Final Results
Fidelity Japanese Values PLC
Annual Results Announcement for the year ended 31 December 2014
Chairman's Statement
I have pleasure in presenting the Annual Report of Fidelity Japanese Values PLC
for the year ended 31 December 2014.
PERFORMANCE REVIEW
Although the Japanese equity market suffered a setback immediately after the
increase in the consumption tax in the spring and again in the autumn when the
second quarter GNP figures were released, over the balance of the year the
broad TOPIX index rose by 8.1%, whilst the Russell Nomura Mid/Small Cap Index
was up by 12.8%, both in local currency terms. However, the depreciation of the
yen over the same period, when it fell by 6.9% against sterling, meant that the
broader market was up by only 0.7% and the Company's Reference Index by 5.1% in
sterling terms.
Thus, it is disappointing to have to report that the Company's NAV rose by only
3.1% over the year, with the negative impact of the currency and stock
selection more than offsetting the positive effects of gearing. This
performance did compare favourably with that of our peer group, however, which
on average managed an improvement in NAV of only 0.5%.
Despite this performance against our peers, the discount to NAV widened from
8.9% to 11.6% over the course of the year, leading to your Company's share
price remaining flat. I am pleased to be able to report that it has picked up
significantly since then.
RESULTS AND DIVIDENDS
The revenue column of the Income Statement shows a net loss on ordinary
activities after taxation of £509,000 (2013: £331,000). As the revenue reserve
was in deficit at 31 December 2014, the Directors do not recommend the
payment of a dividend.
GEARING
The Company is permitted to gear through the use of long Contracts for
Difference ("CFDs"). During the course of the year, the Portfolio Manager and
Board became more optimistic on the outlook for the Japanese market, and as a
result, total portfolio exposure by the end of the year was £113.5m, equating
to gearing of 22.2% compared with 16.8% at the end of 2013. This is within the
limits set by the Board.
The Board continues to believe that utilising long CFDs remains the most
flexible way to gear the Company, costing just £77,000. This is less than
traditional debt finance, as the interest rate paid has been a low 0.4% per
annum.
THE BOARD
As I noted in last year's Annual Report, the Board recognises that refreshing
its membership from time to time can be beneficial. As a result, I am pleased
to be able to announce that two new Directors were appointed to the Board on 17
November 2014, namely Mami Mizutori and Dominic Ziegler. Full biographical
details on Ms Mizutori and Mr Ziegler can be found in the Annual Report. The
elections of Ms Mizutori and Mr Ziegler will be proposed at the Annual General
Meeting ("AGM"). The Board supports their election and recommends that
shareholders vote in favour of the resolutions to elect them both to the Board.
As part of the planned refreshment, Simon Fraser will retire from the Board at
the AGM and not seek re-election. I should like to take this opportunity, on
behalf of the Board, to thank Mr Fraser for his invaluable contribution to your
Company, both as its original portfolio manager and as a Director on the Board
over the last fifteen years.
The objective of the Board refreshment process is to bring new talent to the
Board but not at the cost of losing institutional and market knowledge, and
fund management expertise. However, the Board has concluded that over time, the
Board should revert to a membership of five.
MANAGEMENT FEE ARRANGEMENTS
As noted in last year's Annual Report, the management fee was reduced on 1
January 2014 to 0.85% of gross assets. As a result, the Company's ongoing
charges declined from 1.80% in 2013 to 1.62% in 2014. This places the Company
below the average of the peer group, but the Board will continue to monitor
costs very closely and will keep the Management Fee under review.
ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE
The Board worked with its advisors in order to achieve compliance with the
European Alternative Investment Fund Managers Directive ("AIFMD"), which came
into effect on 22 July 2014. As a result the Board has appointed FIL Investment
Services (UK) Limited (a Fidelity group company) to act as the Company's
Alternative Investment Fund Manager ("the Manager"). FIL Investment Services
(UK) Limited has delegated the portfolio management to FIL Investments
International who previously acted as the Company's Manager. FIL Investments
International continues to act as Company Secretary.
An additional requirement of the AIFMD was to appoint a depositary on behalf of
the Company to oversee the custody and cash arrangements of the Company. The
Company has appointed J.P.Morgan Europe Limited to act as the Company's
Depositary. J.P.Morgan Europe Limited is part of the same group of companies as
JP Morgan Chase Bank which continues to act as the Company's banker and
custodian.
The full AIFMD disclosure is shown in the Annual Report.
SUBSCRIPTION SHARES
At the General Meeting on 26 August 2014, shareholders voted to approve the
Bonus Issue of one subscription share for every five ordinary shares held by
qualifying shareholders. Each subscription share gives the holder the right,
but not the obligation, to subscribe for one ordinary share at the end of each
month from the end of September 2014 until the end of April 2016 inclusive. The
exercise price, which was based on the Company's NAV at 5.00pm on 26 August
2014, plus a 2% premium to the NAV, was set at 86.50p.
Up until the end of the year, a total of 47,541 subscription shares were
exercised, at which point the total number of subscription shares in issue was
22,743,320. Since the end of the year, a further 1,000 subscription shares have
been exercised. Further details of the subscription shares may be found in the
Director's Report of the Annual Report.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held at 11.30am on 4 June 2015 at the
offices of Fidelity at 25 Cannon Street, London EC2M 5TA (St Paul's or Mansion
House tube station) and all investors are encouraged to attend. The Board looks
forward to the opportunity to speak to shareholders of the Company.
The Portfolio Manager will attend and will give a presentation on the past year
and the prospects for the coming year.
OUTLOOK
Prime Minister Shinzo Abe's decision to postpone a second increase in the
consumption tax is a positive both for economic growth and the market.
Employment conditions are becoming increasingly tight, nominal wages are rising
steadily and spending by the older members of society, who hold the bulk of the
country's financial assets, is robust. In addition, the Bank of Japan's recent
move to expand its quantitative easing programme has reaffirmed its commitment
to achieving sustainable inflation. Meanwhile, corporate tax reform and
asset reallocation at the Government Pension Investment Fund (Japan) should
turn out to be major supports for the market. The apparent lack of momentum
behind the structural reforms pledged in the third of the three arrows of
Abenomics poses a risk, and sentiment has flagged to some degree over the last
year as a result of the slow progress. However, structural reforms are
beginning to be implemented at the micro level. For example, Japan's new
stewardship and corporate governance codes, in addition to the introduction of
the JPX–Nikkei 400 Index, are focusing the minds of Japanese corporates. Many
companies are actively taking steps to raise corporate value by boosting
shareholder payouts and improving their return on equity, which can only add to
the attraction of the Japanese market.
Although the Japanese economy entered a technical recession following the
consumption tax increase, corporate earnings have continued to grow. The
earnings revision index in Japan has been in positive territory since late-May
of last year, whereas the relevant indices for most other regions remain
negative. Company guidance continues to look on the conservative side and the
yen has weakened significantly more than many companies assumed in their
projections. Combined with the recent oil price decline, moderately stronger
external demand and the prospect of corporate tax cuts from April 2015, we are
likely to see upward earnings revisions in coming months.
From a valuation perspective, Japanese stocks are still historically cheap. The
market trades on a prospective price–to–earnings discount to other developed
markets and even has a higher prospective dividend yield than the US market. It
is indeed rare for Japan to offer such a discount and this appears to present a
good opportunity for investors to capture positive returns in the Japanese
market.
Considering the coordinated pro-growth policies and the fundamental changes in
corporate behaviour that are occurring, and the fact that Japan is among the
few major markets to offer a valuation discount, the mid-term outlook for
Japanese equities is attractive.
