepared under guidance published by the Association of Investment Companies
(formerly known as the Association of Investment Trust Companies).
All revenue and capital items in the above statement derive from continuing
operations.
The Company has no recognised gains and losses other than those shown above and
therefore no separate statement of total recognised gains and losses has been
presented.
No operations were acquired or discontinued in the year.
Reconciliation of Movements in Shareholders' Funds
For the year ended 31 March 2007
Unaudited
Called-up Share Warrant Capital Capital Revenue Total
share premium reserve reserve redemption reserve
capital reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31 March 2006 14,356 116,613 7,458 193,699 375 2,257 334,758
Net (loss)/return on
ordinary activities
after taxation - - - (38,096) - 1,852 (36,244)
Dividends paid in respect
of year ended 31 March 2006 - - - - - (979) (979)
Proceeds from exercise of
Warrants 8 143 - - - - 151
Transfer from warrant
reserve following exercise
of warrants - 22 (22) - - - -
Ordinary shares purchased
net of expenses (and held
in treasury) - - - (24,879) - - (24,879)
Issue of own shares 37 787 - - - - 824
Year ended 31 March 2007 14,401 117,565 7,436 130,724 375 3,130 273,631
Audited
Called-up Share Warrant Capital Capital Revenue Total
share premium reserve reserve redemption reserve
capital reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 31 March 2005 13,648 101,790 7,528 101,467 375 1,572 226,380
Net return from ordinary
activities after taxation - - - 92,232 - 1,395 93,627
Dividend paid in respect of
year ended 31 March 2005 - - - - - (710) (710)
Proceeds from exercise of
Warrants 25 444 - - - - 469
Transfer from warrant
reserve following exercise
of warrants - 70 (70) - - - -
Issue of own shares 683 14,309 - - - - 14,992
Year ended 31 March 2006 14,356 116,613 7,458 193,699 375 2,257 334,758
Balance Sheet
as at 31 March 2007
(Unaudited) (Audited)
2007 2006
£'000 £'000
-------------------------------- -------- --------
Fixed Assets
Investments held at fair value through profit or
loss 289,919 377,796
-------------------------------- -------- --------
Current assets
Debtors 1,319 500
Cash at bank 376 6,490
Derivative - financial instruments - 248
-------------------------------- -------- --------
1,695 7,238
-------------------------------- -------- --------
Current liabilities
Creditors: amounts falling due within one year (17,131) (50,276)
Derivative - financial instruments (852) -
-------------------------------- -------- --------
(17,983) (50,276)
Net current liabilities (16,288) (43,038)
-------------------------------- -------- --------
Total net assets 273,631 334,758
-------------------------------- -------- --------
Capital and reserves
Called up share capital 14,401 14,356
Share premium account 117,565 116,613
Warrant reserve 7,436 7,458
Capital reserves 130,724 193,699
Capital redemption reserve 375 375
Revenue reserve 3,130 2,257
-------------------------------- -------- --------
Total equity shareholders' funds 273,631 334,758
-------------------------------- -------- --------
Net asset value per Ordinary share - basic (note 6) 520.9p 583.0p
Net asset value per Ordinary share - diluted (note
6) 511.2p 564.1p
-------------------------------- -------- --------
Cash Flow Statement
for the year ended 31 March 2007 (Unaudited) (Audited)
2007 2006
£'000 £'000
------------------------------ ---------- ----------
Net cash outflow from operating activities (645) (4,594)
Servicing of finance
Interest paid (2,007) (1,322)
------------------------------ ---------- ----------
Taxation
Taxation recovered 140 59
------------------------------ ---------- ----------
Financial investments
Purchases of investments and options (102,329) (120,620)
Sales of investments and options 152,855 94,747
------------------------------ ---------- ----------
Net cashflow from financial investment 50,526 (25,873)
Equity dividends paid (979) (710)
------------------------------ ---------- ----------
Net cash inflow/(outflow) before financing 47,035 (32,440)
Financing
Issue of Ordinary shares 975 15,461
Purchase of Ordinary shares (24,179) -
(Decrease)/increase in short term loans (29,907) 25,140
------------------------------ ---------- ----------
Net cash (outflow)/ inflow from financing (53,111) 40,601
------------------------------ ---------- ----------
(Decrease)/increase in cash for the year (6,076) 8,161
------------------------------ ---------- ----------
Notes:
1 Accounting Policies
The principal accounting policies, all of which have been applied consistently
throughout the year in the preparation of these preliminary results, are on the
same basis as the statutory accounts of the Company, and are set out below:
(a) Basis of Preparation
The financial statements have been prepared in accordance with applicable
accounting standards and with the Statement of Recommended Practice 'Financial
Statements of Investment Trust Companies' dated December 2005 (the 'Revised
SORP').
