Final Results
Embargoed for 7am 24 November 2006
PRELIMINARY ANNOUNCEMENT OF UNAUDITED RESULTS OF THE MAJEDIE INVESTMENTS PLC GROUP
for the year ended 30 September 2006
Highlights for the Year
- Total shareholder return: 14.6%
- Net asset value total return: 15.0%
- Investment portfolio return (total assets): 12.9%
- Benchmark total return*: 13.0%
- Dividend increased by 5.0% - above inflation increase
for 17th consecutive year.
Performance for three years ended 30 September 2006
- Total shareholder return: 88.9%
- Net asset value total return: 67.6%
- Investment portfolio return (total assets): 63.6%
- Benchmark total return*: 59.4%
- Dividend increased by 12.4%
* The benchmark is 70% FTSE All-Share Index + 30% FTSE World ex UK Index and
is calculated by The WM Company.
Chairman's Statement
I am delighted to report that over the financial year the
consolidated net revenue return before tax amounted to £9.3m, increasing by
69% from last year's figure of £5.5m. Furthermore, total shareholder return
during the year was 14.6% exceeding the benchmark return of 13.0%.
A final dividend of 6.1 pence per share is proposed. This gives a
total for the year of 9.5 pence per share representing an increase of 5.0% on
last year. This is the seventeenth consecutive year in which the dividend has
increased by more than the rate of inflation.
The portfolio is diversified with investment holdings relating to
businesses in many different countries and industries. We continue to have a
leaning towards the global resources sectors since we believe the growing
economies of China and India will persist in driving significant demand for
industrial commodities.
Our original equity investment of £700,000 in Majedie Asset
Management four years ago has this year matured much more rapidly than
expected due to the rapid and profitable growth of the business. Our original
debt financing of £2.1m was repaid with dividends and interest and our equity
shareholding has reduced to 30% as a result. Despite this the Board has
revalued the investment at £13m compared with an £8m valuation of the equity
last year. A special dividend from the Company amounting to £1.5m is due to be
received and this is included within the £13m valuation.
In May we welcomed Gerry Aherne as a new Director. He brings to the
Board considerable experience of fund management and a track record of
establishing and growing successful businesses. In July Paul Marsh stood down
as a non-executive Director after nearly eight years. We thanked him heartily
for his sound advice and wise counsel and wished him the very best for the
future.
The progress made this year is the result of much hard work and
application on the part of the in-house team in recent years. I would like to
thank them and my other fellow Board members for the conscientious manner in
which all have worked to deliver such results.
The current outlook is for global economic growth to slow somewhat
over the coming year, interest rates are expected to be reduced - despite
many, including the Bank of England, being cautious about the possibility of
rising inflation. The world economy is becoming less dependent on the US as
its main engine. The economy of China combined with that of India is of an
increasingly significant size to affect positively the global business cycle.
Henry S Barlow Chairman
Chief Executive's Statement
During the year the Group's net assets increased by £20.4m and on a total
return basis delivered 15.0% beating the benchmark by 2.0%. This result was
materially assisted by our long term debentures and by a strong contribution
from Majedie Asset Management.
Profit
Group net revenue return before tax for the year was £9.3m, increasing by 69%
from last year's figure of £5.5m. The Company's net revenue return before tax
was £5.2m showing an increase of 53% over the previous year's figure of £3.4m.
For the first seven months of the financial year the full results of Majedie
Asset Management have been consolidated with the rest of the Majedie Group.
From 30 April 2006 our shareholding in the company reduced to 30% and
therefore for the rest of the year a single after tax figure is included in
the Consolidated Income Statement as 'share of net return of associate'. This
year the group income statement has been boosted by a proportion of Majedie
Asset Management's net profit before tax amounting to £3.7m and by £1.5m
relating to the first of four special dividends.
Costs
Compared with last year total group costs increased by 45% from £6.2m to £9.0m
largely due to the profit sharing arrangements within Majedie Asset
Management. Company costs of £2.5m increased by 32% over last year's £1.9m due
to a number of factors including: a significant reimbursement last year of a
prior year charge which reduced costs in 2005; Majedie Asset Management moved
into separate offices in 2005 reducing the benefits from shared office costs;
there were recruitment and other one-off staff related costs and advisers'
fees were incurred for a project which did not proceed.