David Robins
Chairman
30 March 2015
Portfolio Manager's Review
FIL INVESTMENTS SERVICES (UK) LIMITED
The Company is managed by FIL Investment Services (UK) Limited (which is
authorised and regulated by the Financial Conduct Authority). It is part of the
FIL Limited group which, as at 31 December 2014, had total assets under
management exceeding £175.9 billion. FIL Investment Services (UK) Limited has
delegated the portfolio management of the Company to FIL Investments
International.
SHINJI HIGAKI
Shinji Higaki (Portfolio Manager from September 2007) also manages retail
Japanese smaller companies funds and Japanese domestic institutional mandates.
He joined Fidelity in 1999 as an equity research analyst. He has an MBA from
the London Business School and a Bachelor of Arts from Keio University.
MARKET REVIEW
Positive returns in the Japanese equity market were generated largely during
the last two months of the year. There were two events behind the year-end
rally. First, the Bank of Japan's ("BoJ") move to expand its quantitative and
qualitative easing ("QQE") programme in November reaffirmed its commitment to
achieving sustainable inflation. This triggered a reversal in the yen/dollar
rate, driving the yen to a six-year low of ¥121.85 against the US dollar in
December. Second, the leading Liberal Democratic Party's victory in a snap
general election for Japan's lower house of parliament in December worked as a
vote of confidence for Prime Minister Shinzo Abe's decision to postpone a
second sales tax hike. This also reset the clock on the four-year electoral
cycle, giving him more time to implement his economic revitalisation plans.
Throughout the year, the inverse correlation between the yen and the Japanese
equity market remained strong. During the year-end rally, a weaker yen,
combined with lower crude oil prices, created tailwinds for transportation,
chemicals and technology hardware, whereas resource-related stocks such as
steel, oil and coal producers performed poorly. Small-cap stocks fared better
than their large-cap counterparts over the year, supported by robust growth
prospects and low valuations.
PERFORMANCE REVIEW
The Company's NAV increased from 79.02p to 81.48p during the year under review,
but it underperformed the Reference Index.
As demonstrated by the Attribution Analysis below, the market's movement added
10.13p to the NAV per share, stock selection detracted 1.71p and gearing added
1.37p. Although the devaluation of the yen has improved the competitiveness of
the Japanese economy and helped drive the re-rating of Japanese equities, its
effect when re-valuing yen-based assets into sterling had the effect of
detracting 7.25p from the NAV per share.
Year ended 31 December 2014
Attribution Analysis (pence)
NAV at 31 December 2013 79.02
Impact of the Reference Index (in yen terms) +10.13
Impact of Reference Index income (in yen
terms) +1.56
Impact of stock selection (relative to the
Index) -1.71
Impact of gearing (in yen terms) +1.37
Impact of exchange rate -7.25
Impact of charges -1.27
Impact of cash -0.14
Impact of subscription share issue costs -0.17
Gearing Expenses -0.06
NAV at 31 December 2014 81.48
Over the year, stock selection in the technology sector supported returns, with
niche global manufacturers adding value. A combination of a weaker yen and
robust global demand contributed to margin expansion. Major contributors
included Japan Aviation Electronics, Hamamatsu Photonics and Rohm. In the
wholesale sector, used car auctioneer Gulliver International, which struggled
in 2013, recovered lost ground.
Conversely, holdings in the retail trade sector performed poorly, as an
impending consumption tax hike led to increased uncertainty. An overweight
position in Seria accounted for a large part of the underperformance. Holdings
in the information & communication sector also struggled; the position in
WirelessGate was one of the largest detractors.
Elsewhere, stock selection in the service sector was mixed. Internet-related
stocks were generally weak, relinquishing a portion of last year's solid gains.
Strong contributions from M3, Tosho, Resorttrust and N. Field were more than
offset by losses from key holdings in Livesense, Round One, Sanix and
Kakaku.com.
Principal Contributors
M3 operates medical portal sites dedicated to health care professionals in
Japan, USA, South Korea and Europe. Strong earnings growth is driven by
overseas expansion, particularly in China. It also provides large-scale
clinical trial services for pharmaceutical companies, which are expected to
give additional impetus to M3's mid to long term growth. M3 has consistently
added value over time since the position was initiated in 2007.
Japan Aviation Electronics is another good performer in the portfolio. It is a
niche manufacturer of connectors used for smartphones and automobiles. It is
benefiting from secular growth in electronic parts used for automobiles and has
successfully maintained a large market share in connectors used for mobile
devices. Strong sales growth and a weaker yen fuelled expectations for margin
expansion throughout the year.
Tosho operates sports club facilities and hotels primarily in the Aichi
prefecture. Strong earnings momentum is driven by new openings of sports clubs
and hotels. Business expansion outside Aichi is expected to be the key earnings
driver over the medium term.
Hamamatsu Photonics is the world's leading supplier of ultrasensitive light
sensors that have potential uses in a wide range of fields, including medical,
dental and chemical analysis, scientific research and transportation. It has a
competitive niche in the global diagnostic imaging equipment market, with
exposure to the high-end and high-margin PET/CT, PET/MRI, and digital X-ray
systems.
Rohm is another beneficiary of a weaker yen and increasing demand for power
semiconductors for automotive use. Its products include driver integrated
circuits ("IC") for light-emitting diode (LED) headlights, semiconductors for
infotainment systems, and driver ICs and silicon carbide inverters to produce
high efficiency motors with built-in inverters.
Principal detractors
Livesense operates job placement and rental apartment search websites. It was
the single largest detractor from returns. Although the company was
well-positioned to benefit from increasing job offers, its profit was under
pressure from a decline in successful job placements and rising advertisement
costs. As no near term improvement in the company's cost structure was seen,
the position was sold in December 2014.
NuflareTechnology is a manufacturer of semiconductor production equipment with
a dominant global market share in mask writers. Its share price fell on
earnings disappointments and as a result of earnings downgrades, its valuations
looked stretched. The position was sold in August 2014.
Seria operates a nationwide chain of 100-yen shops in Japan, an equivalent of a
pound store in the UK. Despite weak consumption after the sales tax hike,
Seria's same store sales have continued to grow on a year-over-year basis.
However, concerns about rising costs of imported goods due to the yen's
weakness weighed on its share price. The overweight position in the company is
maintained, as Seria's inventory management and demand forecast capabilities
make it a long term winner in the retail sector.
Aeon Mall is another retailer that fared poorly amid weak consumption after the
sales tax hike. It operates a chain of large-scale shopping malls in Japan.
Rents received by Aeon Mall are highly sensitive to changes in sales at tenant
stores, and rental income after the tax hike in April has been weak. The
company also scaled back its domestic mall rollout plan in view of the current
shortage of construction workers. Although the impact of weaker sales growth
was within expectations, the change to its mall opening plans has negative
implications for its mid term growth scenario. The position was sold in
November 2014.
WirelessGate provides Wi-Fi services in public spaces in Japan. It was one of
the major contributors to returns in the first half of 2014, but its share
price dropped sharply in response to an unexpected senior management change.
The former CEO was appointed only six months ago in order to drive the new
Wi-Fi environment enabler service. However, the founder of the company took
over the position to accelerate an expansion of the existing MVNO (Mobile
Virtual Network Operations) business. Although its profit margins are currently
under pressure given the start-up costs of a new high-speed connection service,
its long term growth scenario remains intact. Therefore, it remains in the
portfolio.
PORTFOLIO REVIEW
Stock selection is based on a thorough analysis of company fundamentals with
particular emphasis placed on first-hand information from companies, which is
cross-checked with supply-chain and macroeconomic data. The portfolio aims to
capitalise on the growth potential of smaller companies. Being relatively young
and dynamic, these companies are often able to create their own niche market
and may therefore be capable of expanding their business regardless of the
external economic environment. Management's track record in raising shareholder
returns is also a key consideration.
