Annual Financial Report
Annual Report & Audited Financial Statements
for the year ended 30 September 2009
Baring Emerging Europe PLC
Contents
Directors and officers 2
Financial highlights 3
Investment objective 3
Performance 3
Discount 3
The Investment Manager 3
Financial calendar 4
Special considerations and 4
risk factors
Chairman's statement 5
Report of the Investment 7
Manager:
Review 7
Investment portfolio 9
Classification of assets 11
Report of the Directors 12
Directors' Remuneration 25
Report
Directors' 26
responsibilities in
respect of the annual
report and financial
statements
Independent Auditors' 27
Report
Income statement 29
Balance sheet 30
Reconciliation of movement 31
in shareholders' funds
Cashflow statement 32
Notes to the accounts 33
Notice of Annual General 45
Meeting
Notes to Notice of Annual 47
General Meeting
Appendix 49
ISA & Savings Scheme 52
Directors and officers
Directors
Iain Saunders, Chairman
Steven Bates
John Cousins
Josephine Dixon
Saul Estrin
Jonathan Woollett
Secretary
M. J. Nokes, F.C.A.
Registered office
155 Bishopsgate
London EC2M 3XY
Company number
4560726
Investment Manager
Baring Asset Management Limited
155 Bishopsgate
London EC2M 3XY
Telephone: 020 7628 6000
Facsimile: 020 7638 7928
Auditor
KPMG Audit Plc
8 Salisbury Square
London EC4Y 8BB
Custodian
State Street Bank & Trust Company Limited
One Canada Square
London E14 5AF
Administrator
Northern Trust Global Services Limited
50 Bank Street
Canary Wharf
London E14 5NT
Telephone: 0207 982 2000
Registrars and transfer office
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0GA
Telephone: 0871 664 0300(calls cost 10p per minute plus network extras)
Overseas: +44 208 639 3399
Email: shareholder.services@capitaregistrars.com
Website
www.bee-plc.com
Financial highlights
2009 2008
Net asset value per 770.57p 711.41p
ordinary share ("NAV")
Earnings per ordinary 8.99p 10.28p
share
Dividends per ordinary 8.50p 9.00p
share
Share price 701.00p 630.50p
Total expense ratio 1.36%* 1.17%
("TER") (based on average
monthly NAV)
*Excluding the effect of VAT recovered (see item 5 on page 21).
Performance
Year ended 30 September 2009
Net asset value per ordinary share +8.3%
Share price +11.2%
Benchmark* +6.4%
*The benchmark is the MSCI EM Europe 10/40 Index.
Discount (at 30 September)
2009 2008
Discount to net asset 9.0% 11.4%
value per share
Investment objective
The investment objective is to achieve long-term capital growth, principally
through investment in securities listed on or traded on an Emerging European
securities market or in securities of companies listed or traded elsewhere,
whose revenues and/or profits are, or are expected to be, derived from
activities in Emerging Europe.
The Investment Manager
The Investment Manager is Baring Asset Management Limited which is authorised
and regulated by the Financial Services Authority.
Financial calendar
Annual general meeting for 2009 19 January 2010
Announcement of interim results May
Announcement of final results December
Interim report posted May
Annual report posted December
The Company's share price is published in the Financial Times.
Special considerations and risk factors
Shareholders should be aware that the value of the Company's Shares and the
income from them may fluctuate. In addition, there is no guarantee that the
market prices of shares in investment trusts will fully reflect their
underlying Net Asset Value.
The risks inherent in investment by the Company in Emerging Europe are of a
nature and degree not typically encountered in investing in securities of
companies listed on the major securities markets. Such risks are both political
and economic and in addition to the normal risks inherent in any equity
investment.
Investment in the Company should be regarded as long-term in nature. There can
be no guarantee that the Company's investment objectives will be achieved.
Chairman's statement
Company performance
Following the disappointing results for the first half of the financial year,
when the net asset value declined from 711.41p at 30 September 2008 to 435.48p
at 31 March 2009 (a decline of 38.8%), the performance of Eastern European
equity markets recovered strongly in the second half of the year. As a result
for the year ended 30 September 2009 the NAV of Baring Emerging Europe PLC
increased by 8.3% to 770.57p per share compared to an increase in the benchmark
of 6.4%.
Dividend income from the investment portfolio has declined from £9.9 million in
2008 to £5.8 million. While there was some reduction in dividends from
companies in the portfolio, the decline was mainly caused by changes in the
composition of the portfolio and timing differences which inflated the level of
dividend income in 2008. The investment management fee (excluding the
performance fee) has halved, reflecting the lower portfolio value for much of
the year, and other expenses have reduced slightly. The revenue account has
also benefited from the recovery of VAT. As a result the income available for
distribution has fallen from 10.28p per share for the year to 30 September 2008
to 8.99p per share for the current year (on a weighted average basis) out of
which the Directors are recommending a dividend of 8.5p per share.
Discount management
The Board believes that shareholders' interests are best served by containing
the volatility of the discount and the Board has been willing to repurchase
shares when the discount persistently exceeds the target set by the Board. At
the year end the discount was 9.0% and for the year as a whole it averaged
8.3%. During the year ended 30 September 2009 2,782,796 shares were repurchased
at a cost of £12.4 million. Subsequent to the year end a further 241,657 shares
have been repurchased.
The Board prefers to have the flexibility to hold any shares repurchased in
Treasury so that they can be reissued at a later date. The Board understands
the concerns about a dilution of NAV by issuing shares at a discount. Therefore
at the AGM the Board will again be putting forward resolutions to repurchase
shares for cancellation or to be held in Treasury but to be reissued only at
NAV or above. The Board hopes that shareholders will support these resolutions.
VAT
As previously reported, the European Court of Justice ruled in 2007 that VAT
should not be levied on the management and performance fees of investment trust
companies and with effect from 1 October 2007, VAT is no longer payable on
these fees. I am pleased to report that during the year the Company recovered £
960,000 of VAT on management and performance fees invoiced subsequent to March
2005 together with interest of £79,000. A reclaim for the period from the
launch of the Company in December 2002 to March 2005 has been lodged with HM
Revenue and Customs. As the exact amount of the recovery and the timing cannot
be determined no amount has been recognised in the net asset value in respect
of this additional amount.
Board
I have been Chairman of the Board since the Company's flotation in December
2002 and I have decided that the time is now right for me to stand down. I will
therefore not be offering myself for re-election at the Annual General Meeting
in January 2010. I have very much enjoyed my involvement with the Company and
shall follow its progress with interest. We have a very experienced Board of
Directors who I know will continue to look after your Company well. The Board
has decided that Steven Bates will take over as Chairman when I retire.
Annual General Meeting
The next Annual General Meeting will be held on Tuesday 19 January 2010 at 155
Bishopsgate, London EC2M 3XY commencing at 2.30pm. The formal business will be
preceded by a presentation from the Investment Manager, after which there will
be an opportunity for shareholders to raise any specific issues with the
Investment Manager or with any member of the Board.
Outlook
We are optimistic about the long-term prospects for the region. We expect the
resource intensive process of emerging market urbanisation and
industrialisation to continue and to lead to increased demand for raw materials
of every kind. In this environment Russia, with its enormous reserves of raw
materials, should benefit. Furthermore, as growth in Western Europe recovers,
Eastern European exporters who rely on exporting to the West should do well.
Also, investment into Eastern Europe should continue as Western European
companies seek efficiency gains. Despite the stock market recovery, valuations
on an absolute and relative level remain reasonable.
Iain Saunders
Chairman
3 December 2009
Report of the Investment Manager
for the year ended 30 September 2009
How we manage the Company
At Baring Asset Management, we believe that a sound research process is the
starting point of any successful investment approach. In our view, it is most
effective to analyse both companies and countries, with the goal of investing
in the most attractive companies in the most attractive countries.
Our research focuses on Growth at a Reasonable Price, on sensitivity to
currency movements, and to other external factors; on the soundness or
otherwise of government policy (in the case of a country), or business plan (in
the case of a company); and last but not least, on the level of valuation. This
research gives rise to an assessment of the fundamental drivers of return, and
to this we add a subjective judgement as to the level of return we expect from
each asset in which we might invest. We also check that these rankings are
consistent with the broader thematic developments we expect as a firm. These
rankings then allow us to construct a disciplined and relatively concentrated
portfolio of our most attractive candidates.
Performance
Following a marked decline in the Company's NAV over the first six months of
the review period, Eastern European equity markets recovered strongly in the
second half, with the result that your Company ended a very volatile year with
a gain of 8.3% (NAV). The portfolio outperformed its benchmark by 1.9% and
ranked in the second quartile of its peer group over the twelve-month period.
Both stock selection and country/sector allocation contributed equally to this
outperformance. This is a satisfying result which highlights the robustness of
the investment process.
The near-collapse of the global financial system after the demise of Lehman
Brothers and its economic repercussions set the tone for the first half of the
business year. Although equity markets in the region had already slumped,
investors panicked in response to the weight of bad news and there was a
painful sell-off across all asset classes in Emerging Europe. The rapid
devaluation of Eastern European currencies sparked fears of a mass default at
both the corporate and private level. In turn, this put pressure on the
financial sector and on businesses exposed to the consumer, such as retailers.
In addition, the sharp decline in commodity prices undermined profit margins in
the resource sector and led to the indiscriminate selling of commodity stocks.
This caused a questioning of the credit rating and solvency of the Russian
Federation, despite the fact that the country had no debt and reserves in
excess of USD600 billion. Inter-bank lending dried up completely and capital
was repatriated from the region. This led to a severe tightening of liquidity
which further intensified the economic downturn. It was a perfect storm.
In the midst of the gloom, the market chose to ignore positive developments,
such as the USD25 billion oil-backed credit facility that was granted by
China's CNPC to Russia's Rosneft, although this unquestionably helped to
stabilize the economy. The market also reacted with suspicion to the combined
efforts of the International Monetary Fund (IMF) and the European Union (EU) to
support Eastern Europe and its financial sector but subsequent developments
have shown that such bold action played a pivotal role in preventing a complete
meltdown and further helped restore trust in the financial system.
Russia's government did not turn to the IMF but made use of part of its vast
foreign exchange reserves to re-liquify a banking system that was starved of
funds when international banks cut credit lines to emerging markets
indiscriminately. The state - via two state controlled banks VEB and VTB -
assumed the functions of an interbank market by providing short and medium-term
credit facilities for Russian corporations. These developments amongst others
highlighted the fragility of the Russian banking sector and also the need for
consolidation in the system.
In contrast, the Turkish banking sector has performed exceptionally well over
the period and its regulatory environment is rightly considered a role model
for the region. Following multiple banking crises in the late 1990's and the
early years of this decade, Turkey's banking system has evolved into a highly
liquid, well capitalised banking market which is also risk conscious, and
dominated by the private sector. It was able successfully to navigate the
financial crisis and appears to be on track to produce excellent returns on
equity even in the difficult conditions of 2009.
By mid-March 2009, however, investors woke up to the realisation that the world
had not come to an end. The first sign was that companies which had cut costs
very aggressively going into the downturn started to feel more comfortable.
Commodity prices stabilised and a combination of currency devaluation and a
sharp decrease in production-related costs increased the profitability of
companies in the commodities sector.
In the banking sector, new loan growth was non-existent but financial
institutions were still able to re-finance by drawing on the relevant Central
Bank. They also negotiated significantly higher spreads from their customers
when rolling over credit facilities. This meant that net interest margins and
therefore profitability increased dramatically in the sector.
The retail sector benefited from resilient consumer demand - a result of the
low debt levels of Emerging European consumers. In some cases, consumers even
brought forward their purchases of discretionary items, such as cars or
electrical goods, as their trust in money as a store of wealth declined. The
highly-exposed export sector was positively affected by the introduction of a
car scrappage scheme in many parts of Europe, most notably Germany.
