Final Results

THE THROGMORTON TRUST PLC PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 30 NOVEMBER 2003 • Sustained outperformance by the Trust in strong SmallCap market • Net Asset Value per ordinary share 104.9p (2002:77.5p) see table below • Final dividend 1.0p (2002:1.0p) making a total of 1.5p (2002:1.5p) NET ASSET VALUE 30.11.2003 30.11.2002 Year on year % change The Throgmorton Trust PLC 104.9p 77.5p +35.4 FTSE SmallCap (ex Inv. Cos.) 2,462.4 1,914.5 +28.6 FTSE All-Share 2,146.7 2,003.0 +7.2 THE CHAIRMAN, LORD STEWARTBY, COMMENTED: During the year 2003 the SmallCap sector performed much more strongly than other elements of the market. After a long period of decline in stock markets it is a welcome relief to be able to report on a much more satisfactory year, during which the small companies sector as a whole staged a strong recovery and continued outperformance was achieved by the Trust. In the thirty months from its peak (3,576), in September 2000, to its lowest point (1,640), in March 2003, the SmallCap Index lost more than 50 per cent of its value; but although there is still a long way to go before earlier levels are regained, the upward trend in the last few months has been soundly based. Portfolio and Net Asset Value As explained in the Managers' Review in the Report and Accounts, the portfolio of the Trust is constructed to cover a broad range of sectors and a spread of market capitalisation from AIM stocks to the lower end of the MidCap Index. There is also a balanced approach to the assessment of risk, avoiding stocks with undue volatility in the bulk of the portfolio while including some element of more adventurous holdings when market circumstances are suitable and particular opportunities become available. Above all, careful attention is given to the selection of individual stocks, measuring them against the criteria of strong management, clear objectives, tight financial control and a positive market environment. It is gratifying to record that this formula has proved its worth with outperformance in exceptionally volatile markets as well as in steadier times. At 30 November 2003 the net asset value was 104.9p per share against 77.5p at the end of the previous November. The rise in the Trust's net asset value per share over the twelve months of 35.4 per cent compares with an increase of 28.6 per cent in the FTSE SmallCap Index (excluding Investment Companies). Over the same period the FTSE All Share Index rose by 7.2 per cent, and the FTSE 100 Index by 4.1 per cent, as investors identified better value in smaller companies, which could benefit from the relatively stronger performance of the domestic economy, than in large companies with more international exposure. In December and January there have been further gains in the Trust's net asset value, and outperformance against the indices has continued. The £11 million outstanding of Convertible Loan Stock was redeemed at par at maturity on 30 November 2003. The Association of Investment Trust Companies is recommending that more emphasis should be placed on net asset values adjusted for the so-called 'fair value' of debt instruments as if they were to be repaid at current market value regardless of their date of maturity. Accordingly, the theoretical net asset value adjusted on this basis is given with the balance sheet. A word of warning should, however, be expressed in this connection. It would be misleading as to the overall financial condition of a trust to use the adjusted net asset value without taking account of other consequences of early redemption of high coupon debt; such repayment would in most cases result in an increase in distributable revenue (probably sufficient in the case of this Trust to justify a higher dividend than currently paid). Revenue and Dividend The net revenue of the Trust, after tax, was £3.3 million, compared with £3.1 million in 2002. Over the past three years the Trust's income had been on a reducing trend, following the decision to change the investment objective by removing the income requirement, and the consequent repositioning of the portfolio to a lower yield. One of the results of this has been that since 2001 the Trust's annual dividend has not been fully covered by its revenue; but with income now rising and substantial revenue reserves held within the Company and its financing subsidiaries, the Directors do not anticipate any need for a reduction in the dividend. They therefore recommend a final dividend of 1.0p per share, making a total of 1.5p for the year, both unchanged from 2002. Corporate Governance The past year has seen an array of new initiatives affecting the conduct and