Over the year under review, the Company maintained a diversified portfolio with
balanced exposure to companies benefiting from global growth, those creating
their own niche or driving change in their own industry, and those leveraging a
shift in consumer behaviour in the domestic market.
Positions in niche technology exporters were taken. These stocks benefited from
a weaker yen and global market expansion and included Sysmex (blood testing
equipment), Nakanishi (dental drilling equipment), Seiko Epson (inkjet
printers) and Dai-ichi Seiko (automotive parts).
Despite the near term headwinds, the Portfolio Manager feels that the long term
growth potential of companies benefiting from a broad shift towards
internet-based commercial and consumer services remains intact. This is
reflected in the large overweight positions in the services and information &
communication sectors.
The holding in Sanix was sold. This was the single largest stock position
during the first half of the year under review. It is a solar power integrator
that installs small-scale solar panels for commercial and residential use. It
was considered to be a beneficiary of increasing solar power system
installations supported by the government's Feed In Tariff ("FIT") programme
for purchasing clean energy. However, it was unclear just how sustainable the
FIT programme would be vis-Ã -vis rapidly falling oil prices. As a result, power
companies suspended new applications for solar power installation, thereby
forcing Sanix to downgrade its earnings projections.
The Portfolio Manager's stance on stock valuation is to buy into weakness and
sell into strength - a strategy that can result in some trading activity given
the volatility of the stocks held in the portfolio. The portfolio turnover
during 2014 was 56.7%, which is lower than the previous year's 86.3%.
OUTLOOK
Since the end of October, authorities in Japan have delivered three policy
initiatives: a boost to QQE by the BoJ; asset reallocation by the Government
Pension Investment Fund ("GPIF"); and the deferral of the second sales tax
hike. These recent developments notwithstanding, slow progress in areas such as
labour market reforms and Trans-Pacific Partnership negotiations have fuelled
scepticism about Prime Minister Abe's third arrow. However, we are seeing
positive developments on the ground in terms of micro-level reforms. The new
JPX Nikkei 400 Index has spurred companies to boost shareholder returns and to
improve capital efficiency. By investing in assets that track the index, the
BoJ and the GPIF are also supporting steps to improve returns on equity. The
Stewardship Code is forcing institutional shareholders in Japan to actively
engage with investee companies and hold boards accountable, and all listed
companies will have to comply with a new corporate governance code, which is
due to be introduced this year.
Despite lingering concerns about macroeconomic headlines, Japanese companies'
earnings results highlighted solid fundamentals in the corporate sector.
TSE1-listed companies (excluding financials) posted a 5% increase in sales and
11% growth in recurring profits for the six months to October 2014. In addition
to the benefits of a weaker yen, restructuring and cost saving measures
contributed to the improvement in earnings. Moreover, lower oil prices and a
weak yen create further upside in corporate earnings, while consensus earnings
estimates remain somewhat conservative.
More than ever, there is a broad-based commitment to reforms and, with returns
going up, we can also expect valuations to rise. It is also important to note
that Japanese corporate fundamentals are relatively insulated from the recent
turmoil in the eurozone. Your Portfolio Manager believes that Japan could offer
attractive investment opportunities in companies with long term growth
potential. In addition, he also believes that there are abundant stock-picking
opportunities given the diverse earnings growth drivers, ranging from a
cyclical upturn in demand to a shift from stakeholder-oriented to
shareholder-centric management.
Shinji Higaki
Portfolio Manager
30 March 2015
Strategic Report
PRINCIPAL RISKS AND UNCERTAINTIES
The Board confirms that there is an ongoing process for identifying, evaluating
and managing the principal risks faced by the Company. The process is regularly
reviewed by the Board in accordance with the Financial Reporting Council's
("FRC's") "Internal Control: Revised Guidance for Directors".
The Board is responsible for the Company's systems of risk management and of
internal controls and for reviewing its effectiveness. An internal controls
report providing an assessment of risks, together with controls to mitigate
these risks, is prepared by the Manager and considered by the Audit Committee
regularly.
The Board also determines the nature and extent of any risks it is willing to
take in order to achieve its strategic objectives.
The Board considers the following as the principal risks and uncertainties
faced by the Company:
Market Risk
The Company's assets largely consist of listed securities and the principal
risks are therefore market related such as market downturn, interest rate
movements and exchange rate movements. The Portfolio Manager's success in
protecting and increasing the Company's assets against this background is core
to the Company's performance.
Risks to which the Company is exposed and which form part of the market risks
category are included in Note 17 to the Financial Statements together with
summaries of the policies for managing these risks. These comprise: market
price risk (comprising interest rate risk, foreign currency risk and other
price risk), liquidity risk, counterparty risk, credit risk and derivative
instruments risk.
Performance Risk
The achievement of the Company's performance objective requires the assumption
of risk. Strategy, asset allocation and stock selection might lead to
underperformance of the Reference Index and target.
The Company has a clearly defined strategy and investment remit which is
detailed in the management agreement between the Company and the Manager.
Borrowing/derivative limits are set by the Board.
The Board relies on the Portfolio Manager's skills and judgement to make
investment decisions based on research and analysis of individual stocks and
sectors. The portfolio is managed by a highly experienced Portfolio Manager,
supported and overseen by the Manager's investment team.
The Board reviews the performance of the asset value of the portfolio against
the Company's Reference Index and competitors and the outlook for the market
with the Manager at each Board meeting. The emphasis is on long term investment
performance and the Board accepts that by targeting long term results the
Company risks volatility of performance in the shorter term.
Discount Control Risk
The Board is not able to control the prices at which the Company's ordinary
shares trade; they may not reflect the value of the underlying investments.
However, it can have a modest influence in the market by maintaining the
profile of the Company through an active marketing campaign and, under certain
circumstances, through repurchasing shares. No Shares were repurchased during
the year. The Company's share price, NAV and discount volatility are monitored
daily by the Manager and considered by the Board regularly.
Currency Risk
The Company's total return and Balance Sheet are affected by foreign exchange
movements because the Company has assets and income which are denominated in
yen whilst the Company's base currency is sterling. While it is the Company's
policy not to hedge currency, the fact that gearing by way of long CFDs is
in yen means that part of the investment portfolio funded by gearing is
naturally hedged against changes in the yen:sterling exchange rate.
Gearing Risk
The Company has the option to make use of loan facilities or to use Contracts
For Difference ("CFDs") to invest in equities. The principal risk is that
gearing magnifies investment returns. Therefore, if the Company is geared in
strongly performing stocks the Company will benefit from gearing. If the
Company is geared in poorly performing stocks, the impact would be detrimental.
Other risks are that the cost of gearing may be too high or that the term of
the gearing is inappropriate in relation to market conditions. The Company
currently has no bank loans and geared exposure is being achieved solely
through the use of long CFDs. This has reduced the cost of gearing and provides
greater flexibility. The Board regularly considers gearing and gearing risk and
sets limits accordingly.
Tax and Regulatory Risks
A breach of Section 1158 of the Corporation Tax Act 2010 could lead to a loss
of investment trust status, resulting in the Company being subject to tax on
capital gains. A breach of other legal and regulatory rules may lead to
suspension from listing on the Stock Exchange or a qualified audit report. The
Board receives regular reports from the Manager confirming regulatory
compliance during the year.
The regulation which demanded the most attention from the Board in this
reporting year was the Alternative Investment Fund Managers Directive. Details
can be found in the Chairman's Statement of the Annual Report .
An additional requirement of the AIFMD was to appoint a depositary on behalf of
the Company to oversee the custody and cash arrangements of the Company. JP
Morgan Chase Bank acts as the Company's current banker and custodian and will
continue to do so. The Company has extended this arrangement and appointed J.P.