Strategy
During the course of the year, we increased the Company's focus on holdings
where we have the highest confidence and the effect of this was to reduce the
number of holdings overall. This strategy bore fruit as stock selection made a
positive contribution to performance. Although the deviation from the benchmark
was kept at relatively low levels at both sector and country levels, we were
prepared to assume a relatively high degree of stock specific risk, and the
Company's performance over the review period indicates that this strategy was
appropriate.
We continue to see attractive investment opportunities in the region and
believe that our preferred stocks should continue to outperform. We expect
activity on the primary market to increase and any stock issues should serve as
an excellent barometer of international investors' sentiment towards Emerging
Europe. While the amount of stock to be issued could potentially be
substantial, there is no reason to believe that this will lead to pressure on
valuations in the secondary markets. Indeed, because of the vast amounts of
liquidity held by investors and the fact that net fund flows into EMEA are
still paltry, increased activity on the IPO market could potentially attract
the interest of non-specialist investors.
Outlook
Given the stabilisation of the economic environment, we believe the current
outlook for EMEA stock markets remains benign. In our opinion, markets should
be supported by a further earnings recovery that the market has only partially
discounted. Stock market valuations on an absolute and relative level look
reasonable, even after the strong performance so far in 2009.
Investment portfolio
The Company's portfolio at 30 September 2009, is set out in the following
table:
Holding Country of Market value £ % of portfolio
listing 000
1 Gazprom Russia 24,831 9.16
2 Lukoil Holdings Russia 23,297 8.59
3 Sberbank Russia 22,789 8.40
4 Rosneft Russia 22,649 8.35
5 CEZ Czech Republic 17,740 6.54
6 Garanti Bank Turkey 16,754 6.18
7 Mobile Telesystems Russia 14,503 5.35
8 Norilsk Nickel Russia 11,726 4.32
9 Vimpel Comm Russia 11,459 4.23
10 PKO BP Poland 11,039 4.07
11 OTP Bank Hungary 10,840 4.00
12 Turkiye Petrol Turkey 9,335 3.44
Rafinerileri
13 Turkiye Halk Turkey 9,123 3.36
Bankasi
14 Globe Trade Centre Poland 6,635 2.45
15 Evraz Russia 5,323 1.96
16 Komercni Banka Czech Republic 5,300 1.95
17 Enka Insaat Turkey 5,103 1.88
18 Eurocash Poland 4,934 1.82
19 Novolipetsk Steel Russia 4,702 1.73
20 Kazakhmys United Kingdom 4,366 1.61
21 Petropavlovsk United Kingdom 4,069 1.50
22 Mechel Russia 3,420 1.26
23 Pharmstandard Russia 3,040 1.12
24 Oriflame Cosmetics Sweden 2,667 0.98
25 Richter Gedeon Hungary 2,656 0.98
26 Rushydro Russia 2,387 0.88
27 Magnit Russia 2,377 0.88
28 PBG Poland 2,053 0.76
29 Turkcell Iletisim Turkey 1,450 0.54
30 MOL Hungary 1,376 0.51
31 Bim Birlesik Magaz Turkey 1,170 0.43
32 AO Tatneft Russia 774 0.29
33 Holding Co Sibcem Russia 741 0.27
34 Surgutneftegaz Russia 475 0.18
35 X5 Retail Group Netherlands 86 0.03
Total 271,189 100.00
investments
Company weighting versus benchmark by country of listing at 30 September 2009
Company Benchmark
Czech Republic 8.1 5.6
Hungary 5.2 6.7
Poland 8.7 12.9
Russia 54.8 57.9
Sweden 0.9 -
Turkey 15.1 16.9
United Kingdom 3.0 -
Cash 4.2 -
100.0 100.0
Source: Barings, MSCI
Classification of assets
The Company's Portfolio as per MSCI at 30 September 2009 was:
Percentage classification of assets based on valuation
Russia Hungary Poland Czech Turkey Other Current Total Total
Republic Countries Assets 2009 2008
Consumer - - 1.8 - - - - 1.8 1.4
Discretionary
Consumer Staples 0.9 - - - 0.4 0.9 - 2.2 2.1
Energy 25.4 0.5 - - 3.3 - - 29.2 30.9
Financials 8.1 3.8 6.2 1.9 9.1 - - 29.1 29.9
Healthcare 1.1 0.9 - - - - - 2.0 0.9
Industrials 0.3 - 0.7 - 1.8 - - 2.8 2.6
Materials 8.9 - - - - 3.0 - 11.9 9.5
Telecommunication 9.2 - - - 0.5 - - 9.7 12.9
Services
Utilities 0.9 - - 6.2 - - - 7.1 6.2
Total equity 54.8 5.2 8.7 8.1 15.1 3.9 - 95.8 96.4
investment
Net current - - - - - - 4.2 4.2 3.6
assets
Total 2009 54.8 5.2 8.7 8.1 15.1 3.9 4.2 100.0 -
Total 2008 54.4 2.3 12.0 9.6 10.1 8.0 3.6 - 100.0
Baring Asset Management Limited
23 November 2009
Report of the Directors (incorporating the business review)
The Directors submit to the shareholders their business review, report and the
audited financial statements of the Company for the year ended 30 September
2009.
1. Business review
Business and tax status
The Company carries on business as an investment trust and as such it has
received specific approval from the Inland Revenue under the provisions
contained in Section 842 of the Income and Corporation Taxes Act 1988. In the
opinion of the Directors the Company has subsequently directed its affairs so
as to enable it to continue to seek such approval.
The Company is an investment company as defined in Section 833 of the Companies
Act 2006.
The Company is managed by external parties in respect of investment management,
custodial services and the day-to-day accounting and company secretarial
requirements. Investment management services are provided by Baring Asset
Management Limited ("Barings") and details of the agreement with Barings are
given in note 3 to the accounts. The Custodian is State Street Bank & Trust
Company Limited. Secretarial services are provided by Northern Trust Global
Services Limited. The Company has no employees. The Directors are all
non-executive.
Investment objective
The investment objective is to achieve long-term capital growth, principally
through investment in securities listed on or traded on an Emerging European
securities market or in securities of companies listed or traded elsewhere,
whose revenues and/or profits are, or are expected to be, derived from
activities in Emerging Europe.
Investment policy
The policy of the Directors is that, in normal market conditions, the portfolio
of the Company should consist primarily of diversified securities listed or
traded on Emerging European securities markets (including over the counter
markets, which, in the Company's case, would include the Russian Trading
System). Equity securities for this purpose include equity-related instruments
such as preference shares, convertible securities, options, warrants and other
rights to subscribe for or acquire, or relating to, equity securities. The
Company may also invest in debt instruments such as bonds, bills, notes,
certificates of deposit and other debt instruments issued by private and public
sector entities in Emerging Europe.
In addition, Emerging European exposure may be obtained by indirect means.
Investments may, for example, be made in securities of companies listed on
securities markets outside Emerging Europe that derive, or are expected by the
Directors to derive, the majority of their revenues and/or profits and/or
growth from activities in Emerging Europe.
The Company may also invest in other funds in order to gain exposure to
Emerging Europe where, for example, such funds afford one of the few
practicable means of access to a particular market, or where such a fund
represents an attractive investment in its own right. The Company will not
invest more than 15% of its gross assets in other UK listed investment
companies (including investment trusts).
The Company may from time to time invest in unquoted securities, but the amount
of such investment is not expected to be material. Furthermore the Board has
agreed that the maximum exposure to unquoted securities should be restricted to
5% of the Company's net assets.
For the purposes of this investment policy the Board has defined Emerging
Europe as the successor countries of the former Soviet Union, Poland, Hungary,
the Czech Republic, Slovakia, Turkey, the States of former Yugoslavia, Romania,
Bulgaria and Albania. There is no restriction on the proportion that may be
invested in these countries.
In addition the Board has agreed that up to 2% of the total assets may be
invested in other countries provided that any investments made are companies
listed on a regulated stock exchange.
In order to comply with the provisions contained in Section 842 of the Income
and Corporation Taxes Act 1988 no investment in a company should represent more
than 15% by value of the Company's total portfolio except for subsequent market
movements in the value of that investment. Furthermore the Board has agreed
that the maximum value of any one investment should not exceed 12% of the
Company's total portfolio save with the prior written consent of the Board.
Where excess occurs due to market movement the manager will notify the Board of
this and will reduce the holding to below 12% within six months.
In addition to the above restriction on investment in a single Company the
Board seeks to achieve a spread of risk in the portfolio through monitoring the
country and sector weightings of the portfolio. There will be a minimum of 30
stocks in the portfolio.
The Company's Articles provide that the Company may borrow an amount equal to
its share capital and reserves. At 30 September 2009, the only loan facility in
place was a US$10 million unsecured loan and overdraft facility with State
Street Bank and Trust Company Limited which is used principally to cover timing
differences on portfolio transactions. The Board was negotiating a short-term
gearing facility of up to US$60m. But, given the lack of availability of
suitable finance, the Board is now examining the possibility of using the
futures markets to achieve the same aim. The Board believes that the markets in
which the Company invests are too volatile to warrant long-term gearing.
Dividends
The Board does not seek to target any particular level of dividend, and intends
rather to distribute by way of dividend most of the net earnings available for
this purpose. The Board recommends an annual dividend of 8.50p per share
compared with 9.00p for the previous period. Subject to the approval of the
Annual General Meeting, the recommended annual dividend will be paid on 4
February 2010 to members on the register at the close of business on 8 January
2010. The shares will be marked ex-dividend on 6 January 2010.
Discount
The Directors have adopted a firm policy with regard to the market rating of
the Company's shares. At all times the Board will seek to limit the discount to
NAV at which the Company's shares trade to a level significantly lower than the
12% trigger level referred to in the next paragraph, using as necessary the
Company's share repurchase authority. During the year ended 30 September 2009,
2,782,796 shares were repurchased at a cost of £12,383,000 (2,061,202 shares
were repurchased during the year ended 30 September 2008 at a cost of £
18,491,000). Any shares repurchased will either be held in treasury and may be
issued at a later date at or above net asset value, or cancelled.
If the average closing mid-market price at which the Company's shares trade in
the market in the period of ninety days prior to the publication of the
Company's preliminary results each year represents a discount to NAV which
exceeds 12%, the Company will offer to repurchase, by way of tender available
to all shareholders, up to 15% of the outstanding issued share capital at 95%
of NAV (after taking account of any expenses including the costs of selling
investments in order to fund the repurchase).
Performance
At each Board meeting, the Directors consider a number of performance measures
to assess the Company's success in achieving its objectives of which the most
important are as follows:
- Performance against the peer group
The Board monitors performance relative to a broad range of competitor funds,
as defined by the Morningstar Emerging Europe Universe. In the year ended 30
September 2009 the Company was ranked 27th out of 82 funds in this universe.
Over three years to 30 September 2009 it was ranked 8th out of 68 funds and
over five years it was ranked 4th out of 57 funds.
- Performance against the benchmark index
A chart of NAV performance versus benchmark for the five years ended 30
September 2009 (total return) is set out in the Directors' Remuneration Report
on page 25.
- Discount to NAV
In the year ended 30 September 2009 the shares traded at an average discount of
8.3%.
- Total Expense Ratio ("TER")
The TER is an expression of the Company's management fees and other operating
expenses as a percentage of average net assets over the year. The TER for the
year ended 30 September 2009 was 1.36% excluding performance fee and the effect
of VAT recovered (2008: 1.17%). A performance fee of £1,012,000 is payable in
respect of the year ended 30 September 2009 (2008: £128,000). The Board reviews
each year an analysis of the Company's TER and a comparison with its peers.
Principal risks
The key risks to the Company fall broadly under the following categories:
- Investment and strategy
The Board regularly reviews the investment mandate and long-term investment
strategy in relation to the market and economic conditions. The Board also
regularly monitors the Company's investment performance against the benchmark
and the peer group and its compliance with the investment guidelines.
- Accounting, legal and regulatory
In order to qualify as an investment trust, the Company must comply with
Section 842 of the Income and Corporation Taxes Act 1988 ("Section 842"). A
breach of Section 842 in an accounting period could lead to the Company being
subject to corporation tax on gains realised in that accounting period. Section
842 qualification criteria are continually monitored by Baring Asset Management
Limited and the results reported to the Board at its regular meetings. The
Company must also comply with the Companies Act and the UKLA Listing Rules. The
Board relies on the services of the administrator, Northern Trust Global
Services Limited and its professional advisers to ensure compliance with the
Companies Act and the UKLA Listing Rules.