(b) Valuation of Investments
Listed investments have been designated by the Board as held at fair value
through profit or loss and accordingly are valued at fair value, deemed to be
bid market prices.
Unquoted investments are valued by the Directors using primary valuation
techniques such as earnings multiples, recent transactions and net assets.
Changes in the fair value of investments held at fair value through profit or
loss and gains and losses on disposal are recognised in the Income Statement as
'Gains or losses on investments held at fair value through profit or loss'. 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. All purchases and sales
are accounted for on a trade date basis.
(c) Investment Income
Dividends receivable on equity shares are recognised on the ex-dividend date.
Where no ex-dividend date is quoted, dividends are recognised when the Company's
right to receive payment is established.
Deposit interest is accounted for on an accruals basis.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged
through the income statement (revenue) except as follows:
Notes (continued):
(d) Expenses (continued)
(i) expenses which are incidental to the acquisition or disposal of an
investment are categorised as fixed assets at fair value through profit or loss
and are expensed as they are incurred and are charged to capital; and
(ii) expenses are charged to the realised capital reserve where a connection
with the maintenance or enhancement of the value of the investments can be
demonstrated. In this respect the investment management fee, including any
performance fee and the indexation on the deferred fee agreement with the
previous Investment Adviser, have been charged to the income statement in line
with the Board's expected long-term split of returns, in the form of capital
gains and income, from the Company's investment portfolio.
(iii) management fees are charged to the income statement in line with the
Board's expected long-term split of returns, in the form of capital gains and
income; as a result 5% of the management fees are charged to the revenue column
of the income statement and 95% are charged to the capital column of the income
statement.
(e) Finance costs/charges
Finance costs are accounted for on an accruals basis. Finance costs are charged
to the income statement in line with the Board's expected long-term split of
returns, in the form of capital gains and income, from the Company's investment
portfolio. The Board's expected long-term split of returns is 5% to revenue, 95%
to capital and as a result 5% of the finance costs are charged to revenue and
95% are charged to capital. Interest-bearing bank loans are overdrafts are
recorded as the proceeds received, net of direct issue costs. Finance charges,
if applicable, including interest payable and premiums on settlement or
redemption, are accounted for on an accruals basis in the income statement using
the effective interest rate method and are added to the carrying amount of the
instrument to the extent that they are not settled in the period in which they
arise.
(f) Taxation
The tax effect of different items of expenditure is allocated between capital
and revenue using the marginal basis.
Deferred taxation is provided for on all timing differences that have originated
but not reversed by the balance sheet date other than those differences regarded
as permanent. 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 reversal of timing differences can be deducted. Any liability to
deferred tax is provided for at the average rate of tax expected to apply.
Deferred tax assets and liabilities are not discounted to reflect the time value
of money.
(g) Foreign Currency
The results and financial position of the Company are expressed in pounds
sterling, which is the functional and presentational currency of the Company.
Sterling is the functional currency because it is the currency of the primary
economic environment in which the Company operates.
Transactions recorded in overseas currencies during the year are translated into
sterling at the appropriate daily exchange rates. Assets and liabilities
denominated in overseas currencies at the balance sheet date are translated into
sterling at the exchange rates ruling at the date.
Any gains or losses on the translation of foreign currency balances, whether
realised or unrealised, are taken to the capital or the revenue column of the
Income Statement, depending on whether the gain or loss is of a capital or
revenue nature.
Notes (continued):
Accounting Policies (continued)
(h) Financial Instruments
The Company uses derivative financial instruments (namely put and call options).
The merit and rationale behind such strategies are to: enhance the capital
return of the investment portfolio, facilitate management of the portfolio
volatility and improve the risk-return profile of the Company relative to its
benchmark.
Derivative instruments are valued at fair value in the balance sheet in
accordance with FRS 26: 'Financial Instruments: Measurement.'