Morgan Europe Limited, part of the same group of companies as JP Morgan Chase
Bank, to act as the Company's Depositary.
Operational Risks
The Company has no employees and relies on a number of third party service
providers, principally the Manager, Registrar, Custodian and Depositary. The
Company is dependent on the Manager's control systems and those of its
Registrar, Custodian and Depositary, both of which are monitored and managed by
the Manager on behalf of the Board.
The security of the Company's assets, dealing procedures, accounting records
and the maintenance of regulatory and legal requirements, among other things,
rely on the effective operation of such systems.
The Manager, Registrar, Custodian and Depositary are subject to a risk-based
programme of reviews by the Manager's internal audit department. In addition,
service providers' own internal controls reports are received and reviewed by
the Board and any concerns investigated.
While it is believed that the likelihood of poor governance, compliance and
operational administration by third party service providers is low, the
financial consequences could be serious, including the associated reputational
damage to the Company.
Financial Instrument Risks
The financial instrument risks faced by the Company are shown in Note 17 to the
Financial Statements of the Annual Report. The additional risk to the Company
of using long CFDs rather than traditional forms of borrowing is that the
Company does not own the Japanese equities to which the long CFDs give exposure
and is at risk if the counterparty defaults, for example for insolvency
reasons. The balance on all outstanding long CFDs is calculated on a daily
basis with collateral then adjusted so that collateral equal to the outstanding
balance has been recognised, although no collateral adjustment is made where
the outstanding balance is less than US$1 million. This results in a potential
exposure, which could be increased due to settlement practices and timing
differences, to a maximum of US$1 million plus three days' unrealised trading
profits or losses.
Other Risks
A continuation vote takes place every three years, with the next such vote due
to take place in 2016. There is a risk that shareholders may not vote in favour
of continuation during periods when performance is poor.
Directors' Report
RELATED PARTY TRANSACTIONS
All of the Directors are non-executive. No Director is under a contract of
service with the Company and no contracts existed during or at the end of the
financial period in which any Director was materially interested and which was
significant in relation to the Company's business, except in relation to Simon
Fraser's interest in the Management Agreement. There have been no other related
party transactions requiring disclosure under Financial Reporting Standard
("FRS") 8.
GOING CONCERN
The Company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report. The financial position of the Company, its cash flows, liquidity
position and gearing are described in the Financial Statements and Notes
thereto in the Annual Report.
The Company's objectives, policies and processes for managing its capital,
financial risk management objectives, details of financial instruments and its
exposures to credit and liquidity risk are also set out in the Strategic Report
and in the Notes to the Financial Statements in the Annual Report.
The Company's assets consist mainly of securities which are readily realisable
and, where outsourcing arrangements are in place including registrar, custodian
and depositary services, alternative service providers are readily available.
As a consequence, the Directors believe that the Company is well placed to
manage its business risks.
The Board receives regular reports from the Manager and the Directors have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. In the light of the above,
the Directors continue to adopt the going concern basis of accounting in
preparing the annual financial statements.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations. Company law
requires the Directors to prepare financial statements for each financial
period. Under that law they have elected to prepare the Financial Statements in
accordance with UK Generally Accepted Accounting Practice.
The Financial Statements are required by law to give a true and fair view of
the state of affairs of the Company and of the profit or loss for the 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;
• prepare the Financial Statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
• confirm that the Financial Statements are fair, balanced and
understandable.
The Directors are responsible for ensuring that adequate accounting records are
kept which disclose with reasonable accuracy at any time the financial position
of the Company and to enable them to ensure that its Financial Statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations the Directors are also responsible for
preparing a Strategic Report, a Directors' Report, a Corporate Governance
Statement and a Directors' Remuneration Report that comply with that law and
those regulations.
The Directors have delegated responsibility for the maintenance and integrity
of the corporate and financial information included on the Company's pages of
the Manager's website www.fidelity.co.uk/its. Visitors to the website need to
be aware that legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in their
own jurisdictions.
We confirm that to the best of our knowledge the Financial Statements, prepared
in accordance with United Kingdom Generally Accepted Accounting Principles,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company; and the Strategic Report and Directors' Report
include 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 it faces. We confirm that we consider that the Annual Report
and Financial Statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to
assess the Company's performance, business model and strategy.
Approved by the Board on 30 March 2015 and signed on its behalf.
David Robins
Chairman
Income Statement for the year ended 31 December 2014
2014 2013
revenue capital total revenue capital total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Gains on
investments
designated at
fair value
through profit
or loss 8 - 1,053 1,053 - 13,932 13,932
Gains on
derivative
instruments
held at fair
value through
profit or loss 9 - 2,848 2,848 - 9,665 9,665
Income 2 1,366 - 1,366 1,440 - 1,440
Investment
management fee 3 (954) - (954) (1,076) - (1,076)
Other expenses 4 (711) - (711) (479) - (479)
Exchange losses
on other net
assets (26) (589) (615) (59) (654) (713)
---------- ---------- ---------- ---------- ---------- ----------
Net (loss)/
return before
finance costs
and taxation (325) 3,312 2,987 (174) 22,943 22,769
Finance costs 5 (77) - (77) (73) - (73)
---------- ---------- ---------- ---------- ---------- ----------
Net (loss)/
return on
ordinary
activities
before taxation (402) 3,312 2,910 (247) 22,943 22,696
Taxation on
(loss)/return
on ordinary
activities 6 (107) - (107) (84) - (84)
---------- ---------- ---------- ---------- ---------- ----------
Net (loss)/
return on
ordinary
activities
after taxation
for the year (509) 3,312 2,803 (331) 22,943 22,612
========== ========== ========== ========== ========== ==========
(Loss)/return
per ordinary
share -
undiluted
and diluted 7 (0.45p) 2.91p 2.46p (0.30p) 20.64p 20.34p
========== ========== ========== ========== ========== ==========
A Statement of Total Recognised Gains and Losses has not been prepared as there
are no gains and losses other than those reported in this Income Statement.
The total column of the Income Statement is the profit and loss account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations.
No operations were acquired or discontinued in the year.
The Notes form an integral part of these Financial Statements.
Reconciliation of Movements in Shareholders' Funds
forthe year ended 31 December 2014
share capital
share premium redemption other capital revenue total
capital account reserve reserve reserve reserve equity
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000
Opening
shareholders'
funds as at
1 January
2013 25,068 703 2,596 57,627 (14,489) (13,471) 58,034
Issue of
ordinary
shares on
exercise of
rights
attached to
subscription
shares 12 4,308 5,147 - - - - 9,455
Exercise of
rights
attached to
subscription
shares and
conversion
into ordinary
shares 12 (862) 862 - - - - -
Repurchase of
ordinary
shares 12 (25) - 25 (59) - - (59)
Net return/
(loss) on
ordinary
activities
after
taxation for
the year - - - - 22,943 (331) 22,612
---------- ---------- ---------- ---------- ---------- ---------- ----------
Closing
shareholders'
funds as at
31 December
2013 28,489 6,712 2,621 57,568 8,454 (13,802) 90,042
Issue of
ordinary
shares on
exercise of
rights
attached to subscription
shares 12 12 29 - - - - 41
Net return/
(loss) on
ordinary
activities
after
taxation for
the year - - - - 3,312 (509) 2,803
---------- ---------- ---------- ---------- ---------- ---------- ----------
Closing
shareholders'
funds as at
31 December
2014 28,501 6,741 2,621 57,568 11,766 (14,311) 92,886
========== ========== ========== ========== ========== ========== ==========
The Notes form an integral part of these Financial Statements.