- Loss of investment team or Investment Manager
A sudden departure of the Investment Manager or several members of the
investment management team could result in a short-term deterioration in
investment performance. The Manager takes steps to reduce the likelihood of
such an event by ensuring appropriate succession planning and the adoption of a
team-based approach, as well as special efforts to retain key personnel.
- Discount
A disproportionate widening of the discount relative to the Company's peers
could result in loss of value for shareholders. The Board regularly discusses
discount policy and has set parameters for the Company's broker to follow with
regard to the buy-back of shares.
- Corporate governance and shareholder relations
Details of the Company's compliance with corporate governance best practice,
including information on relations with shareholders, are set out in the
Corporate Governance Report on pages 17 to 21.
- Operational
Like most other investment trust companies, the Company has no employees. The
Company therefore relies upon the services provided by third parties and is
dependent on the control systems of the Investment Manager and the Company's
service providers. The security, for example, of the Company's assets, dealing
procedures, accounting records and maintenance of regulatory and legal
requirements, depend on the effective operation of these systems. These are
regularly tested and monitored. The custodian and the Investment Manager also
produce annual reports on internal controls which are reviewed by their
respective auditors and give assurance regarding the effective operation of
controls.
- Financial
The financial risks faced by the Company are disclosed in note 20 on pages 41
to 44.
2. Directors
The present Directors are listed below and on page 2. They are all
non-executive and have all served throughout the year.
Iain Saunders (62) spent 30 years with the Fleming group until his retirement
in 2001, latterly as deputy chairman of Robert Fleming Asset Management. He is
at present chairman of MB Asia Select and a number of JPMorgan UCITS funds. He
was appointed Chairman of Baring Emerging Europe PLC on 11 October 2002 and had
been a director of the predecessor company, The Baring Emerging Europe Trust
PLC, since 2001.
Steven Bates (52) spent 18 years with the Fleming group until 2002, latterly as
co-head of emerging markets of JPMorgan Fleming Asset Management. He has
extensive experience in both emerging and developed markets. He is a director
of Zephyr Management UK Limited which is a specialist asset management business
and is also the chief investment officer of Salisbury Partners. He is also on
the boards of a number of financial companies involved in emerging markets. He
was appointed a Director of Baring Emerging Europe PLC on 27 January 2003.
John Cousins (69) was formerly chief executive of BZW Puget Mahé in Paris and
managing director of BZW Equities in London. Prior to that, he held various
posts with Kleinwort Benson and has over 30 years of experience in
international equity investment. He is a former chairman of the International
Equity Rules and Compliance Committee of the London Stock Exchange. He was
appointed a director of Baring Emerging Europe PLC on 11 October 2002 and had
been a director of The Baring Emerging Europe Trust PLC since 1994.
Josephine Dixon (50) is a director of Finsbury Worldwide Pharmaceutical Trust
PLC, and is a Chartered Accountant who has previously held a number of senior
executive positions, including that of finance director in a publicly quoted
company. She is also a member of the Greenwich Hospital Trust. She was
appointed a Director of Baring Emerging Europe PLC on 5 July 2004.
Saul Estrin (57) is a Professor and Head of the Department of Management at the
London School of Economics where he is a specialist on emerging markets. He was
formerly a Professor at the London Business School and Research Director of the
Centre for New and Emerging Markets, which analysed the prospects for private
sector development and business opportunities in emerging markets. He has
written numerous books and articles on emerging economies. He was appointed a
Director of Baring Emerging Europe PLC on 5 July 2004.
Jonathan Woollett (52) spent 10 years with the European Bank for Reconstruction
and Development ("EBRD") in London until January 2008 where he was responsible
for the EBRD's non-bank financial institutions activities in Central and
Eastern Europe. Prior to that he was a director at Credit Suisse Asset
Management where he was responsible for the establishment of asset management
and mutual fund businesses in Central and Eastern Europe. Prior to Credit
Suisse, he worked for UBS and started his banking career with Deutsche Bank in
1979. He was appointed a Director of Baring Emerging Europe PLC on 23 July
2008.
In accordance with the Articles of Association John Cousins retires by rotation
and being eligible, offers himself for re-election. Iain Saunders also retires
by rotation but is not seeking re-election.
The Directors' interests in the Company's shares, as shown in the register kept
pursuant to Section 325 of the Companies Act 1985, are stated below:
2 December 2009 30 September 2009 30 September 2008
Beneficial:
Iain Saunders 75,000 75,000 30,000
Steven Bates 3,000 3,000 3,000
John Cousins - - -
Josephine Dixon 2,325 2,325 2,325
Saul Estrin 1,000 1,000 1,000
Jonathan Woollett 3,000 3,000 -
There were no contracts or arrangements subsisting during or at the end of the
financial year in which any Director is or was materially interested. No
Director held a shareholding in any of the investments in the Company's
portfolio during the year ended 30 September 2009.
3. Substantial shareholdings
At 2 December 2009, the Company had received notification of the following
disclosable interests in the ordinary share capital of the Company:
City of London Investment 5,229,808 shares 14.37%
Management Ltd
Sarasin & Partners LLP 4,085,686 shares 11.23%
Legal & General Group plc 1,406,000 shares 3.86%
4. Corporate governance
Introduction
The Board is accountable to the Company's shareholders for the governance of
the Company's affairs and this statement describes how the principles of the
Combined Code on Corporate Governance ("the Code") issued by the Financial
Reporting Council in 2008 have been applied to the affairs of the Company. In
applying the principles of the Code, the directors have also taken account of
the Code of Corporate Governance published by the Association of Investment
Companies ("the AIC Code"), which has established a framework of best practice
specifically for the Boards of investment trust companies. There is some
overlap in the principles laid down by the two Codes and there are some areas
where the AIC Code is more appropriate for investment trust companies.
Applications of the Code's principles
The Board is committed to high standards of corporate governance and seeks to
observe the principles and supporting principles identified in the Code and,
where appropriate, the principles identified in the AIC Code. It should be
noted that, as an investment trust, most of the Company's day-to-day
responsibilities are delegated to third parties and the Directors are all
non-executive. Thus not all the provisions of the Code are directly applicable
to the Company.
The Board
The Board currently consists of six non-executive Directors and is chaired by
Iain Saunders. All the Directors are considered by the Board to be independent
of the Investment Manager. Their biographies are set out on pages 15 and 16.
Collectively the Board has the requisite range of business and financial
experience which enables it to provide clear and effective leadership and
proper stewardship of the Company.
The number of meetings of the Board, the Audit Committee and the Nomination
Committee held during the financial year and the attendance of individual
Directors are shown below:
Board Audit Committee Nomination
Committee
Number of meetings 4 2 1
in the year
Iain Saunders 4 2 1
Steven Bates 4 2 1
John Cousins 4 2 1
Josephine Dixon 4 2 1
Saul Estrin 4 2 1
Jonathan Woollett 4 2 1
All of the Directors attended the Annual General Meeting held in January 2009.
The Board deals with the Company's affairs, including the consideration of
overall strategy, the setting and monitoring of investment policy and the
review of investment performance. The Investment Manager takes decisions as to
asset allocation and the purchase and sale of individual investments. The Board
papers circulated before each meeting contain full information on the financial
condition of the Company. Key representatives of the Investment Manager attend
most of the Board meetings, enabling Directors to probe further or seek
clarification on matters of concern.
Matters specifically reserved for discussion by the full Board have been
defined and a procedure adopted for the Directors to take independent
professional advice if necessary at the Company's expense.
The Chairman of the Company is a non-executive Director. A senior non-executive
Director has not been identified as the Board is comprised entirely of
non-executive Directors.
At every Annual General Meeting any Director:
(i) who has been appointed by the Board since the last Annual General Meeting;
or
(ii) who has held office at the time of the two preceding Annual General
Meetings and who did not retire at either of them; or
(iii) who has held office with the Company, other than employment or executive
office, for a continuous period of nine years or more at the date of the
meeting, shall retire from office and may offer himself for re·appointment by
the members.
Performance evaluation/re-election of Directors
An appraisal process has been established in order to review the effectiveness
of the Board, the Committees and individual directors. This process involves
the consideration by the Chairman and the Board of responses from individual
directors to a questionnaire which is completed on an annual basis. In addition
the other directors meet collectively once a year to evaluate the performance
of the Chairman. As a result of this evaluation, the Nomination Committee
recommends the re-election of John Cousins who retires by rotation and offers
himself for re-election at the Annual General Meeting. John Cousins is required
to seek annual re-election to the Board as he has served for more than nine
years when his service on the board of The Baring Emerging Europe Trust PLC
(the predecessor company) is included. John Cousins continues to make a
significant contribution to the Board's deliberations and the Nomination
Committee is satisfied that his independence is not affected by his length of
service.
The performance of the Company is considered in detail at each Board meeting.
Board committees
The Board believes that the interests of shareholders in an investment trust
company are best served by limiting its size so that all Directors are able to
participate fully in all the activities of the Board. It is for this reason
that the membership of the Audit and Nomination Committees is the same as that
for the Board as a whole.
Audit Committee
Jo Dixon is the Chairman of the committee which meets at least twice a year and
is responsible for reviewing the annual and interim reports, the nature and
scope of the external audit and the findings therefrom, and the terms of
appointment of the Auditors, including their remuneration and the provision of
any non-audit services. Non audit services provided by the Auditors mainly
comprised work on the Company's taxation affairs. The committee has considered
the independence of the Auditors and the objectivity of the audit process and
is satisfied that KPMG Audit Plc has fulfilled its obligations to shareholders.
It also regularly reviews the terms of the different service providers to the
Company including contracts with the Investment Manager, the Company Secretary
and the Custodian. The Audit Committee meets representatives of the Investment
Manager and its Compliance Officer who report as to the proper conduct of
business in accordance with the regulatory environment in which both the
Company and the Investment Manager operate. The Company's external Auditors
also attend this committee at its request and report on their findings in
relation to the Company's statutory audit.
As the Company has no employees, section C.3.4 of the Code, which deals with
arrangements for staff to raise concerns in confidence about possible
improprieties in respect of financial reporting or other matters, is not
directly relevant to it. The Audit Committee has however, confirmed with the
Investment Manager and the administrator that they do have "whistle blowing"
policies in place for their staff.
The Chairman of the Audit Committee will be present at the AGM to deal with
questions relating to the financial statements.
Nomination Committee
The Committee, which meets at least annually, reviews the Board's size and
structure and is responsible for Board succession planning.
Remuneration
The Board as a whole considers Directors' remuneration and therefore has not
appointed a separate remuneration committee. As the Company is an investment
trust and all Directors are non-executive, the Company is not required to
comply with the Code in respect of executive Directors' remuneration.
Directors' fees are detailed in the Directors' Remuneration Report on page 25.
Internal controls
The Board has established a process for identifying, evaluating and managing
significant risks faced by the Company. The process is subject to regular
review by the Board and accords with "Internal Control: Guidance for Directors
on the Combined Code" ("The Turnbull guidance") which was issued in September
1999 and revised in September 2005.
The Directors are responsible for the Company's system of internal control
which is designed to safeguard shareholders' investment and the Company's
assets. These systems of internal control are designed to provide reasonable
but not absolute assurance against material misstatement or loss.
The Turnbull guidance recommends a risk-based approach to the assessment of
internal controls. The Board has completed a risk map for the Company and
established procedures for the monitoring and review of the risks identified.
The Board as a whole is primarily responsible for the monitoring and review of
risks associated with investment matters and the Audit Committee is primarily
responsible for other risks.