composition of boards of directors of public companies, most notably in the Higgs Report on Corporate Governance, the Smith Report on Audit Committees and new Listing Rules for investment companies imposed by the Financial Services Authority. Changes resulting from the new Combined Code, including increased reporting requirements, do not apply in respect of the Trust's year ended 30 November 2003, but will do so henceforward. A full account of the Trust's response will therefore be included in the Annual Report next year but, in anticipation of this, increased information on some governance matters is given in the present Report. The Board is committed to maintaining high standards of corporate governance. A majority of the directors are independent on any definition. Nevertheless, in order to comply with the new Listing Rules, I intend to step down as Chairman of the Company at the Annual General Meeting in 2005. Outlook A year ago, at a time of deep pessimism, I ventured to suggest that after three very difficult years some improvement in economic outlook and market performance might become evident by the end of 2003. Such hopes have indeed been fulfilled, with signs of greater confidence in the world economy and a return to growth, albeit at a modest rate in many countries. Together with the resolution of the main hostilities in Iraq, these conditions enabled markets to recover sufficiently to lift the valuation of individual stocks to more realistic levels, so that advances from here onwards are likely to be less spectacular than those of the last six months. Prospects for the United Kingdom domestic economy, which is particularly relevant for the Small Cap sector, are now reasonably positive, and with returning confidence in markets we would expect some further progress in 2004. Lord Stewartby Chairman 5 February 2004 The Throgmorton Trust PLC Preliminary statement for the year ended 30 November 2003 Statement of Total Recognised Gains and Losses Year to 30 November 2003 (unaudited) Revenue Capital Total £000s £000s £000s Realised gains and losses - (2,199) (2,199) Unrealised gains and losses - 69,913 69,913 Income 7,383 - 7,383 Management fee (1,138) (1,138) (2,276) Other expenses (372) - (372) Net return before finance costs and 5,873 66,576 72,449 taxation Interest payable and similar (2,550) (2,425) (4,975) charges Return on ordinary activities 3,323 64,151 67,474 before taxation Tax on ordinary activities - - - Return on ordinary activities after 3,323 64,151 67,474 taxation attributable to equity shareholders Dividends in respect of equity (3,494) - (3,494) shares Transfer (from)/to reserves (171) 64,151 63,980 Return per ordinary share - basic 1.40p 27.09p 28.49p - assuming conversion of loan stock n/a n/a n/a The revenue column of this statement is the profit and loss account of the company. All revenue and capital items in this statement derive from continuing operations. No operations were acquired or discontinued in the year. The Throgmorton Trust PLC Preliminary statement for the year ended 30 November 2003 Statement of Total Recognised Gains and Losses (Continued) Year to 30 November 2002 (audited) Revenue Capital Total £000s £000s £000s Realised gains and losses - (5,569) (5,569) Unrealised gains and losses - (51,576) (51,576) Income 7,177 - 7,177 Management fee (1,181) (1,181) (2,362) Other expenses (291) - (291) Net return before finance costs and 5,705 (58,326) (52,621) taxation Interest payable and similar (2,582) (2,425) (5,007) charges Return on ordinary activities 3,123 (60,751) (57,628) before taxation Tax on ordinary activities (58) 58 - Return on ordinary activities after 3,065 (60,693) (57,628) taxation attributable to equity shareholders Dividends in respect of equity (3,559) - (3,559) shares Transfer from reserves (494) (60,693) (61,187) Return per ordinary share - basic 1.29p (25.58p) (24.29p) - assuming conversion of loan stock 1.41p (24.51p) (23.10p) The Revenue column of this statement is the profit and loss account of the company. All revenue and capital items in this statement derive from continuing operations. No operations were acquired or discontinued in the year. The Throgmorton Trust PLC Preliminary statement for the year ended 30 November 2003 Revenue Account for the year ended 30 November £000s 2003 £000s 2002 (unaudited) (audited) £000s £000s Income from fixed asset investments 6,318 5,741 Franked income 580 1,056 Unfranked income 6,898 6,797 Other income 367 281 Interest receivable 118 99 Fees and commissions 485 380 Gross Income 7,383 7,177 Expenses and interest 1,138 1,181 Management fee 372 291 Administration expenses 2,550 2,582 Interest payable 4,060 