Balance Sheet as at 31 December 2014
Company number 2885584
2014 2013
Notes £'000 £'000
Fixed assets
Investments designated at fair value through
profit or loss 8 82,486 84,031
---------- ----------
Current assets
Derivative assets held at fair value through
profit or loss 9 7,296 6,263
Debtors 10 930 309
Cash at bank 3,176 662
---------- ----------
11,402 7,234
---------- ----------
Creditors
Derivative liabilities held at fair value
through profit or loss 9 (139) (421)
Creditors 11 (863) (802)
---------- ----------
(1,002) (1,223)
---------- ----------
Net current assets 10,400 6,011
---------- ----------
Total net assets 92,886 90,042
========== ==========
Capital and reserves
Share capital 12 28,501 28,489
Share premium account 13 6,741 6,712
Capital redemption reserve 13 2,621 2,621
Other reserve 13 57,568 57,568
Capital reserve 13 11,766 8,454
Revenue reserve 13 (14,311) (13,802)
---------- ----------
Total equity shareholders' funds 92,886 90,042
========== ==========
Net asset value per ordinary share 14 81.48p 79.02p
========== ==========
The Financial Statements of the Annual Report were approved by the Board of
Directors on 30 March 2015 and were signed on its behalf by:
David Robins Chairman
The Notes form an integral part of these Financial Statements.
Cash Flow Statement for the year ended 31 December 2014
2014 2013
Notes £'000 £'000
Operating activities
Investment income received 943 979
CFD dividends received 221 278
Investment management fee paid (969) (992)
Directors' fees paid (116) (82)
Other cash payments (878) (272)
---------- ----------
Net cash outflow from operating activities 15 (799) (89)
---------- ----------
Finance costs
Interest paid on long CFDs (70) (73)
---------- ----------
Net cash outflow from finance costs (70) (73)
---------- ----------
Financial investments
Purchase of investments (64,074) (98,848)
Disposal of investments 66,473 84,792
---------- ----------
Net cash inflow/(outflow) from financial
investments 2,399 (14,056)
---------- ----------
Derivative activities
Proceeds of long CFD positions closed 1,533 5,463
---------- ----------
Net cash inflow from derivative instruments 1,533 5,463
---------- ----------
Net cash inflow/(outflow) before financing 3,063 (8,755)
---------- ----------
Financing
Exercise of rights attached to subscription
shares 40 9,456
Repurchase of ordinary shares - (59)
---------- ----------
Net cash inflow from financing 40 9,397
---------- ----------
Increase in cash 16 3,103 642
========== ==========
The Notes form an integral part of these Financial Statements.
Notes to the Financial Statements
1 ACCOUNTING POLICIES
The Company has prepared its Financial Statements in accordance with United
Kingdom Generally Accepted Accounting Practice ("UK GAAP") and with the
Statement of Recommended Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts ("SORP") issued by the Association of
Investment Companies ("AIC"), in January 2009.
a) Basis of accounting - The Financial Statements have been prepared on a going
concern basis and under the historical cost convention, except for the
measurement at fair value of fixed asset investments and derivative assets and
liabilities, and on the assumption that approval as an investment trust will
continue to be granted by HM Revenue and Customs.
b) Income - Income from equity investments is credited to the Income Statement
on the date on which the right to receive the payment is established. Overseas
dividend income includes withholding tax deducted at source. Interest
receivable on short term deposits is dealt with on an accruals basis. Where the
Company has elected to receive its dividends in the form of additional shares
rather than in cash, the amount of the cash dividend foregone is recognised in
the revenue column of the Income Statement. Any excess in the value of the
shares received over the amount of the cash dividend foregone is recognised in
the capital column of the Income Statement. Derivative income from dividends on
long Contracts For Difference ("CFDs") is credited to the revenue column of the
Income Statement on the date on which the right to receive the payment is
established.
c) Special dividends - Special dividends are treated as a capital receipt or a
revenue receipt depending on the facts and circumstances of each particular
case.
d) Expenses - All expenses are accounted for on an accruals basis and are
charged in full to the revenue column of the Income Statement.
e) Taxation - Deferred taxation is recognised in respect of all timing
differences that have originated, but not reversed, at the balance sheet date,
where transactions or events that result in an obligation to pay more, or a
right to pay less tax in the future have occurred. A deferred taxation asset is
recognised when it is more likely than not that the asset will be recoverable.
f) Foreign currency - The Directors, having regard to the currency of the
Company's share capital and the predominant currency in which its investors
operate, have determined the functional currency to be UK sterling.
Transactions denominated in foreign currencies are translated into UK sterling
at the rate of exchange ruling as at the date of transactions. Assets and
liabilities in foreign currencies are translated at the rates of exchange
ruling at the Balance Sheet date. All capital gains and losses, including
exchange movements on the translation of foreign currency assets and
liabilities, are dealt with in the capital column of the Income Statement.
g) Valuation of investments - This portfolio of financial assets is managed and
its performance evaluated on a fair value basis, in accordance with a
documented investment strategy, and information about the portfolio is provided
on that basis to the Company's Board of Directors. Accordingly, investments are
designated by the Company as "at fair value through profit or loss", which is
initially taken to be their cost and is subsequently measured as follows:
• Investments listed overseas are valued at bid prices, or last market
prices, depending on the convention of the exchange on which they are listed,
otherwise at fair value based on published price quotations.
In accordance with the AIC SORP, the Company includes transaction costs,
incidental to the purchase or sale of investments, within gains and losses on
investments and has disclosed them in Note 8 of the Annual Report.
h) Derivative instruments - Some of the Company's exposure to Japanese equities
is through the use of long CFDs. The gearing level is monitored and reviewed by
the Board on an ongoing basis. CFDs are measured at fair value which is the
difference between the settlement price of the contract and the fair value of
the underlying shares in the contract, which is calculated in accordance with
policy 1(g). Gains and losses in the fair value of the CFDs are included in the
'Gains on derivative instruments held at fair value through profit or loss' in
the capital column of the Income Statement. Interest paid on the long CFDs is
included in 'Finance costs' in the revenue column of the Income Statement.
i) Capital reserve - The following are accounted for in capital reserve:
• Gains and losses on the disposal of investments and derivative instruments;
• Changes in the fair value of the investments and derivative instruments
held at the year end;
• Foreign exchange gains and losses of a capital nature;
• Dividends receivable which are capital in nature; and
• Costs of repurchasing ordinary shares.
As a result of technical guidance by the Institute of Chartered Accountants in
England and Wales in TECH 02/10: Distributable Profits, changes in the fair
value of investments which are readily convertible to cash, without accepting
adverse terms at the Balance Sheet date, can be treated as realised. Capital
reserves realised and unrealised are shown in aggregate as "Capital reserve" in
the Reconciliation of Movements in Shareholders' funds and the Balance Sheet.
At the Balance Sheet date all investments held by the Company were listed on a
recognised stock exchange, except the CFD positions, but all were considered to
be readily convertible to cash.
2014 2013
£'000 £'000
2 INCOME
Income from investments designated at fair value
through profit or loss
Overseas dividends 1,071 1,138
Income from derivative instruments held at fair
value through profit or loss
Dividends on long CFDs 295 302
---------- ----------
Total income 1,366 1,440
========== ==========
2014 2013
£'000 £'000
3 INVESTMENT MANAGEMENT FEE
Investment management fee 954 1,076
========== ==========
FIL Investment Services (UK) Limited (a Fidelity group company) is the
Company's Alternative Investment Fund Manager and has delegated the portfolio
management to FIL Investments International, who previously acted as the
Company's Manager. With effect from 1 January 2014 the investment management
fee was reduced from 1.00% to 0.85% per annum, based on assets under
management. Further details of the services provided and fees paid are given in
the Directors' Report of the Annual Report.