As the Board has contractually delegated to external parties the investment
management, the custodial services and the day-to-day accounting and company
secretarial requirements, the Company relies significantly upon the internal
controls operated by those companies. Therefore the Directors have concluded
that the Company should not establish its own internal audit function. The
Board continues to monitor its system of internal control in order to ensure it
operates as intended and the directors review annually whether an internal
audit function is required. Investment management services are provided by
Baring Asset Management Limited ("Barings") and details of the agreement with
Barings are given in note 3 to the accounts. The Custodian is State Street Bank
& Trust Company Limited. Secretarial services are provided by Northern Trust
Global Services Limited.
The risk map has been considered at all regular meetings of the Board and Audit
Committee. As part of the risk review process, regular reports are received
from the Investment Manager on all investment matters including compliance with
the investment mandate, the performance of the portfolio compared with the
benchmark and compliance with investment trust status requirements.
The Board also receives and reviews annual reports from the Investment Manager
and the Custodian on their internal controls and their operation. These reports
are designed to provide details of the internal control procedures operated by
the relevant entity and include a report by an independent reporting
accountant.
The Board confirms that appropriate procedures to review the effectiveness of
the Company's system of internal control have been in place which cover all
controls including financial, operational and compliance controls and risk
management. An assessment of internal control, which includes a review of the
Company's risk map, an assessment of the quality of reports on internal control
from the service providers and the effectiveness of the Company's reporting
process, is carried out on an annual basis.
Accountability and audit
Set out on page 26 is a statement by the Directors of their responsibilities in
respect of the accounts. The Directors believe that it is appropriate to
continue to adopt the going concern basis in preparing the accounts, as the
assets of the Company consist mainly of securities which are readily
realisable.
As noted earlier, an Audit Committee has been established consisting of
independent Directors.
The Board as a whole regularly reviews the terms of the management and
secretarial contracts.
The Directors who held office at the date of approval of this Directors' Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's Auditors are unaware; and each Director has
taken all the steps that they ought to have taken as Directors to make
themselves aware of any relevant audit information and to establish that the
Company's Auditors are aware of that information.
The Directors were covered by directors' and officers' insurance that was in
place during the financial year and at the date of this report.
Relations with shareholders
The Board regularly reviews the Investment Manager's contacts with the
Company's shareholders and monitors its shareholder profile. The Board
supplements this with some direct contact with shareholders and is available to
speak with any shareholder who wishes to do so. The Board supports the
principle that the Annual General Meeting be used to communicate with private
investors. The full Board attends the Annual General Meeting and the Chairman
of the Board chairs the meeting. Details of the proxy votes received in respect
of each resolution are made available to shareholders at the meeting. The
Investment Manager attends to give a presentation to the meeting. A quarterly
newsletter is produced by the Investment Manager and is available to
shareholders.
If a shareholder would like to contact the Board directly, he or she should
write to the Chairman at 155 Bishopsgate, London EC2M 3XY and mark their letter
private and confidential.
Evaluation of performance of Investment Manager
Investment performance is reviewed at each regular Board meeting at which
representatives of the Investment Manager are required to provide answers to
any questions raised by the Board. The Board has instigated an annual formal
review of the Investment Manager which includes consideration of:
- performance compared with benchmark and peer group;
- investment resources dedicated to the Company;
- investment management fee arrangements and notice period compared with the
peer group; and
- marketing effort and resources provided to the Company.
The Board believes that Baring Asset Management Limited has served the Company
well both in terms of investment performance and general support and will
continue its appointment.
Statement of compliance
The Board considers that it has complied with all the material provisions set
out in Section 1 of the Code throughout the year. It did not, however, comply
with the following provisions as explained above:
- due to the small size of the Board and nature of the business a separate
remuneration committee has not been established;
- a senior non-executive Director has not been identified; and
- the Chairman is a member of the Audit Committee.
5. VAT on management fees
On 30 June 2009, the Company received the repayment of £960,000 of VAT on
management fees incurred since 31 March 2005 and subsequently received a
further amount of £79,000 in respect of interest, An additional reclaim
covering the period prior to March 2005 has been submitted, details of which
are set out in note 21 to the financial statements on page 44.
6. Creditor payment policy
It is the Company's payment policy to obtain the best possible terms for all
business and therefore there is no consistent policy as to the terms used. In
general, the Company agrees with its suppliers the terms on which business will
take place and it is its policy to abide by the terms. As an investment trust,
the Company does not transact business of a trading nature. There were no trade
creditors at 30 September 2009.
7. Socially responsible investment
The Board has delegated the investment management function to Baring Asset
Management Limited. The Investment Manager's primary objective is to produce
superior financial returns to investors. It believes that over the long term
sound social, environmental and ethical policies make good business sense and
takes these issues into account when, in its view, they have a material impact
on either the investment risk or the expected return from an investment.
8. Exercise of voting powers
The Board has delegated authority to the Investment Manager to vote the shares
held by the Company in accordance with current best practice. Wherever
practical the Investment Manager does vote the shares, but in the markets where
the Company invests this is not always feasible. The Investment Manager may
refer to the Board on any matters of a contentious nature.
9. Annual General Meeting ("AGM")
THIS SECTION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this
document or as to the action you should take, you should seek your own advice
from a stockbroker, solicitor, accountant, or other professional adviser.
If you have sold or otherwise transferred all of your shares, please pass this
document together with the accompanying documents to the purchaser or
transferee, or to the person who arranged the sale or transfer so they can pass
these documents to the person who now holds the shares.
The AGM will be held on Tuesday, 19 January 2010 at 2:30pm. The formal notice
of the AGM is set out on pages 45 and 48. Separate resolutions are proposed for
each substantive issue. Resolutions relating to the following items of special
business will be proposed at the AGM, for which shareholder approval is
required in order to comply with the Companies Act 2006.
Authorities to allot shares and to disapply pre-emption rights (resolutions 7
and 8)
Approval is sought to give the Board the authority to allot ordinary shares or
grant rights to subscribe for or convert any securities into ordinary shares up
to an aggregate nominal amount equal to £181,960.20 (representing 1,819,602
ordinary shares of £0.10 each). This amount represents 5% of the issued
ordinary share capital (excluding treasury shares) of the Company as at 2
December 2009, being the latest practicable date prior to publication of the
notice of meeting on pages 45 to 48 (the "Notice").
As at the date of the Notice, 3,318,207 ordinary shares are held by the Company
in treasury. This amount represents 9.12% of the total ordinary share capital
in issue (excluding treasury shares) as at the latest practicable date prior to
publication of the Notice.
The Directors do not intend to allot ordinary shares pursuant to this power
other than to take advantage of opportunities in the market as they arise and
only if they believe it is advantageous to the Company's existing shareholders
to do so.
Resolution 8 would, if passed, give the Board the authority to allot shares (or
sell any shares held in treasury) for cash on a non pre-emptive basis up to an
aggregate amount of £198,551.20. This amount represents 1,985,512 shares and is
approximately 5% of the total share capital of the Company in issue (including
treasury shares) as at the latest practicable date before publication of the
Notice. This power will not be utilised when it would result in any dilution of
the net asset value per ordinary share.
In respect of this amount, the Board confirm their intention to follow the
provisions of the Pre-Emption Group's Statement of Principles regarding
cumulative usage of authorities within a rolling three year period. The
Principles provide that usage in excess of 7.5% of share capital should not
take place without prior consultation with shareholders.
The full text of the resolutions is set out in the Notice.
If Resolutions 7 and 8 are approved, the authorities will expire at the
conclusion of the AGM in 2011.
Authority to purchase own shares (resolution 9)
At the AGM held on 13 January 2009, shareholders renewed the Director's
authority to buyback up to 14.99% of the Company's ordinary shares. Pursuant to
this authority, a total of 2,782,796 shares were purchased and cancelled during
the year under review. This represented 7.05% of the issued share capital at 30
September 2009. The prices paid for these shares ranged from 311.53p to 679.00p
and the total cost amounted to £12,383,000. A further 241,657 shares have been
brought back since the Company's year end.
The Board proposes that the Company should be given renewed authority to
purchase ordinary shares in the market either for cancellation or to be held,
sold, transferred or otherwise dealt with as treasury shares in accordance with
the Companies Act.
The Directors consider that the renewal of this authority is in the interests
of shareholders as a whole as the repurchase of ordinary shares at a discount
to their net asset value ("NAV") would enhance the NAV of the remaining
ordinary shares. Accordingly a special resolution will be proposed at the AGM
to authorise the Company to make market purchases of up to 14.99% of the
ordinary shares in issue, equivalent to 5,455,168 ordinary shares as at 2
December 2010, being the latest practicable date prior to publication of the
Notice. Under the Listing Rules of the Financial Services authority, this is
the maximum percentage of its equity share capital that a company may purchase
through the market pursuant to such authority.
Purchases of shares will be made within guidelines set from time to time by the
Board and will only be made in the market at prices below the prevailing NAV
and, in any event, not below a minimum price of £0.10 per share.
The authority for the Company to purchase its own ordinary shares will, by
virtue of the Treasury Share Regulations 2003 and the Companies (Share Capital
and Acquisition by a Company of its Own Shares) Regulations 2009, allow the
Company to hold ordinary shares so purchased in treasury, as an alternative to
immediate cancellation.
Any exercise by the Company of the authority to purchase shares will occur only
when market conditions are appropriate. Purchases will be funded either by
using available cash resources, debt or by selling investments.
This authority shall expire at the earlier of the conclusion of the AGM in 2011
or 12 July 2011, unless such authority has been renewed prior to such time.
The full text of the resolution is set out in the Notice of Meeting on pages 45
and 46.
Adoption of new Articles of Association (resolution 10)
It is proposed in resolution 10 to adopt new articles of association (the "New
Articles") in order to update the Company's current articles of association
(the "Current Articles") primarily to take account of the coming into force of
the Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders'
Rights Regulations") and the implementation of the last parts of the Companies
Act 2006.
The principal changes introduced in the New Articles are summarised in the
Appendix of the Notice. Other changes, which are of a minor, technical or
clarifying nature and also some more minor changes which merely reflect changes
made by the Companies Act 2006 and the Shareholders' Rights Regulations, or
conform the language of the New Articles with that used in the model articles
for public companies produced by the Department for Business, Innovation and
Skills have not been noted in the Appendix of the Notice. The New Articles
showing all the changes to the Current Articles are available for inspection,
as noted on page 48 of this document.
The Board considers that all the resolutions to be put to the meeting are in
the best interests of the Company and its shareholders as a whole. The Board
unanimously recommends that you vote in favour of them.
10. Conflict of interest
Section 175 of the Companies Act 2006, which came in to effect on 1 October
2008, introduced a duty for directors to avoid unauthorised conflicts of
interest. The Articles of Association approved by Resolution 2 at the General
Meeting held on 15 January 2008 allows the Directors to authorise such
conflicts and potential conflicts, where appropriate. The Board has expanded
the terms of reference of the Audit Committee to review conflicts and potential
conflicts and make recommendations to the Board as to whether any such
conflicts should be authorised.
11. Companies Act 2006 Disclosures
In accordance with Section 992 of the Companies Act 2006 the Directors disclose
the following information:
- the Company's capital structure is summarised on page 39, voting rights are
summarised on page 47, and there are no restrictions on voting rights nor any
agreement between holders of securities that result in restrictions on the
transfer of securities or on voting rights;
- there exist no securities carrying special rights with regard to the control
of the Company;
- details of the substantial shareholders in the Company are listed on page 16;
- the Company does not have an employees' share scheme;
- the rules concerning the appointment and replacement of Directors, amendment
of the Articles of Association and powers to issue or buy back the Company's
shares are contained in the Articles of Association of the Company and the
Companies Act 2006;
- there exist no agreements to which the Company is party that may affect its
control following a takeover bid; and
- there exist no agreements between the Company and its Directors providing for
compensation for loss of office that may occur because of a takeover bid.
The Board recognises the requirement under Section 417(5) of the Act to detail
information about environmental matters (including the impact of the Company's
business on the environment), any Company employees and social and community
issues; including information about any policies it has in relation to these
matters and effectiveness of these policies. As the Company has no employees or
policies in these matters this requirement does not apply. Notwithstanding, the
Investment Manager takes into account these considerations when making
investment decisions and determines its voting instructions at investee company
meetings accordingly.