Each investment in options is reviewed on a case-by-case basis and are all
deemed to be capital in nature. As such, all gains and losses on the above
strategies have been debited or credited to the capital column of the income
statement,
i) Reserves
Capital reserves
The following are charged to the capital column of the income statement and
transferred to this reserve:
• gains and losses on the realisation of investments;
• realised exchange differences of a capital nature;
• expenses, together with the related taxation effect, in accordance with
the above policies:
• increases and decreases in the valuation of investments held at the year
end; and
• unrealised exchange differences of a capital nature.
2 Income from investments held at fair value through profit or loss
(Unaudited) (Audited)
2007 2006
£'000 £'000
Income from investments
Overseas dividends 3,123 2,683
Fixed interest income 498 209
------------------------- ---------- ----------
3,621 2,892
------------------------- ---------- ----------
Other income
Interest receivable 270 69
------------------------- ---------- ----------
Total income from investments held at fair value
through profit or loss 3,891 2,961
------------------------- ---------- ----------
3 Investment Management and Performance Fees
(Unaudited) (Audited)
Revenue Capital Total Revenue Capital Total
2007 2007 2007 2006 2006 2006
£'000 £'000 £'000 £'000 £'000 £'000
Performance
fee accrued - - - - 136 136
Management fee 145 2,756 2,901 - 2,993 2,993
Irrecoverable
VAT thereon 2 31 33 - 63 63
-------------------- ------- ------- ------ --- ------- ------- --------
147 2,787 2,934 - 3,192 3,192
-------------------- ------- ------- ------ --- ------- ------- --------
Notes (continued):
4 (Loss)/earnings per Ordinary share
(Unaudited) (Audited)
2007 2006
£'000 £'000
The return per Ordinary share is based on the
following figures:
Revenue return 1,852 1,395
Capital (loss)/return (38,096) 92,232
------------------------- ---------- ----------
Total loss (36,244) 93,627
------------------------- ---------- ----------
Weighted average number of Ordinary shares in issue
for the year - basic 56,962,481 55,522,713
------------------------- ---------- ----------
Revenue return per Ordinary share 3.3p 2.5p
Capital (loss)/return per Ordinary share (66.9)p 166.1p
------------------------- ---------- ----------
Total (loss)/earnings per share - basic (63.6)p 168.6p
------------------------- ---------- ----------
------------------------- ---------- ----------
Weighted average number of Ordinary shares in issue
for the year - diluted 57,619,379 56,832,543
------------------------- ---------- ----------
Revenue return per Ordinary share 3.2p 2.5p
Capital (loss)/return per Ordinary share (66.9)p* 162.3p
------------------------- ---------- ----------
Total (loss)/earning per share - diluted (63.7)p 164.8p
------------------------- ---------- ----------
* dilution not applicable
5 Interim Dividend
In respect of the year ended 31 March 2007, an interim dividend of 3.0p per
share (2006: final dividend of 1.7p per share) has been declared. The aggregate
cost of this dividend based on the number of shares in issue at the balance
sheet date is estimated to be £1,553,000. In accordance with FRS 21 this
dividend will be reflected in the interim accounts as at 30 September 2007.
Total dividends payable in respect of the financial year, which is the basis on
which the requirements of s842 of the Income and Corporation Taxes Act 1988 are
considered, are set out below:
------------------------------- -------- -----------
2007 2006
£'000 £'000
------------------------------- -------- -----------
Revenue available for distribution by way of dividend for
the year 1,852 1,395
Dividends declared for the year (1,553) (979)
------------------------------- -------- -----------
299 416
------------------------------- -------- -----------
Notes (continued):
6 Net Asset Value per Ordinary share
The net asset value per Ordinary share is based on the assets attributable to
equity shareholders of £273,631,000 (2006: £334,758,000) and on the number of
Ordinary shares in issue at the year end of 52,526,781 (2006: 57,422,150). The
diluted net asset value per Ordinary share assumes all outstanding warrants are
exercised at 464p resulting in assets attributable to equity shareholders of
£323,619,000 (2006:384,898,000) and on the resultant number of shares of
63,300,148 (2006: 68,228,248). (As at 31 March 2007, the Company held 5,078,100
shares in treasury).
7 These accounts are not statutory accounts as defined by section 240 of the
Companies Act 1985. Statutory accounts for the 12 months ended 31 March 2006
have been delivered to the Registrar of Companies and received an audit report
which was unqualified and did not contain statements under Section 237 (2) and
(3) of the Companies Act 1985. Statutory accounts for the 12 months ended 31
March 2007 will be delivered to the Registrar of Companies. The audit report is
yet to be signed.
Frostrow Capital LLP
Company Secretary
1 June 2007
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