2014 2013
£'000 £'000
4 OTHER EXPENSES
AIC fees 6 6
Custody fees 11 13
Depositary fees 4 -
Directors' expenses 38 40
Directors' fees1 118 113
Legal and professional fees2 103 45
Marketing expenses 84 100
Printing and publication expenses 48 54
Registrars' fees 26 31
Subscription share issue costs 193 -
Fees payable to the Company's Independent Auditor
for the audit of the annual financial statements 23 23
Other expenses 57 54
---------- ----------
711 479
========== ==========
1 Details of the breakdown of Directors' fees
are provided in the Directors' Remuneration
Report of the Annual Reprot
2 The significant increase in costs is as a
result of professional fees incurred in relation
to the implementation of AIFMD. These fees
represent a one-off cost
2014 2013
£'000 £'000
5 FINANCE COSTS
Interest paid on long CFDs 77 73
========== ==========
2014 2013
revenue capital total revenue capital total
£'000 £'000 £'000 £'000 £'000 £'000
TAXATION ON
RETURN ON
ORDINARY
6 ACTIVITIES
a) Analysis of
taxation charge
for the year
Overseas
taxation
suffered (Note
6b) 107 - 107 84 - 84
======= ======= ===== ======== ======== ======
b) Factors affecting the taxation charge for the year
The taxation assessed for the year is lower than the standard rate of UK
corporation tax for an investment trust company of 21.49% (2013: 23.25%).
The differences are explained below.
2014 2013
revenue capital total revenue capital total
£'000 £'000 £'000 £'000 £'000 £'000
Net (loss)/
return on
ordinary
activities
before taxation (402) 3,312 2,910 (247) 22,943 22,696
========== ========== ========== ========== ========== ==========
Net (loss)/
return on
ordinary
activities
before taxation
multiplied by
the standard
rate of UK
corporation tax
of 21.49%
(2013: 23.25%) (86) 712 626 (57) 5,334 5,277
Effects of:
Gains on
investments not
taxable1 - (712) (712) - (5,334) (5,334)
Income not
included for
taxation
purposes (230) - (230) (265) - (265)
Increase in
excess expenses
for the year 316 - 316 322 - 322
Overseas
taxation 107 - 107 84 - 84
---------- ---------- ---------- ---------- ---------- ----------
Current
taxation charge
for the year
(Note 6a) 107 - 107 84 - 84
========== ========== ========== ========== ========== ==========
1 Investment
trust companies
are exempt from
UK taxation on
capital gains
if they meet
the HM Revenue
& Customs
criteria set
out in Section
1159 of the
Corporation Tax
Act 2010
c) The Company has unrelieved excess tax losses of £18,578,000 (2013: £
17,108,000). It is unlikely that the Company will generate sufficient taxable
profits in the future to utilise these amounts and therefore no deferred tax
asset has been recognised.
2014 2013
revenue capital total revenue capital total
(LOSS)/RETURN PER
ORDINARY SHARE
- UNDILUTED AND
7 DILUTED
Net (loss)/return
per ordinary
share - pence (0.45) 2.91 2.46 (0.30p) 20.64p 20.34p
======= ======= ===== ======= ======= =======
Net (loss)/return
on ordinary
activities after
taxation for the
year - £'000 (509) 3,312 2,803 (331) 22,943 22,612
======= ======= ===== ======= ======= =======
The (loss)/return per ordinary share is based on 113,966,379 ordinary shares
(2013: 111,140,691) being the weighted average number of ordinary shares in
issue. There are no diluted (losses)/returns for the year because the average
ordinary share price was below the exercise price of the subscription shares in
issue. There were no diluted (losses)/returns in 2013 because the average
ordinary share price, in the period prior to the final exercise date, was below
the exercise price of the subscription shares in issue.
2014 2013
£'000 £'000
8 INVESTMENTS
Investments designated at fair value through profit
or loss
Listed overseas investments 82,486 84,031
========= =========
= =
Opening fair value of investments
Opening book cost 80,293 56,032
Opening investment holding gains 3,738 (945)
---------- ----------
84,031 55,087
Movements in the year
Purchases at cost 64,119 97,539
Sales - proceeds (66,717) (82,527)
Sales - (losses)/gains in the year (1,731) 9,249
Movement in investment holding gains in the year 2,784 4,683
---------- ----------
Closing fair value of investments 82,486 84,031
========== ==========
Closing book cost 75,964 80,293
Closing investment holding gains 6,522 3,738
---------- ----------
Closing fair value of investments 82,486 84,031
========== ==========
Gains on investments designated at fair value
through profit or loss - for the year
(Losses)/gains on sales of investments (1,731) 9,249
Investment holding gains 2,784 4,683
---------- ----------
1,053 13,932
========== ==========
Gains on investments in the year are shown net of
investment transaction costs incurred
Purchases 61 101
Sales 52 79
---------- ----------
113 180
========== ==========
The portfolio turnover rate for the year was 56.7% (2013: 86.3%).
2014 2013
portfolio portfolio
fair value exposure fair value exposure
£'000 £'000 £'000 £'000
9 DERIVATIVE INSTRUMENTS
Derivative instruments
held at fair value
through profit or loss
Long CFDs - assets 7,296 28,109 6,263 18,150
Long CFDs - liabilities (139) 2,954 (421) 2,968
---------- ---------- ---------- ----------
7,157 31,063 5,842 21,118
========== ========== ========== ==========
2014 2013
£'000 £'000
Gains on derivative instruments held at fair
value through profit or loss - for the year
Gains on long CFD positions closed 1,533 5,463
Movement in investment holding gains on long CFDs 1,315 4,202
---------- ----------
2,848 9,665
========== ==========
2014 2013
£'000 £'000
10 DEBTORS
Securities sold for future settlement 375 131
Amount receivable on ordinary shares issued 1 -
Accrued income 187 118
Other debtors 367 60
---------- ----------
930 309
========== ==========
2014 2013
£'000 £'000
11 CREDITORS
Securities purchased for future settlement 404 359
Other creditors 459 443
---------- ----------
863 802
========== ==========
2014 2013
shares £'000 shares £'000
12 SHARE CAPITAL
Issued, allotted
and fully paid:
Ordinary shares of
25 pence each
Beginning of the
year 113,954,834 28,489 96,822,685 24,206
Issue of ordinary
shares on the
conversion of
rights attached
to subscription
shares 47,541 12 17,232,149 4,308
Repurchase of
ordinary shares - - (100,000) (25)
---------- ---------- ---------- ----------
End of the year 114,002,375 28,501 113,954,834 28,489
========== ========== ========== ==========
2014 bonus issue of
subscription shares
of 0.001 pence each
Beginning of the
year - - - -
Bonus issue of
subscription shares 22,790,861 - - -
Exercise of rights
attached to
subscription shares
and conversion into
ordinary shares (47,541) - - -
---------- ---------- ---------- ----------
End of the year 22,743,320 - - -
========== ========== ========== ==========
2009 bonus issue of
subscription shares
of 5 pence each
Beginning of the
year - - 17,232,149 862
Exercise of rights
attached to
subscription shares
and conversion into
ordinary shares - - (17,232,149) (862)
---------- ---------- ---------- ----------
End of the year - - - -
========== ========== ========== ==========
Total share capital 28,501 28,489
========== ==========
The 2014 bonus issue of subscription shares to ordinary shareholders took place
on 27 August 2014 and was on the basis of one subscription share for every five
ordinary shares held. Each subscription share gave the holder the right, but
not the obligation, to subscribe for one ordinary share upon payment of the
subscription price of 86.50 pence, on the last business day of each month,
commencing in September 2014.