12. Auditors
The Company's Auditors, KPMG Audit Plc, have indicated their willingness to
continue in office. Resolutions for their re-appointment and to authorise the
Board to determine their remuneration will be proposed at the Annual General
Meeting.
By order of the Board
M. J. Nokes
Secretary
3 December 2009
Directors' Remuneration Report
for the year ended 30 September 2009
This report is presented in accordance with Section 421 of the Companies Act
2006. As the Board of Directors is comprised solely of non-executive Directors,
it is exempt under the Listing Rules from appointing a Remuneration
Committee.The determination of the level of fees paid to Directors, which are
reviewed on a periodic basis, is dealt with by the whole Board.
The Company's Articles of Association limits the aggregate fees payable to the
Board of Directors to a total of £175,000. Subject to this overall limit, it is
the Company's policy to determine the level of Directors' fees having regard to
fees payable to non-executive Directors in the industry generally, the role
that individual Directors fulfil, and the time committed to the Company's
affairs.
No Director has a service contract with the Company.
During the year ended 30 September 2009 the Chairman received a fee of £30,000
per annum, the Chairman of the Audit Committee received a fee of £25,000 per
annum and other Directors £22,500 per annum.
The Company does not provide pension benefits, share options or long-term
incentive schemes for Directors.
Directors' emoluments for the year (audited)
The Directors who served during the year received the following emoluments in
the form of fees:
2009 2008
£000 £000
Iain Saunders 30.0 30.0
Steven Bates 22.5 22.5
John Cousins 22.5 22.5
Josephine Dixon 25.0 25.0
Saul Estrin 22.5 22.5
Jonathan Woollett 22.5 4.3
(appointed as a Director
on 23 July 2008)
Total 145.0 126.8
Share price performance
The following graph compares the share price and net asset value performance
against the benchmark*†:
Approval
A resolution for the approval of the Directors' Remuneration Report for the
year ended 30 September 2009 will be proposed at the Annual General Meeting.
By order of the Board
M. J. Nokes
Secretary
3 December 2009
Statement of Directors' responsibilities in respect of the annual report and
the financial
The Directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors have elected to prepare the
financial statements in accordance with United Kingdom Accounting Standards and
applicable law (UK Generally Accepted Accounting Practice).
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
and
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors confirm that they comply with these requirements.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the
Companies Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Company to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Directors' Report, Directors' Remuneration Report and Corporate
Governance Statement that complies with that law and those regulations.
The financial statements are published on the www.bee-plc.com website, which is
maintained by the Company's Manager, Baring Asset Management Limited. The
maintenance and integrity of the website maintained by Baring Asset Management
Limited is, so far as it relates to the Company, the responsibility of Baring
Asset Management Limited. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
The Directors each confirm to the best of their knowledge that:
a) the financial statements, prepared in accordance with applicable accounting
standards, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company; and
b) this Annual 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 it faces.
For and on behalf of the Board.
Iain Saunders
Chairman
3 December 2009
Independent Auditors' Report
to the members of Baring Emerging Europe PLC
We have audited the financial statements of Baring Emerging Europe PLC for the
year ended 30 September 2009 set out on pages 29 to 44. The financial reporting
framework that has been applied in their preparation is applicable law and UK
Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the Company's members, as a body, in accordance
with sections 495, 496 and 497 of the Companies Act 2006. Our audit work has
been undertaken so that we might state to the Company's members those matters
we are required to state to them in an Auditors' Report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members, as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
As explained more fully in the Directors' Responsibilities Statement set out on
page 26, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's (APB's)
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on
the APB's web-site at www.frc.org.uk/apb/scope/UKP.
Opinion on financial statements
In our opinion the financial statements:
- give a true and fair view of the state of the Company's affairs as at 30
September 2009 and of its profit for the year then ended;
- have been properly prepared in accordance with UK Generally Accepted
Accounting Practice; and
- have been prepared in accordance with the requirements of the Companies Act
2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
- the part of the Directors' Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006; and
- the information given in the Directors' Report for the financial year for
which the financial statements are prepared is consistent with the financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our
opinion:
- adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us; or
- the financial statements and the part of the Directors' Remuneration Report
to be audited are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made;
or
- we have not received all the information and explanations we require for our
audit.
Under the Listing Rules we are required to review:
- the Directors' Statement, set out on page 26, in relation to going concern;
and
- the part of the Corporate Governance Statement relating to the Company's
compliance with the nine provisions of the 2008 Combined Code specified for our
review.
Neil Palmer (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
8 Salisbury Square
London
EC4Y 8BB
3 December 2009
Income statement
(incorporating the Revenue Account*) for the year ended 30 September 2009
Year Year Year Year Year Year
ended 30 ended 30 ended 30 ended 30 ended 30 ended 30
September September September September September September
2009 2009 2009 2008 2008 2008
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
Gains/ 10 - 15,228 15,228 - (87,107) (87,107)
(losses) on
investments
held at fair
value
through
profit or
loss
Income 2 5,834 7 5,841 10,147 - 10,147
Investment 3 (1,570) (1,012) (2,582) (3,142) (128) (3,270)
management
fee and
performance
fee
VAT 4 870 90 960 - - -
recovered
from HMRC on
management
fees
Other 5 (1,155) - (1,155) (1,393) - (1,393)
expenses
Net return 3,979 14,313 18,292 5,612 (87,235) (81,623)
before
finance
costs and
taxation
Finance 6 (17) - (17) (8) - (8)
costs
Return on 3,962 14,313 18,275 5,604 (87,235) (81,631)
ordinary
activities
before
taxation
Taxation 7 (561) - (561) (1,449) - (1,449)
Return 3,401 14,313 17,714 4,155 (87,235) (83,080)
attributable
to ordinary
shareholders
Return per 9 8.99p 37.84p 46.83p 10.28p (215.84)p (205.56)p
ordinary
share
*The total column of this statement is the profit and loss account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations.
The annexed notes on pages 33 to 44 form part of these accounts.
The supplementary revenue and capital columns are both prepared under the
guidance published by the Association of Investment Companies.
A Statement of Total Recognised Gains and Losses is not required as all gains
and losses of the Company have been reflected in the above statement.
Balance sheet
as at 30 September 2009
2009 2008
Notes £000 £000
Non current assets
Investments at fair 10 271,189 270,697
value through
profit or loss
Current assets
Debtors 11 3,567 8,978
Cash at bank and in 11,125 5,878
hand
14,692 14,856
Creditors: amounts 12 (3,591) (5,139)
falling due within
one year
Net current assets 11,101 9,717
Net assets 282,290 280,414
Capital and
reserves
Called-up share 3,995 4,273
capital
Share premium 1,411 1,411
account
Special reserve 31,792 44,175
Redemption reserve 793 515
Capital reserve 239,317 225,004
Revenue reserve 4,982 5,036
Total equity 282,290 280,414
shareholders' funds
Net asset value per 14 770.57p 711.41p
share
The financial statements on pages 29 to 44 were approved by the Board on 3
December 2009 and signed on its behalf by:
Josephine Dixon
Director
The annexed notes on pages 33 to 44 form part of these accounts.
Reconciliation of movement in shareholders' funds
for the year ended 30 September 2009
Called-up Share
share premium Special Redemption Capital Revenue
capital account reserve reserve reserve reserve Total
£000 £000 £000 £000 £000 £000 £000
For the year
ended
30 September
2009
Beginning of 4,273 1,411 44,175 515 225,004 5,036 280,414
year
Return for - - - - 14,313 3,401 17,714
the year
Buyback of - - (12,383) - - - (12,383)
own
sharesfor
cancellation
Transfer to (278) - - 278 - - -
capital
redemption
reserve
Dividends - - - - - (3,455) (3,455)
paid
Balance at 3,995 1,411 31,792 793 239,317 4,982 282,290
30 September
2009
Called-up Share
share premium Special Redemption Capital Revenue
capital account reserve reserve reserve reserve Total
£000 £000 £000 £000 £000 £000 £000
For the year
ended
30 September
2008
Beginning of 4,436 1,411 62,666 352 312,239 1,084 382,188
year
Return for - - - - (87,235) 4,155 (83,080)
the year
Buyback of - - (13,422) - - - (13,422)
own
sharesheld
in treasury
Buyback of - - (5,069) - - - (5,069)
own
sharesfor
cancellation
Transfer to (163) - - 163 - - -
capital
redemption
reserve
Dividends - - - - - (203) (203)
paid
Balance at 4,273 1,411 44,175 515 225,004 5,036 280,414
30 September
2008
The annexed notes on pages 33 to 44 form part of these accounts.
Cashflow statement
for the year ended 30 September 2009
Year ended Year ended
30 September 30 September
2009 2008
Notes £000 £000
Operating activities
Income received from 6,653 7,901
investments
Interest received 16 343
Investment management (1,717) (3,241)
fees and performance
fees paid
VAT recovered (including 1,039 -
interest thereon)
Other cash payments (1,224) (1,349)
Net cash inflow from 15 4,767 3,654
operating activities
Servicing of finance
Interest paid (17) (8)
Taxation
Overseas tax paid (728) (1,449)
Financial investment
Purchases of investments (93,829) (204,638)
Sales of investments 111,895 212,460
Net cash inflow from 18,066 7,822
financial investment
Equity dividends paid (3,455) (203)
Net cash inflow before 18,633 9,816
financing
Financing
Buyback of ordinary (13,386) (17,487)
shares
Net cash outflow from (13,386) (17,487)
financing
Increase/(decrease) in 16 5,247 (7,671)
cash
The annexed notes on pages 33 to 44 form part of these accounts.
Notes to the accounts
1. Accounting policies
A summary of the principal policies, all of which have been applied
consistently throughout the year, is set out below:
(a) Basis of accounting
These financial statements are prepared under the historical cost convention as
modified by the revaluation of fixed asset investments and in accordance with
applicable United Kingdom accounting standards and with the Statement of
Recommended Practice issued in January 2003 (revised 2005) regarding the
Financial Statements of Investment Trust Companies ("SORP").
(b) Valuation of investments
Upon initial recognition the investments are designated by the Company as "at
fair value through profit or loss". They are included initially at fair value
which is taken to be their cost, including expenses incidental to purchase.
Subsequently the investments are valued at fair value which is bid market price
for listed investments. Unquoted investments are included at a valuation
determined by the Directors after discussion with the Investment Manager on the
basis of the latest accounting and other relevant information.
Changes in the fair value of investments held at fair value through profit or
loss and gains or losses on disposal are included in the capital column of the
income statement within "Gains/(losses) from investments held at fair value
through profit or loss". All purchases and sales are accounted for on a trade
date basis.
Year-end exchange rates are used to translate the value of investments which
are denominated in foreign currencies.
(c) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at
actual exchange rates as at the date of the transaction or, where appropriate,
at the rate of exchange in a related forward exchange contract. Monetary assets
and liabilities denominated in foreign currencies at the year-end are reported
at the rates of exchange prevailing at the year-end or, where appropriate, at
the rate of exchange in a related forward exchange contract. Any gain or loss
arising from a change in exchange rates subsequent to the date of the
transaction is included as an exchange gain or loss in capital reserve. Foreign
exchange movements on fixed asset investments are included in the Income
Statement within gains/(losses) on investments.
(d) Income
Investment income, which includes related taxation, has been accounted for on
an ex-dividend basis or when the Company's right to the income is established.
Interest receivable on deposits is accounted for on an accruals basis.
(e) Expenses
All expenses are accounted for on an accruals basis and are charged as follows:
- the basic investment management fee is charged wholly to revenue;
- any investment performance bonus payable to Baring Asset Management Limited
is charged wholly to capital;
- dealing costs are charged wholly to capital; and
- other expenses are charged wholly to revenue.
1. Accounting policies (cont'd)
(f) Interest payable
Interest payable is accounted for on an accruals basis, and is charged wholly
to revenue.
(g) Capital reserve
Gains or losses on disposal of investments and changes in fair values of
investments are transferred to the capital reserve. Any investment performance
fee payable to Baring Asset Management Limited is accounted for in the capital
reserve.