3 year performance
During the last three years the investment portfolio beat the benchmark by
4.2%, NAV total return of 67.6% exceeded the benchmark return of 59.4% by
8.2%, the discount with debt at par narrowed from 19.7% to 11.9% and the total
shareholder return of 88.9% outperformed by 29.5%.
Majedie Asset Management
As already seen from its contribution to our results the Majedie Asset
Management business has continued to grow strongly and profitably during the
year. Assets under management have increased from £2.3bn to £3.7bn. The
business as a whole has generated a significantly greater profit before tax
during the year of £6.2m compared with £2.1m for last year. The investment has
been valued by the Board in the Company Balance Sheet at £11.5m plus a
special dividend receivable of £1.5m totalling £13m. This is not
reflected in the Consolidated Balance Sheet nor in the weekly announced net
asset value. It compares with £10.1m as at 30 September 2005 in respect
of a valuation of £8m for the equity shares and £2.1m relating to
preference shares which were repaid during the year. The directors' valuation
of the Company's equity investment in Majedie Asset Management has therefore
increased by £3.5m compared with last year.
International Financial Reporting Standards (IFRS)
The financial statements within this annual report are prepared according to
IFRS as required by the Companies Act and the Listing Rules as a result of EU
legislation. There are three main areas where the change to IFRS from the
previously followed UK GAAP affects the accounting treatment significantly:
- the valuation of listed securities using closing bid prices rather than
closing mid market prices - resulting in a one-off reduction in net asset
value of 1.5p per share as at 1 October 2005;
- the calculation and charging in the revenue account of the fair value of
share options and other share based payments to employees;
- the Company's dividend payments are now only recognised for accounting
purposes when they are either paid during the financial year or when they have
been approved by shareholders - resulting in a temporary increase in net asset
value of 5.8p per share as at 1 October 2005.
Business Development
We continue to seek other business development opportunities in areas of
specialisation which have strong prospects of generating superior investment
returns - particularly where such opportunities would be complementary to, and
would generate synergies with the existing business.
Robert Clarke Chief Executive
For further information please contact Robert Clarke, Chief Executive
on 020 7645 8711; e-mail: rec@majedie.co.uk
UNAUDITED CONSOLIDATED INCOME STATEMENT
for the year ended 30 September 2006
Year ended 30 September 2006 Year ended 30 September 2005
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Investments
Gains on investments at fair
value through profit or loss 22,738 22,738 40,423 40,423
Net investment result 22,738 22,738 40,423 40,423
Income
Dividends and interest 6,271 6,271 4,669 4,669
Client fee income in
subsidiary company 10,915 10,915 6,500 6,500
Other income 62 62 54 54
Total income 17,248 17,248 11,223 11,223
Expenses
Administration expenses (7,593) (1,423) (9,016) (5,019) (1,205) (6,224)
Return before finance costs,
share of net return of
associate and taxation 9,655 21,315 30,970 6,204 39,218 45,422
Share of net return of 340 340
associate
Finance costs (699) (2,098) (2,797) (700) (2,101) (2,801)
Net return before taxation 9,296 19,217 28,513 5,504 37,117 42,621
Taxation (1,331) (1,331) (43) (43)
Net return after taxation for
the period 7,965 19,217 27,182 5,461 37,117 42,578
Attributable to:
Equity holders of the parent 6,815 19,217 26,032 4,653 37,117 41,770
Minority interest 1,150 1,150 808 808
7,965 19,217 27,182 5,461 37,117 42,578
Return per ordinary pence pence pence pence pence pence
share:
Basic and diluted 13.1 36.9 50.0 8.9 71.3 80.2
The total column of this statement is the Consolidated Income Statement of the
Group prepared under International Financial Reporting Standards (IFRS). The
supplementary revenue and capital columns are prepared under guidance
published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the year.