The final date to exercise these rights will be 29 April 2016. After 29 April
2016, the Company will appoint a trustee who will exercise any rights remaining
that have not been exercised by shareholders, providing that by doing so a
profit can be realised. To realise a profit the sale proceeds from selling the
resulting ordinary shares in the market would need to be in excess of the 86.50
pence per share cost of exercising the rights, plus any related expenses and
fees. The resulting profit will be paid to the holders of those outstanding
subscription shares.
The 2009 bonus issue of subscription shares to ordinary shareholders took place
on 11 November 2011 and was on the basis of one subscription share for every
five ordinary shares held. Each subscription share gave the holder the right,
but not the obligation, to subscribe for one ordinary share upon payment of the
subscription price of 55.00 pence, on the last business day of each month,
commencing in February 2010.
The final date to exercise those rights was 28 February 2013. After 28 February
2013, the Company appointed a trustee who exercised all the remaining rights
attached to the subscription shares, that had not been exercised by
shareholders. The resulting ordinary shares were sold in the market and the
profit realised, being the sale proceeds less the 55.00 pence per share cost of
exercising the rights and any related expenses and fees, was paid to the
holders of those outstanding subscription shares.
13 RESERVES
The "share premium account" represents the amount by which the proceeds from
the issue of ordinary shares on the exercise of rights attached to subscription
shares, exceeds the nominal value of those ordinary shares. It cannot be used
to fund share repurchases and it is not distributable by way of dividend.
The "capital redemption reserve" maintains the equity share capital of the
Company and represents the nominal value of shares repurchased and cancelled.
It cannot be used to fund share repurchases and it is not distributable by way
of dividend.
The "other reserve" was created in 1999 when the share premium account at that
time was cancelled. It can be used to fund share repurchases. It is not
distributable by way of dividend.
The "capital reserve" reflects realised gains or losses on investments and
derivatives sold, unrealised increases and decreases in the fair value of
investments and derivatives held and other income and costs recognised in the
capital column of the Income Statement. It can be used to fund share
repurchases and it is distributable by way of dividend. The Board has stated
that it has no current intention to pay dividends out of capital.
The "revenue reserve" represents the retained revenue losses recognised in the
revenue column of the Income Statement. It could be distributed by way of
dividend if it were not in deficit.
14 NET ASSET VALUE PER SHARE
The net asset value per ordinary share is based on net assets of £92,886,000
(2013: £90,042,000) and on 114,002,375 (2013: 113,954,834) ordinary shares,
being the number of ordinary shares in issue at the year end.
There is no dilution of the net asset value per ordinary share because the net
asset value per ordinary share is below the 86.50 pence per share exercise
price of the subscription shares in issue. There was no dilution of the net
asset value per ordinary share at 31 December 2013 because there were no
subscription shares in issue at that date.
2014 2013
£'000 £'000
15 RECONCILIATION OF NET
(LOSS)/RETURN BEFORE FINANCE
COSTS AND
TAXATION TO NET CASH INFLOW
FROM OPERATING ACTIVITIES
Net return before
finance costs and
taxation 2,987 22,769
Capital return for the
year (3,312) (22,943)
---------- ----------
Net revenue loss
before finance costs
and taxation (325) (174)
(Increase)/decrease in
other debtors (376) 57
Increase in other
creditors 9 112
Overseas taxation
suffered (107) (84)
---------- ----------
Net cash outflow from
operating activities (799) (89)
========== ==========
2014 2013
£'000 £'000
RECONCILIATION OF NET CASH MOVEMENTS TO MOVEMENT
16 IN NET FUNDS
Net funds at the beginning of the year 662 674
---------- ----------
Net cash inflow 3,103 642
Exchange movements (589) (654)
---------- ----------
Change in net funds 2,514 (12)
---------- ----------
Net funds at the end of the year 3,176 662
========== ==========
cash exchange
2014 flows movements 2013
£'000 £'000 £'000 £'000
Analysis of net
funds
Cash at bank 3,176 3,103 (589) 662
========= ========= =========
= = ========== =
17 FINANCIAL INSTRUMENTS
MANAGEMENT OF RISK
The general risk analysis undertaken by the Board and its overall policy
approach to risk management are set out in the Strategic Report of the Annual
Report. This Note is incorporated in accordance with Financial Reporting
Standard 29: Financial Instruments: Disclosures ("FRS 29") and refers to the
identification, measurement and management of risks potentially affecting the
value of financial instruments.
The Company's financial instruments comprise:
• Equity shares held in accordance with the Company's investment objective
and policies;
• Derivative instruments which comprise of long CFDs; and
• Cash, liquid resources and short term debtors and creditors that arise from
its operations.
The risks identified by FRS 29 arising from the Company's financial instruments
are market price risk (which comprises interest rate risk, foreign currency
risk and other price risk), liquidity risk, counterparty risk, credit risk and
derivative instruments risk. The Board reviews and agrees policies for managing
each of these risks, which are summarised below. These policies have remained
unchanged since the beginning of the accounting period.
Market price risk
Interest rate risk
The Company finances its operations through share capital and its retained
reserves. In addition, the Company has a geared exposure to Japanese equities
through the use of long CFDs which incur funding costs and provide collateral
in yen. It is, therefore, exposed to financial risk as a result of increases in
yen interest rates.
Interest rate risk profile
The values of the Company's financial instruments that are exposed to movements
in interest rates are shown below:
2014 2013
£'000 £'000
Exposure to financial instruments that bear
interest
Gearing effect of exposure to long CFDs 23,906 15,276
---------- ----------
Exposure to financial instruments that earn
interest
Cash at bank 3,176 662
---------- ----------
Net exposure to financial instruments that bear
interest 20,730 14,614
========== ==========
Foreign currency risk
The Company's total net assets and total return on ordinary activities can be
affected by foreign exchange movements because the Company has assets,
liabilities and income which are denominated in yen whereas the Company's base
currency is UK sterling.
Three principal areas have been identified where foreign currency risk could
impact the Company:
• Movements in exchange rates affecting the value of investments and long
CFDs;
• Movements in exchange rates affecting short term timing differences; and
• Movements in exchange rates affecting income received.
The Company does not hedge the UK sterling value of investments or other net
assets priced in yen or other currencies by the use of derivative instruments.
Derivative instruments have been used for gearing rather than hedging purposes.
The Company may also be subject to short term exposure from exchange rate
movements, for example between the date when an investment is bought or sold
and the date when settlement of the transaction occurs.
Currency exposure of financial assets
The Company's financial assets comprise equity investments, the exposure to the
investments underlying the long CFDs, short term debtors and cash. The currency
profile of these financial assets is shown below:
2014
investments portfolio
designated at fair exposure short
value through through term
profit or loss long CFDs debtors cash total
£'000 £'000 £'000 £'000 £'000
Financial
assets
held in
yen 82,486 31,063 844 3,169 117,562
======= ===== =======
========== ========== === ===== ===
2013
investments
designated at fair exposure short
value through profit through term
or loss long CFDs debtors cash total
£
£'000 £'000 £'000 '000 £'000
Financial
assets
held in
yen 84,031 21,118 249 588 105,986
====
========= ======= ==== ========
========== = === == ==
Currency exposure of financial liabilities
The Company finances its investment activities through its share capital and
retained reserves and it has a geared exposure to Japanese equities through the
use of long CFDs. The Company's financial liabilities comprise the exposure to
the investments underlying the long CFDs, less the fair value of those long
CFDs, and other short term creditors. The currency profile of these financial
liabilities is shown below:
2014
gearing effect of short term
exposure to long CFDs creditors total
£'000 £'000 £'000
Financial liabilities
held in yen 23,906 405 24,311
======
========== ========== ====
2013
gearing effect of short term
exposure to long CFDs creditors total
£'000 £'000 £'000
Financial liabilities
held in yen 15,276 335 15,611
=======
========== ========== ===
Other price risk
Other price risk arises mainly from uncertainty about future prices of
financial instruments used in the Company's business. It represents the
potential loss the Company may suffer through holding market positions in the
face of price movements. The Investment Manager is responsible for actively
monitoring the existing portfolio selected in accordance with the overall asset
allocation parameters described above and seeks to ensure that individual
stocks also meet an acceptable risk/reward profile. Other price risks arising
from long CFD positions, mainly to do with the underlying exposures, are
assessed by the Manager's specialist derivative instruments team.