(h) Special reserve
Pursuant to a special resolution passed on 8 November 2002, the Company's
application to reduce its share premium account was approved by the High Court
and registered with the Registrar of Companies on 18 December 2002. The amount
of the reduction was £86,624,982, representing the share premium arising on the
issue of shares by the Company on 17 December 2002. This amount was transferred
to a special reserve which is available for the repurchase by the Company of
its own shares.
(i) Taxation
The charge for taxation is based upon the net revenue for the year. The tax
charge is allocated to the revenue and capital accounts according to the
marginal basis whereby revenue expenses are first matched against taxable
income arising in the revenue account; the effect of this for the year ended 30
September 2009 was that all the deductions for tax purposes went to the revenue
account.
Deferred taxation will be recognised as an asset or a liability if transactions
have occurred at the balance sheet date that give rise to an obligation to pay
more taxation in the future, or a right to pay less taxation in the future. An
asset will not be recognised to the extent that the transfer of economic
benefit is uncertain.
2. Income
2009 2008
£000 £000
Income from investments
Unfranked - Quoted 5,746 9,911
Other income
Deposit interest 16 236
Interest on VAT recovered 79 -
from HMRC
5,841 10,147
3. Investment management fee
Baring Asset Management Limited ("Barings") acts as Investment Manager of the
Company under an agreement terminable by either party giving not less than six
months' written notice. Under this agreement Barings receives a basic fee
(charged to revenue) which is calculated monthly and payable at an annual rate
of 0.8% of the net asset value of the Company. The Directors have decided upon
a policy of non-allocation of the investment management fees and as such they
have been charged wholly to the revenue account.
In addition under the agreement Barings is entitled to a performance fee
(charged to capital) which is payable at the rate of 10% of the amount by which
the change in the Company's net asset value per share (on a total return basis)
exceeds the benchmark. The performance fee is capped at 0.6% of the net asset
value of the Company on the first day of the performance period. The
performance fee is calculated annually on 30 September. The whole of the
performance fee is charged to the capital account as it is deemed to have
arisen entirely as a result of the capital performance of the Company.
The investment management fee comprises:
2009 2008
£000 £000
Basic fee (charged to 1,570 3,142
revenue)
Performance fee (charged
to capital):
- provision for year 1,012 128
2,582 3,270
At 30 September 2009, £1,187,000 (30 September 2008: £320,000) of this fee
remained outstanding.
4. VAT recovered from HMRC on management fees
2009 2008
£000 £000
Recovered in respect of 870 -
basic management fees -
Revenue
Recovered in respect of 90 -
performance fees - Capital
960 -
On 30 June 2009 the Company received £960,000 of VAT on management fees
invoiced since 31 March 2005 which has been credited to the Company's revenue
and capital accounts in accordance with the Board's policy for allocation of
management fees and finance costs.
5. Other expenses
2009 2008
£000 £000
Custody and administration 952 1,234
expenses
Auditor's remuneration
for:
- audit 26 25
- other services 32 7
Directors' fees 145 127
1,155 1,393
6. Finance costs
2009 2008
(All charged to revenue) £000 £000
On short-term loan and
overdraft facility with
State Street Bank & Trust
Company repayable within 5
years, not by installments
Bank overdraft 17 8
17 8
7. Taxation
2009 2009 2009 2008 2008 2008
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
(a) Current
tax charge
for the
year:
Overseas 561 - 561 1,449 - 1,449
taxation
(note 7(b))
(b) Factors affecting the current tax charge for the year
The taxation rate assessed for the year is different from the standard rate of
corporation taxation in the UK. The differences are explained below:
2009 2009 2009 2008 2008 2008
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Return on 3,962 14,313 18,275 5,604 (87,235) (81,631)
ordinary
activities
before
taxation
Return on 1,109 4,008 5,117 1,625 (25,298) (23,673)
ordinary
activities
multiplied by
the standard
rate of
corporation
tax of 28%
(2008: 29%)
Effects of:
Utilisation of (548) - (548) (176) - (176)
overseas
taxation
Capital gains - (4,264) (4,264) - 25,261 25,261
not subject to
tax
Excess - 256 256 - 37 37
management
expenses
unutilised
Current tax 561 - 561 1,449 - 1,449
charge for the
year
The Company is not liable to tax on capital gains due to its status as an
investment trust.
8. Dividend
2009 2009 2008 2008
Per share £000 Per share £000
Annual dividend 8.50p 3,114 9.00p 3,547
per ordinary
share -
proposed
9. Return per ordinary share
Total Total
Revenue Capital 2009 Revenue Capital 2008
Return per 8.99p 37.84p 46.83p 10.28p (215.84)p (205.56)p
ordinary
share
Revenue return (earnings) per ordinary share is based on the net revenue on
ordinary activities after taxation of £3,401,000 (2008: £4,155,000).
Capital return per ordinary share is based on net capital profits for the
financial year of £14,313,000 (2008: net capital losses of £87,235,000).
These calculations are based on the weighted average of 37,820,907 (2008:
40,416,633 shares) ordinary shares in issue during the year.
At 30 September 2009 there were 36,633,709 ordinary shares of 10p each in issue
(2008: 39,416,505) which excludes 3,318,207 ordinary shares held in treasury
(2008: 3,318,207 shares held in treasury). The shares held in treasury are
treated as not being in issue when calculating the weighted average of ordinary
shares in issue during the year.
10. (i) Fixed asset investments
Quoted Total Quoted Total
overseas 2009 overseas 2008
Country of £000 £000 £000 £000
listing
Czech Republic 23,040 23,040 25,841 25,841
Hungary 14,872 14,872 6,278 6,278
Poland 24,661 24,661 32,512 32,512
Russia 154,493 154,493 152,897 152,897
Turkey 42,935 42,935 36,014 36,014
Other 11,188 11,188 17,155 17,155
Total 271,189 271,189 270,697 270,697
10. (ii) Movements in the year
Quoted Total Quoted Total
overseas Unquoted 2009 overseas Unquoted 2008
£000 £000 £000 £000 £000 £000
Book cost at 246,756 157 246,913 215,733 157 215,890
beginning of
year
Gains/(losses) 23,941 (157) 23,784 154,550 (34) 154,516
on investments
heldat
beginning of
year
Valuation at 270,697 - 270,697 370,283 123 370,406
beginning of
year
Movements in
year:
Purchases at 92,488 - 92,488 199,244 - 199,244
cost
Sales proceeds (107,020) (204) (107,224) (211,846) - (211,846)
(Losses)/gains (30,400) 151 (30,249) 43,623 - 43,623
on investments
sold in year
Gains/(losses) 45,424 53 45,477 (130,607) (123) (130,730)
on investments
held at year
end
Valuation at 271,189 - 271,189 270,697 - 270,697
end of year
Expenses incidental to the purchase or sale of investments are included within
the purchase cost or deducted from sales proceeds. These expenses amounted to £
369,000 for the year ended 30 September 2009 (2008: £645,000).
10. (iii) Gains/(losses) on investments
2009 2008
£000 £000
(Losses)/gains on (30,249) 43,623
investments sold in the
year
Gains/(losses) on 45,477 (130,730)
investments held at year
end
Total gains/(losses) on 15,228 (87,107)
investments
A list of the Company's investments by market value is shown on page 9 and a
geographical and industrial classification of the investment portfolio is shown
on page 11.
11. Debtors
2009 2008
£000 £000
Amounts due within one
year
Amounts due from brokers 1,402 6,073
Prepayments and accrued 1,998 2,905
income
Other debtors 167 -
3,567 8,978
12. Creditors
2009 2008
£000 £000
Amounts falling due within
one year
Purchases for future 2,179 3,520
settlement
Other creditors 1,412 1,619
3,591 5,139
Since November 2003, the Company has had a US$10 million unsecured loan and
overdraft facility with State Street Bank and Trust Company. Under this
facility, the Company may draw up to a maximum principal amount of US$10
million in varying proportions and for varying periods at prevailing interest
rates.
13. Called-up share capital
2009 2008
£000 £000
Authorised
199,500,000 ordinary 19,950 19,950
shares of £0.10
50,000 redeemable 50 50
preference shares of £1.00
20,000 20,000
2009 2008
£000 £000
Authorised, issued and
fully paid up
39,951,916 (2008: 3,995 4,273
42,734,712) ordinary
shares of £0.10 (fully
paid)
During the year 2,782,796 ordinary shares were repurchased for cancellation for
£12,383,000 (2008: 625,194 ordinary shares were repurchased for cancellation
for £5,069,000). During the year no ordinary shares were repurchased to be held
in treasury (2008: 1,436,008 ordinary shares were repurchased for £13,422,000,
to be held in treasury) and no ordinary shares which were held in treasury were
cancelled (2008: 1,000,000 ordinary shares which were held in treasury were
cancelled). The Company holds 3,318,207 ordinary shares in treasury which are
treated as not being in issue when calculating the number of ordinary shares in
issue during the year (2008: 3,318,207 ordinary shares were held in treasury).
Shares held in treasury are non-voting and not eligible for receipt of
dividends.
14. Net asset value per share
Total shareholders' funds and the net asset value per share attributable to the
ordinary shareholders at the year-end calculated in accordance with the
Articles of Association were as follows:
2009 2008
Total shareholders' funds 282,290 280,414
(£000)
Net asset value (pence per 770.57p 711.41p
share)
The net asset value per share is based on total shareholders' funds above, and
on 36,633,709 ordinary shares in issue at the year-end (2008: 39,416,505
ordinary shares in issue) which excludes 3,318,207 ordinary shares held in
treasury (2008: 3,318,207 ordinary shares held in treasury). The ordinary
shares held in treasury are treated as not being in issue when calculating the
net asset value per share.
15. Reconciliation of net return before finance costs and taxation to net
cash outflow from operating activities
2009 2008
£000 £000
Net revenue return before 18,292 (81,623)
finance costs and taxation
Net capital return before (14,313) 87,235
finance costs and taxation
Decrease/(increase) in 907 (1,903)
accrued income
Increase in sundry 796 22
creditors
Decrease in debtors - 51
VAT recovered from HMRC 97 -
(including interest
thereon) capitalised
Performance fee (1,012) (128)
capitalised
Net cash inflow from 4,767 3,654
operating activities
16. Analysis of changes in cash during the year
2009 2008
£000 £000
Beginning of year 5,878 13,549
Net cash inflow/(outflow) 5,247 (7,671)
End of year 11,125 5,878
Analysis of balance:
Bank balance 11,125 5,878
17. Financial commitments
At 30 September 2009, there were no outstanding capital commitments (2008:
nil).
18. Custodian's lien
Under the terms of the custody agreement with State Street Bank & Trust Company
("State Street"), the Company has granted a lien over its securities and other
assets that are deposited with State Street to cover all sums due in connection
with the custody agreement.
19. Related party disclosures
Under FRS 8, the Company is required to provide additional information
concerning its relationship with the Investment Manager, Barings, and details
of the investment management fee charged by Barings are set out in note 3. The
ultimate holding company of Barings is Massachusetts Mutual Life Insurance
Company.
20. Risk management policies and procedures
As an investment trust the Company invests in equities and other investments
for the long-term so as to secure its investment objective stated on page 3. In
pursuing its investment objective, the Company is exposed to a variety of risks
that could result in either a reduction in the Company's net assets or a
reduction of the profits available for dividends.
These risks, include market risk (comprising currency risk, interest rate risk,
and other price risk), liquidity risk, and credit risk, and the Directors'
approach to the management of them are set out below.
The objectives, policies and processes for managing the risks, and the methods
used to measure the risks, that are set out below, have not changed from the
previous accounting period.
(a) Market risk
Special considerations and risk factors associated with the Company's
investments are discussed on page 4. The fair value or future cash flows of a
financial instrument held by the Company may fluctuate because of changes in
market prices. This market risk comprises three elements - currency risk (see
(b) below), interest rate risk (see (c) below) and other price risk (see (d)
below). The Board of Directors reviews and agrees policies for managing these
risks, which have remained substantially unchanged from those applying in the
year ended 30 September 2008. The Company's Investment Manager assesses the
exposure to market risk when making each investment decision, and monitors the
overall level of market risk on the whole of the investment portfolio on an
ongoing basis.