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED COMPANY INCOME STATEMENT
for the year ended 30 September 2006
Year ended 30 September 2006 Year ended 30 September 2005
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Investments
Gains on investments at fair value through profit
or loss 23,706 23,706 40,521 40,521
Gain on revaluation of subsidiary 6,842 6,842
Gain on revaluation of associate 3,517 3,517
Net investment result 27,223 27,223 47,363 47,363
Income
Dividends and interest 6,881 6,881 4,664 4,664
Other income 71 71 85 85
Total income 6,952 6,952 4,749 4,749
Expenses
Administration expenses (1,061) (1,423) (2,484) (691) (1,205) (1,896)
Return before finance costs and taxation 5,891 25,800 31,691 4,058 46,158 50,216
Finance costs (699) (2,098) (2,797) (700) (2,101) (2,801)
Net return before taxation 5,192 23,702 28,894 3,358 44,057 47,415
Taxation (37) (37) (43) (43)
Net return after
taxation for the period 5,155 23,702 28,857 3,315 44,057 47,372
Return per ordinary share: pence pence pence pence pence pence
Basic and diluted 9.9 45.6 55.5 6.4 84.6 91.0
The total column of this statement is the Income Statement of the Company
prepared under International Financial Reporting Standards (IFRS). The
supplementary revenue and capital columns are prepared under guidance
published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the year.
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2006
Share Share Capital Share Capital Capital Retained Own Equity Minority Total
capital premium redemption options reserve reserve - earnings shares attributable interest
reserve reserve - unrealised reserve to the
realised equity
holders of
the parent
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Year ended 30
September 2006
At 30 September 5,253 785 56 37 89,507 57,501 26,723 (1,422) 178,440 405 178,845
2005
Net return after
tax for the year 6,815 6,815 1,150 7,965
Investments at
fair value
through profit
or loss
- Increase in
unrealised
appreciation
before transfer
on disposal 18,353 18,353 18,353
- Transfer on
disposal of
investments 28,352 (28,352)
- Net gain on
realisation of
investments 5,353 5,353 5,353
Loss on deemed disposal (968) (968) (968)
Costs charged to capial (3,521) (3,521) (3,521)
Total recognised
income and
expenditure 29,216 (9,999) 6,815 26,032 1,150 27,182
Share options 72 72 72
expense
Dividends
declared and
paid in year (4,815) (4,815) (4,815)
Own shares
purchased/sold
by Employee
Incentive Trust
(EIT) (24) (486) (510) (510)
Adjustment due
to 25% reduction
in the Company's
holding in
Majedie Asset
Management
Limited 804 804
Exclusion of
Company's
holding in
Majedie Asset
Management (2,359) (2,359)
Limited
At 30 September 5,253 785 56 85 118,723 47,502 28,723 (1,908) 199,219 0 199,219
2006
Year ended 30
September 2005
At 30 September 5,253 785 56 18 79,498 30,393 26,627 (1,148) 141,482 (436) 141,046
2004
Net return after
tax for the year 4,653 4,653 808 5,461
Investments at
fair value
through profit
or loss
-Increase in
unrealised
appreciation
before transfer
on disposal 37,107 37,107 37,107
-Transfer on
disposal of
investments 9,999 (9,999)
-Net gain on
realisation of
investments 3,414 3,414 3,414
Loss on deemed (98) (98) (98)
disposal
Costs charged to (3,306) (3,306) (3,306)
capital
Total recognised
income and
expenditure 10,009 27,108 4,653 41,770 808 42,578
Share options 19 19 19
expense
Dividends
declared and
paid in year (4,557) (4,557) (4,557)
Own shares
purchased by EIT (274) (274) (274)
Adjustment due
to 10% reduction
in the Company's
holding in
Majedie Asset
Management
Limited 33 33
At 30 September 5,253 785 56 37 89,507 57,501 26,723 (1,422) 178,440 405 178,845
2005
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2006
Share Share Capital Share Capital Capital Retained Own Total
capital premium redemption options reserve- reserve- earnings shares
reserve reserve realised unrealised reserve
£000 £000 £000 £000 £000 £000 £000 £000 £000
Year ended 30
September 2006
At 30 September 5,253 785 56 37 89,574 63,537 27,763 (1,422) 185,583
2005
Net return after
tax for the year 5,155 5,155
Investments at
fair value
through profit
or loss
- Increase in
unrealised
appreciation