Liquidity risk
The Company's assets mainly comprise readily realisable securities, which can
be sold easily to meet funding commitments if necessary. Short term flexibility
is achieved by the use of overdraft facilities as required.
Counterparty risk
All securities and derivative instruments are transacted with brokers and carry
the risk that the counterparty to a transaction may not meet its financial
obligations. In accordance with the risk management process which the Manager
employs, the Manager will seek to minimise such risk by only entering into
transactions with counterparties which it believes to have an adequate credit
rating at the time the transaction is entered into, by ensuring that formal
legal agreements covering the terms of the contract are entered into in advance
and through adopting a counterparty risk framework which measures, monitors and
manages counterparty risk through the use of internal and external credit
agency ratings and evaluates derivative instrument credit risk exposure.
For Over The Counter ("OTC") derivative transactions, in accordance with the
terms of International Swap Dealers Association ("ISDA") market standard
derivative contracts, collateral is used to reduce the risk of both parties to
the contract. Collateral is managed on a daily basis for all relevant
transactions. At 31 December 2014, £7,916,000 (2013: £5,615,000) was held in
government bonds in a segregated collateral account, on behalf of the Company,
to reduce the exposure to counterparty risk of the Company.
Credit risk
Investments may be adversely affected if any of the institutions with which
money is deposited suffers insolvency or other financial difficulties. All
transactions are carried out with a large number of brokers and are settled on
a delivery versus payment basis and limits are set by the Manager on the amount
that may be due from any one broker. All security transactions are through
brokers which have been approved as an acceptable counterparty. This is
reviewed on an ongoing basis. At the year end, the exposure to credit risk
includes cash at bank, outstanding securities transactions and the long CFDs at
fair value.
Derivative instruments risk
The risks and risk management processes which result from the use of derivative
instruments are included within the other risk categories disclosed above.
Derivative instruments are used by the Portfolio Manager to gain unfunded long
exposure to equity markets, sectors or single stocks. "Unfunded" exposure is
exposure gained without an initial outflow of capital. The risk and performance
contribution of these instruments to the Company's portfolio is overseen by a
specialist derivative instruments team which draws on over forty years of
specialist experience in derivative risk management. This team uses portfolio
risk assessment tools to advise the Investment Manager on portfolio
construction.
RISK SENSITIVITY ANALYSIS
Interest rate risk sensitivity analysis
If interest rates had increased by 0.25%, total net assets and the total return
on ordinary activities would have decreased by £52,000 (2013: £37,000). A
decrease in interest rates by 0.25% would have had an equal but opposite
effect. This is based on the Company having held its 31 December 2014 exposure
to long CFDs and cash at bank throughout the year, with all other variables
held constant.
Foreign currency risk sensitivity analysis
If UK sterling had strengthened by 10% against the yen, with all other
variables held constant, at 31 December 2014, total net assets and the total
return on ordinary activities would have decreased by £8,477,000 (2013: £
8,214,000). A 10% weakening of UK sterling against the yen would have increased
total net assets and the total return on ordinary activities by £10,361,000
(2013: £10,039,000).
Other price risk sensitivity analysis
Changes in market prices other than those arising from interest rate risk or
foreign currency risk may also affect the value of the Company's net assets and
its total return on ordinary activities. Details of how the Board sets risk
parameters and performance objectives can be found in the Strategic Report of
the Annual Report.
Investments exposure sensitivity analysis
An increase of 10% in the fair value of the investments at 31 December 2014
would have increased total net assets and total return on ordinary activities
by £8,249,000 (2013: £8,403,000). A decrease of 10% would have had an equal but
opposite effect.
Derivatives instruments exposure sensitivity analysis
The Company also invests in long CFDs to gain exposure to the equity markets.
An increase of 10% in the price of shares underlying the long CFDs at 31
December 2014 would have increased total net assets and total return on
ordinary activities by £3,106,000 (2013: £2,112,000). A decrease of 10% would
have had an equal but opposite effect.
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
As explained in Notes 1(g) and 1(h) of the Annual Report investments are stated
at fair value, which is bid or last market price, and long CFDs are stated at
fair value, which is the difference between the settlement price and the value
of the underlying shares in the contract. Other financial assets and
liabilities are stated in the Balance Sheet at values which are not materially
different to their fair values. In the case of cash at bank, book value
approximates to fair value due to the short maturity of the instruments.
FAIR VALUE HIERARCHY
FRS 29 requires financial companies to disclose the fair value hierarchy that
classifies financial instruments measured at fair value at one of three levels
according to the relative reliability of the inputs used to estimate the fair
values.
Classification Input
Level 1 Valued using quoted prices in
active markets for identical assets
Level 2 Valued by reference to valuation
techniques using observable inputs other than quoted prices included within
Level 1
Level 3 Valued by reference to valuation
techniques using inputs that are not based on observable market data
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant asset.
The techniques used by the Company to value its financial instruments are
explained in Accounting Policies Notes 1(g) and 1(h) of the Annual Report. All
the financial instruments held at fair value by the Company are considered to
fall within Level 1, with the exception of net derivative instrument assets of
£7,157,000 (2013: 5,842,000) which fall within Level 2.
18 CAPITAL MANAGEMENT
The Company does not have any externally imposed capital requirements. The
capital of the Company comprises gearing, which is managed via the use of long
CFDs, share capital and retained reserves, which are disclosed in the Balance
Sheet above. It is managed in accordance with its investment policy and in
pursuit of its investment objective, as disclosed in the Strategic Report of
the Annual Report. The principal risks and their management are disclosed in
the Strategic Report.
19 RELATED PARTY TRANSACTIONS
The Company has identified the Directors as its only related parties. The
Directors have complied with the provisions of Financial Reporting Standard 8
"Related Party Disclosures", which require disclosure of related party
transactions and balances. The Directors' remuneration and their interests in
the shares of the Company are disclosed in the Directors' Remuneration Report
of the Annual Report.
2013 FINANCIAL INFORMATION
The figures and financial information for 2013 are extracted from the published
Annual Report and Accounts for the year ended 31 December 2013 and do not
constitute the statutory accounts for that year. The Annual Report and Accounts
has been delivered to the Registrar of Companies and included the Report of the
Independent Auditors which was unqualified and did not contain a statement
under either section 498(2) or section 498(3) of the Companies Act 2006.
2014 FINANCIAL INFORMATION
The figures and financial information for 2014 are extracted from the published
Annual Report and Accounts for the year ended 31 December 2013 and do not
constitute the statutory accounts for that year. The Annual Report and Accounts
include the Report of the Independent Auditors which is unqualified and does
not contain a statement under either section 498(2) or section 498(3) of the
Companies Act 2006. The Annual Report and Accounts will be delivered to the
Registrar of Companies in due course.
A copy of the Annual Report will shortly be submitted to the National Storage
Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
The Annual Report and Financial Statements will be posted to shareholders on/
around 13 April 2015 and will be available on the Company's website at
www.fidelity.co.uk/its
For Enquiries, please contact:
Natalia de Sousa
FIL Investments International
Company Secretary
30 March 2015
+44 (0) 1737 837929