(b) Currency risk
Certain of the Company's assets, liabilities, and income, are denominated in
currencies other than sterling (the Company's functional currency, and in which
it reports its results). As a result, movements in the rate of exchange between
sterling and the currencies of the countries in which the Company invests,
which are identified in the table shown in note 10, may affect the sterling
value of those items. In addition the Company's univested cash balances are
usually held in US dollars.
20. Risk management policies and procedures (cont.)
(b) Currency risk (cont.)
Management of the risk
The Investment Manager monitors the Company's exposure and reports to the Board
on a regular basis.
Income denominated in foreign currencies is converted to sterling on receipt.
The Company does not use financial instruments to mitigate the currency
exposure in the period between the time that income is included in the
financial statements and its receipt.
Foreign currency exposures
At 30 September 2009 monetary assets included cash balances totalling £
11,125,000 (2008: £5,879,000) that were held in US dollars.
Foreign currency sensitivity
The following table illustrates the sensitivity of the profit after taxation
for the year and the equity in regard to the Company's monetary financial
assets to changes in the exchange rates for the various currencies too which
the Company is exposed.
If sterling had weakened by an average of 10%, this would have had the
following effect:
2009 2008
£000 £000
Income statement - profit
after taxation:
Revenue return 345 505
Capital return 1,523 8,710
Total profit after 1,868 9,215
taxation for the year
Equity 1,868 9,215
If sterling had strengthened by an average of 10%, this would have had the
following effect:
2009 2008
£000 £000
Income statement - profit
after taxation:
Revenue return (345) (505)
Capital return (1,523) (8,710)
Total profit after (1,868) (9,215)
taxation for the year
Equity (1,868) (9,215)
(c) Interest rate risk
Interest rate movements may affect the level of income receivable on cash
deposits.
Cash at bank at 30 September 2009 (and 30 September 2008) was held at floating
interesting rates, linked to current short-term market rates.
(d) Other price risk
Other price risk (i.e. changes in market prices other than those arising from
interest rate risk or currency risk) may affect the value of the quoted and
unquoted equity investments.
Management of the risk
The Board of Directors believe that as the Company's investment objective is to
provide exposure to Emerging European Securities its neutral position in
respect of this risk is full exposure to the market as represented by its
benchmark. The Investment Manager has been given discretion around the
benchmark to enable it to add value. The amount by which the portfolio diverges
from the benchmark is closely monitored by the Board with the goal of ensuring
that the risk taken is proportionate to the value added.
Concentration of exposure to other price risk
A sector breakdown and geographical allocation of the portfolio is contained in
the Investment Manager's Report on pages 10 and 11.
Other price risk sensitivity
The following table illustrates the sensitivity of the profit after taxation
for the year and the equity to an increase or decrease of 40% in the fair
values of the Company's equities. This level of change is considered to be
reasonably possible based on observation of current market conditions. The
sensitivity analysis is based on the Company's equities at each balance sheet
date, with all other variables held constant.
Increase in Decrease in Increase in Decrease in
fair value fair value fair value fair value
2009 2009 2008 2008
£000 £000 £000 £000
Income statement -
profit after
taxation:
Capital return - 108,476 (108,476) 108,279 (108,279)
increase/(decrease)
Total profit after 108,476 (108,476) 108,279 (108,279)
taxation - increase/
(decrease)
Equity 108,476 (108,476) 108,279 (108,279)
(e) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting
obligations associated with financial liabilities.
Management of the risk
Liquidity risk is not significant as the majority of the Company's assets are
investments in quoted equities that are readily realisable.
The Board gives guidance to the Investment Manager as to the maximum amount of
the Company's resources that should be invested in any one holding. The policy
is that the Company should remain fully invested in normal market conditions
and that short-term borrowing may be used to manage short-term cash
requirements.
(f) Credit risk
The failure of the counterparty to a transaction to discharge its obligations
under that transaction could result in the Company suffering a loss.
Management of the risk
This risk is not significant, and is managed as follows:
- the majority of transactions take place through clearing houses on a delivery
versus payment basis;
- investment transactions are carried out with an approved list of brokers,
whose credit-standing is reviewed periodically by the Investment Manager, and
limits are set on the amount that may be due from any one broker; and
- cash at bank is held only with reputable banks with high quality external
credit ratings.
None of the Company's financial assets are secured by collateral or other
credit enhancements.
(g) Fair values of financial assets and financial liabilities
Financial assets and liabilities are either carried in the balance sheet at
their fair value (investments and derivatives), or the balance sheet amount if
it is a reasonable approximation of fair value (amounts due from brokers,
dividends receivable, accrued income, amounts due to brokers, accruals and cash
balances).
21. Contingent asset
On 28 June 2008 the European Court of Justice announced that it had found in
favour of the Association of Investment Companies and JPMorgan Claverhouse
Trust plc in declaring that management expenses of investment trusts should be
exempt from VAT. Her Majesty's Customs and Revenue ("HMRC") subsequently
announced that it had accepted that fund management services are exempt from
VAT and it withdrew from the appeal in the JPMorgan Claverhouse Investment
Trust case. The Company is therefore no longer charged VAT on management fees.
Since its launch in December 2002 the Company paid approximately £1.6 million
of VAT on its management fees and recovered approximately £0.4 million of this
through its quarterly VAT returns. On 30 June 2009 the Company received the
repayment of £960,000 of VAT on management fees invoiced since 31 March 2005.
An additional reclaim covering the period prior to 31 March 2005 has been
submitted to HMRC and it is hoped to recover a significant proportion of the
remaining £240,000 net loss of VAT outstanding. This potential recovery of VAT
has not been recognised in the financial statements for the year ended 30
September 2009.
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be
held at 155 Bishopsgate, London EC2M 3XY on Tuesday, 19 January 2010, at 2:30pm
to consider and, if thought fit, pass the following resolutions, which will be
proposed as to resolutions 1, 2, 3, 4, 5, 6 and 7 as ordinary resolutions, and
as to resolutions 8, 9 and 10 as special resolutions:
1. To approve the Directors' Remuneration Report for the year ended 30
September 2009.
2. To receive the Directors' Report and statement of accounts for the year
ended 30 September 2009.
3. To approve the annual dividend.
4. To re-elect John Cousins as a Director of the Company.
5. To re-appoint KPMG Audit Plc as Auditors of the Company from the conclusion
of this meeting until the conclusion of the next general meeting at which the
financial statements are laid before members.
6. To authorise the Directors to determine the Auditors' remuneration.
Special business
To consider the following resolutions:
7. Authority to allot new ordinary shares - Ordinary Resolution:
That, the Board be and it is hereby generally and unconditionally authorised to
exercise all powers of the Company to allot shares and to grant rights to
subscribe for or convert any security into shares in the Company (within the
meaning of Section 551 of the Companies Act 2006) up to an aggregate nominal
amount of £181,960.20, (being approximately 5% of the issued share capital of
the Company as at 2 December 2009 being the latest practicable date prior to
the publication of this notice of meeting excluding shares held in treasury at
that date) PROVIDED THAT this authority shall expire at the conclusion of the
next Annual General Meeting of the Company after the passing of this
resolution, save that the Company may before such expiry make one or more
offers or agreements which would or might require relevant securities to be
allotted or rights to subscribe for or convert securities into shares to be
granted after such expiry and the Board may allot relevant securities or grant
rights to subscribe for or convert securities into shares in pursuance of such
offers or agreements as if the authority conferred hereby had not expired.
8. Authority to disapply pre-emption rights on allotment of ordinary shares -
Special Resolution:
That if resolution 7 set out in the notice convening the Annual General Meeting
of the Company dated 3 December 2009 (the Notice) is passed, the Board be given
power to allot equity securities (as defined in the Companies Act 2006) for
cash under the authority given by that resolution and/or where the allotment is
treated as an allotment of equity securities under section 560(3) of the
Companies Act 2006, free of the restriction in section 561(1) of the Companies
Act 2006, such power to be limited:
(a) to the allotment of equity securities in connection with an offer of equity
securities to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings, and so that the Board may impose any
limits or restrictions and make any arrangements which it considers necessary
or appropriate to deal with treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or under the laws of, any
territory or any other matter; and
(b) in the case of the authority granted under resolution 7 of the Notice and/
or in the case of any transfer of treasury shares which is treated as an
allotment of equity securities under section 560(3) of the Companies Act 2006,
to the allotment or such transfer (otherwise than under paragraph (a) above) of
equity securities up to a nominal amount of £198,551.20,
such power to apply until the end of next years AGM but during this period the
Company may make offers, and enter into agreements, which would, or might,
require equity securities to be allotted after the power ends and the Board may
allot equity securities under any such offer or agreement as if the power had
not ended.
9. Authority to repurchase the Company's shares - Special Resolution:
That, the Company be and is hereby generally and unconditionally authorised in
accordance with Section 701 of the Act to make market purchases (within the
meaning of Section 693 of the Act) of ordinary shares of £0.10 each in the
capital of the Company (the "shares") provided that:
(a) the maximum number of shares hereby authorised to be purchased shall be
5,455,168 (being approximately 14.99% of the issued share capital of the
Company as at the date of this document, excluding shares held in treasury);
(b) the minimum price (exclusive of any expenses) which may be paid for a share
is £0.10;
(c) the maximum price (exclusive of any expenses) which may be paid for a share
is an amount equal to the highest of (a) 105% of the average of the middle
market quotations for a share taken from the London Stock Exchange Daily
Official List for the 5 business days immediately preceding the day on which
the share is purchased; or (b) the price of the last independent trade; or (c)
the highest current independent bid;
(d) the authority hereby conferred shall expire at the earlier of the
conclusion of the Annual General Meeting of the Company in 2011, or 18 July
2011, unless such authority is renewed prior to such time;
(e) the Company may make a contract to purchase shares under the authority
hereby conferred prior to the expiry of such authority which will be or may be
executed wholly or partly after the expiration of such authority and may make a
purchase of shares pursuant to any such contract; and
(f) all shares purchased pursuant to the said authority shall be either:
(i) cancelled immediately upon completion of the purchase; or
(ii) held, sold, transferred or otherwise dealt with as treasury shares in
accordance with the provisions of the Act.
10. Adoption of Articles of Association - Special Resolution:
(a) the Articles of Association of the Company be amended by deleting all the
provisions of the Company's Memorandum of Association which, by virtue of
section 28 of the Companies Act 2006, are to be treated as provisions of the
Company's Articles of Association; and
(b) the Articles of Association produced to the meeting and initialled by the
chairman of the meeting for the purpose of identification be adopted as the
Articles of Association of the Company in substitution for, and to the
exclusion of, the existing Articles of Association.
By order of the Board
M. J. Nokes
Secretary
3 December 2009
155 Bishopsgate
London
EC2M 3XY
1. Members are entitled to appoint a proxy to exercise all or any of their
rights to attend and to speak and vote on their behalf at the meeting. A
shareholder may appoint more than one proxy in relation to the Annual General
Meeting provided that each proxy is appointed to exercise the rights attached
to a different share or shares held by that shareholder. A proxy need not be a
shareholder of the Company. A proxy form which may be used to make such
appointment and give proxy instructions accompanies this notice. If you do not
have a proxy form and believe that you should have one, or if you require
additional forms, please contact the Company's registrars, Capita Registrars
(contact details can be found on page 2).
2. To be valid any proxy form or other instrument appointing a proxy must be
received by post or (during normal business hours only) by hand at the offices
of the Company's registrars, Capita Registrars, PXS, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU no later than 2:30pm on Sunday, 17 January 2010.
3. The return of a completed proxy form, other such instrument or any CREST
Proxy Instruction (as described in paragraph 9 below) will not prevent a
shareholder attending the Annual General Meeting and voting in person if he/she
wishes to do so.