4,054 Net revenue from ordinary 3,323 3,123 activities before taxation Tax on net revenue from ordinary - 58 activities Net revenue from ordinary 3,323 3,065 activities after taxation Dividends 1,186 1,186 Ordinary shares: 2,308 2,373 Interim Final 3,494 3,559 Transfer from reserves (171) (494) Earnings per share - basic 1.40p 1.29p - diluted - 1.41p The revenue account is a fuller version of the profit and loss account of the Company. All revenue is derived from continuing operations. No operations were acquired or discontinued during the year. The Throgmorton Trust PLC Preliminary statement for the year ended 30 November 2003 Balance Sheet as at 30 November £000s 2003 £000s 2002 (unaudited) (audited) £000s £000s Fixed asset investments 279,647 220,396 Listed 44 41 - United Kingdom 2,889 3,186 - Overseas Subsidiary undertakings 282,580 223,623 Current assets 2,564 1,357 Debtors - 8,572 Cash at bank 2,564 9,929 Creditors: 1,773 - Amounts falling due within one year 1,248 1,512 Trade creditors 885 714 Amounts owed to subsidiary 1,373 - undertakings 2,308 2,373 Sundry creditors Bank overdraft Proposed dividend on ordinary shares 7,587 4,599 Net current (liabilities)/assets (5,023) 5,330 Total assets less current 277,557 228,953 liabilities (34,119) (45,126) Creditors: Amounts falling due after one year Debentures, convertible debt and loans Net assets 243,438 183,827 Capital and reserves 3,590 11,600 3,327 11,863 Called up share capital 26,399 35,272 (43,514) 35,272 Share premium account 163,128 193,117 173,259 133,072 Capital reserves 3,449 3,620 Capital redemption reserve Revaluation reserve Realised capital profits Revenue reserve Total equity shareholders' funds 243,438 183,827 Net asset value per share 104.93p 77.48p Net asset value adjusted for 'fair 99.39p 71.67p value' of debt The Throgmorton Trust PLC Preliminary statement for the year ended 30 November 2003 Reconciliation of Movements in Shareholders' Funds for the year ended 30 November 2003 2002 (unaudited) (audited) £000s £000s Net surplus revenue for distribution 3,323 3,065 Dividends (3,494) (3,559) Net transferred from reserves (171) (494) Non distributable capital gain/(deficit) 64,151 (60,693) Repurchase of ordinary shares (4,369) (369) Release of provision for previous subsidiary - 177 undertaking Net increase/(reduction) to shareholders' funds 59,611 (61,379) Opening shareholders' funds 183,827 245,206 Closing shareholders' funds 243,438 183,827 The Throgmorton Trust PLC Preliminary statement for the year ended 30 November 2003 Cash Flow Statement for the year ended 30 November 2003 2002 (unaudited) (audited) £000s £000s Operating activities 6,506 6,722 Cash received from investments 367 281 Interest received 89 89 Underwriting commission (1,089) (1,312) Management fee (101) (98) Cash paid to and on behalf of the directors (226) (222) Other cash payments Net cash inflow from operating activities 5,546 5,460 Servicing of finance (2,550) (2,582) Interest paid - revenue Capital expenditure and financial investment (82,460) (77,614) Purchase of investments 91,841 77,690 Sale of investments (1,089) (1,312) Capital management fee (2,425) (2,424) Interest charged to capital 105 (72) Net payments from/(to) subsidiaries Net cash inflow/(outflow) from investing 5,972 (3,732) activities Dividends (3,559) (3,559) Dividends paid - equity shares Net cash inflow/(outflow) before financing 5,409 (4,413) Financing (4,347) (369) Repurchase of ordinary shares Repayment of convertible loan stock (11,007) - Net cash outflow from financing (15,354) (369) Decrease in cash (9,945) (4,782) Notes: The financial information set out in the announcement does not constitute the Company's statutory accounts for the years ended 30 November 2003 or 2002. The financial information for the year ended 30 November 2002 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237(2) or (3) Companies Act 1985. The statutory accounts for the year ended 30 November 2003 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting. The financial information has been prepared on the basis of the accounting policies set out in the Company's financial statements for the year ended 30 November 2002, apart from that the statement of total recognised gains and losses is shown as the primary statement rather than the revenue account. The board has recommended the payment of a final dividend of 1.0p per share in respect of the year ended 30 November 2003. Subject to approval by shareholders at the Company's annual general meeting, the dividend will be paid on 31 March 2004 to shareholders on the register of the Company on 5 March 2004.
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