4. Any person to whom this notice is sent who is a person nominated under
section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated
Person") may, under an agreement between him/her and the shareholder by whom he
/she was nominated, have a right to be appointed (or to have someone else
appointed) as a proxy for the Annual General Meeting. If a Nominated Person has
no such proxy appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to the shareholder
as to the exercise of voting rights.
5. The statement of the rights of shareholders in relation to the appointment
of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The
rights described in these paragraphs can only be exercised by shareholders of
the Company.
6. To be entitled to attend and vote at the Annual General Meeting (and for the
purpose of the determination by the Company of the votes they may cast),
Shareholders must be registered in the Register of Members of the Company at 2:
30pm on Sunday, 17 January 2010 (or, in the event of any adjournment, on the
date which is two days before the time of the adjourned meeting for the
purposes of which no account is to be taken of any part of a day that is not a
working day). Changes to the Register of Members after the relevant deadline
shall be disregarded in determining the rights of any person to attend and vote
at the meeting.
7. As at 2 December 2009 (being the last business day prior to the publication
of this Notice) the Company's issued share capital consisted of 36,392,052
ordinary shares, carrying one vote each. Therefore, the total voting rights in
the Company as at 2 December 2009 are 36,392,052.
8. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the procedures
described in the CREST Manual. CREST Personal Members or other CREST sponsored
members, and those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must
be properly authenticated in accordance with Euroclear UK & Ireland Limited's
specifications, and must contain the information required for such instruction,
as described in the CREST Manual (available via www.euroclear.com/CREST). The
message, regardless of whether it constitutes the appointment of a proxy or is
an amendment to the instruction given to a previously appointed proxy must, in
order to be valid, be transmitted so as to be received by the issuer's agent
(ID RA10) by 2:30pm on Sunday, 17 January 2010. For this purpose, the time of
receipt will be taken to be the time (as determined by the time stamp applied
to the message by the CREST Application Host) from which the issuer's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.
10. CREST members and, where applicable, their CREST sponsors, or voting
service providers should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular message. Normal system
timings and limitations will, therefore, apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member, or
sponsored member, or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
11. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
12. Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a member
provided that they do not do so in relation to the same shares.
13. Under section 527 of the Companies Act 2006 members meeting the threshold
requirements set out in that section have the right to require the company to
publish on a website a statement setting out any matter relating to: (i) the
audit of the Company's accounts (including the auditor's report and the conduct
of the audit) that are to be laid before the Annual General Meeting; or (ii)
any circumstance connected with an auditor of the Company ceasing to hold
office since the previous meeting at which annual accounts and reports were
laid in accordance with section 437 of the Companies Act 2006. The Company may
not require the shareholders requesting any such website publication to pay its
expenses in complying with sections 527 or 528 of the Companies Act 2006. Where
the Company is required to place a statement on a website under section 527 of
the Companies Act 2006, it must forward the statement to the Company's auditor
not later than the time when it makes the statement available on the website.
The business which may be dealt with at the Annual General Meeting includes any
statement that the Company has been required under section 527 of the Companies
Act 2006 to publish on a website.
14. Any member attending the meeting has the right to ask questions. The
company must cause to be answered any such question relating to the business
being dealt with at the meeting but no such answer need be given if (a) to do
so would interfere unduly with the preparation for the meeting or involve the
disclosure of confidential information, (b) the answer has already been given
on a website in the form of an answer to a question, or (c) it is undesirable
in the interests of the company or the good order of the meeting that the
question be answered.
15. A copy of this notice, and other information required by s311A of the
Companies Act 2006, can be found at www.bee-plc.com.
Inspection of documents
The following documents will be available for inspection at the Company's
registered office from 3 December 2009 until the time of the AGM and at the AGM
location from 15 minutes before the AGM until it ends:
- Copies of letters of appointment of the non-executive directors; and
- A copy of the proposed new articles of association of the Company, and a copy
of the existing memorandum and articles of association marked to show the
changes being proposed in resolution 10.
Appendix
Explanatory notes of principal changes to the Company's Articles of Association
1. The Company's objects
The provisions regulating the operations of the Company are currently set out
in the Company's memorandum and articles of association. The Company's
memorandum contains, among other things, the objects clause which sets out the
scope of the activities the Company is authorised to undertake. This is drafted
to give a wide scope.
The Companies Act 2006 significantly reduces the constitutional significance of
a company's memorandum. The Companies Act 2006 provides that a memorandum will
record only the names of subscribers and the number of shares each subscriber
has agreed to take in the company. Under the Companies Act 2006 the objects
clause and all other provisions which are contained in a company's memorandum,
for existing companies at 1 October 2009, are deemed to be contained in the
company's articles of association but the company can remove these provisions
by special resolution.
Further the Companies Act 2006 states that unless a company's articles provide
otherwise, a company's objects are unrestricted. This abolishes the need for
companies to have objects clauses. For this reason the Company is proposing to
remove its objects clause together with all other provisions of its memorandum
which, by virtue of the Companies Act 2006, are treated as forming part of the
Company's articles of association as of 1 October 2009. Resolution 10(a)
confirms the removal of these provisions for the Company. As the effect of this
resolution will be to remove the statement currently in the Company's
memorandum of association regarding limited liability, the New Articles also
contain an express statement regarding the limited liability of shareholders.
2. Articles which duplicate statutory provisions
Provisions in the Current Articles which replicate provisions contained in the
Companies Act 2006 are in the main to be removed in the New Articles. This is
in line with the approach advocated by the Government that statutory provisions
should not be duplicated in a company's constitution.
3. Change of name
Under the Companies Act 1985, a company could only change its name by special
resolution. Under the Companies Act 2006 a company will be able to change its
name by other means provided for by its articles. To take advantage of this
provision, the New Articles enable the Directors to pass a resolution to change
the Company's name.
4. Rights attached to shares
As the Company no longer has any preference shares in issue, the New Articles
have been amended so that the previous description of the rights attaching to
the Company's ordinary and preference shares has been deleted. The New Articles
provide that, subject to any rights attaching to shares already in issue, going
forward, the Directors may issue shares with such rights or restrictions as the
Company by ordinary resolution may decide or, if no such resolution has been
passed or so far as the resolution is silent on the point, as the Directors may
decide.
Various other references to separate general meetings of the holders of any
class of shares to be called in order to address particular points have also
been deleted from the existing articles,
5. Authorised share capital and unissued shares
The Companies Act 2006 abolishes the requirement for a company to have an
authorised share capital and the New Articles reflect this. Directors will
still be limited as to the number of shares they can at any time allot because
allotment authority continues to be required under the Companies Act 2006, save
in respect of employee share schemes.
6. Redeemable shares
Under the Companies Act 1985, if a company wished to issue redeemable shares,
it had to include in its articles the terms and manner of redemption. The
Companies Act 2006 enables directors to determine such matters instead provided
they are so authorised by the articles. The New Articles contain such an
authorisation. The Company has no plans to issue redeemable shares but if it
did so the directors would need shareholders' authority to issue new shares in
the usual way.
7. Authority to purchase own shares, consolidate and sub-divide shares, and
reduce share capital
Under the Companies Act 1985, a company required specific enabling provisions
in its articles to purchase its own shares, to consolidate or sub-divide its
shares and to reduce its share capital or other undistributable reserves as
well as shareholder authority to undertake the relevant action. The Current
Articles include these enabling provisions. Under the Companies Act 2006 a
company will only require shareholder authority to do any of these things and
it will no longer be necessary for articles to contain enabling provisions.
Accordingly the relevant enabling provisions have been removed in the New
Articles.
8. Uncertificated shares
Where, in accordance with the Company's articles of association and the
Companies Act 2006, the Company is entitled to take various steps in relation
to a uncertificated share (for example, the right to dispose of a share), the
New Articles allow the Directors to require the shareholder to change the share
from uncertificated to certificated form and to keep it in such form until
notified otherwise.
9. Share certificates sent at holder's risk
The New Articles provide that where a share certificate is sent out in
accordance with the articles, it is to be sent at the risk of the person
entitled to it.
10. Conflicts of interest
The New Articles have been amended so that where a Director has declared any
direct or indirect interest he or she has in a proposed contract with the
Company in accordance with the Companies Act 2006, the Board may impose any
terms on such a Director in order to regulate his or her conduct in relation to
that contract and so deal with the conflict.
11. Use of seals
Under the Companies Act 1985, a company required authority in its articles to
have an official seal for use abroad. Under the Companies Act 2006, such
authority will no longer be required. Accordingly, the relevant authorisation
has been removed in the New Articles.
The New Articles provide an alternative option for execution of documents
(other than share certificates). Under the New Articles, when the seal is
affixed to a document it may be signed by one Director in the presence of a
witness, whereas previously the requirement was for signature by either a
Director and the Secretary or two Directors or such other person or persons as
the Directors may approve.
12. Vacation of office by Directors
The Current Articles specify the circumstances in which a Director must vacate
office. The New Articles update these provisions to treat physical illness in
the same manner as mental illness.
13. Currency of dividends
The existing articles include a provision which allows the Board to agree with
a shareholder that dividends are to be satisfied in another currency and the
basis of the conversion to be applied to any such payment. The New Articles
amend this provision to allow the Board to decide the basis of any such
currency conversion.
14. Voting by proxies on a show of hands
The Shareholders' Rights Regulations have amended the Companies Act 2006 so
that it now provides that each proxy appointed by a member has one vote on a
show of hands unless the proxy is appointed by more than one member in which
case the proxy has one vote for and one vote against if the proxy has been
instructed by one or more members to vote for the resolution and by one or more
members to vote against the resolution. The New Articles remove provisions in
the Current Articles dealing with proxy voting on the basis that these are
dealt with in the Companies Act 2006 and contain a provision clarifying how the
provision of the Companies Act 2006 giving a proxy a second vote on a show of
hands should apply to discretionary authorities.
15. Adjournments for lack of quorum
Under the Companies Act 2006 as amended by the Shareholders' Rights
Regulations, general meetings adjourned for lack of quorum must be held at
least 10 clear days after the original meeting. The Current Articles have been
changed to reflect this requirement.
16. Directors' expenses and Indemnities
The New Articles have been amended so as to allow the Board, acting within the
parameters currently set out in the existing articles, to fund a former
Director's expenditure incurred whilst carrying out the conduct of the
Company's business or in the discharge of his or her duties as a Director. In
addition, the New Articles allow the Company, again acting within the
parameters of the current law, to indemnify former Directors against liability.
17. General
Generally the opportunity has been taken to bring clearer language into the New
Articles and in some areas to conform the language of the New Articles with
that used in the model articles for public companies produced by the Department
for Business, Innovation and Skills.
ISA & Savings Scheme
The Company's shares can be purchased through the Baring Emerging Europe ISA &
Savings Scheme which provides a simple and cost-effective method for investing
either lump sums or on a regular basis.
The Baring Emerging Europe ISA investment limits are:
Minimum Maximum
Investment Limits Investment Limits
Regular investment £250 £600
per month per month
Lump sum investment £3,000 £7,200
(Additional lump sum per annum
top-ups of £1,000)
The Baring Emerging Europe Savings Scheme has a minimum regular investment of £
50 per month or a minimum lump sum investment of £250.
Further information
For further information on the ISA & Savings Scheme, please return the prepaid
form printed on the following page or write to:
Baring Asset Management Limited c/o NTGS50 Bank Street London E14 5NT
Telephone: 0845 082 2479
Alternatively information can be obtained from the Company's website:
www.bee-plc.com
Please remember that the value of an investment and the income from it can fall
as well as rise as a result of market and currency fluctuations and you may not
get back the amount originally invested. Past performance is not a guarantee of
future performance.
Baring Asset Management Limited, the Manager of the Baring Emerging Europe ISA
& Savings Scheme, is authorised and regulated by the Financial Services
Authority.
Baring Asset Management Limited
155 Bishopsgate
London EC2M 3XY
Telephone: 020 7628 6000
(Authorised and regulated by the Financial Services Authority)
www.barings.com
Registered in England and Wales no: 02915887
Registered office as above.