before transfer
on disposal 18,353 18,353
- Transfer on
disposal of
investments 28,352 (28,352)
- Net gain on
realisation of
investments 5,353 5,353
Revaluation of
investment in
associated 3,517 3,517
undertaking
Costs charged to (3,521) (3,521)
capital
Total recognised
income and
expenditure 30,184 (6,482) 5,155 28,857
Share options 72 72
expense
Dividends
declared and
paid in year (4,815) (4,815)
Own shares
purchased/sold
by Employee
Incentive Trust
(EIT) (24) (486) (510)
At 30 September 5,253 785 56 85 119,758 57,055 28,103 (1,908) 209,187
2006
Year ended 30
September 2005
At 30 September 5,253 785 56 18 79,467 29,587 29,005 (1,148) 143,023
2004
Net return after
tax for the year 3,315 3,315
Investments at
fair value
through profit
or loss
- Increase in
unrealised
appreciation
before transfer
on disposal 37,107 37,107
- Transfer on
disposal of
investments 9,999 (9,999)
-Net gain on
realisation of
investments 3,414 3,414
Revaluation of
investment in
subsidiary 6,842 6,842
undertaking
Costs charged to (3,306) (3,306)
capital
Total recognised
income and
expenditure 10,107 33,950 3,315 47,372
Share options 19 19
expense
Dividends
declared and
paid in year (4,557) (4,557)
Own shares
purchased by EIT (274) (274)
At 30 September 5,253 785 56 37 89,574 63,537 27,763 (1,422) 185,583
2005
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED CONSOLIDATED BALANCE SHEET
at 30 September 2006
30 September 30 September
2006 2005
£000 £000
Non-current assets
Property and equipment 89 613
Investments at fair value through profit or loss 227,085 206,434
Intangible fixed assets 360
Investment in associate 1,547
228,721 207,407
Current assets:
Trade and other receivables 3,766 4,946
Cash and cash equivalents 4,546 4,421
8,312 9,367
Total assets 237,033 216,774
Current liabilities
Trade and other payables (4,100) (4,174)
Total assets less current liabilities 232,933 212,600
Non-current liabilities
Trade and other payables (55)
Debenture stock (33,714) (33,700)
(33,714) (33,755)
Total liabilities (37,814) (37,929)
Net assets 199,219 178,845
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 85 37
Capital reserve - realised 118,723 89,507
Capital reserve - unrealised 47,502 57,501
Retained earnings 28,723 26,723
Own shares reserve (1,908) (1,422)
Equity attributable to the equity holders of the parent 199,219 178,440
Minority interest 405
Total equity 199,219 178,845
Net asset value per share pence pence
Basic and fully diluted 384.0 343.0
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED COMPANY BALANCE SHEET
at 30 September 2006
30 September 30 September
2006 2005
£000 £000
Non-current assets:
Investments at fair value through profit or 227,085 206,434
loss
Investment in subsidiaries 194 10,294
Investments in associate 11,517
238,796 216,728
Current assets:
Trade and other receivables 3,597 2,201
Cash and cash equivalents 4,297 2,202
7,894 4,403
Total assets 246,690 221,131
Current liabilities
Trade and other payables (3,789) (1,848)
Total assets less current liabilities 242,901 219,283
Non-current liabilities
Debenture Stock (33,714) (33,700)
Total liabilities (37,503) (35,548)
Net assets 209,187 185,583
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 85 37
Capital reserve - realised 119,758 89,574
Capital reserve - unrealised 57,055 63,537
Retained earnings 28,103 27,763
Own shares reserve (1,908) (1,422)
Total equity 209,187 185,583
Net asset value per share pence pence
Basic and fully diluted 403.2 356.7
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 September 2006
30 September 30 September
2006 2005
£000 £000
Net cash flow operating activities
Consolidated net return before taxation 28,513 42,621
Adjustments for:
Gains on investments (22,738) (40,423)
Share of net return of associate (340)
Dividends reinvested (41)
Depreciation 123 171
Loss on sale of fixed assets 1 40
Share based remuneration 72 19
5,631 2,387
Finance costs 2,797 2,801
Operating cashflows before movements in working capital 8,428 5,188
Increase in trade and other payables 1,451 1,597
Increase in trade and other receivables (2,015) (2,095)
Net cash from operating activities before tax 7,864 4,690
Tax recovered 14 4
Tax on unfranked income (43) (57)
Net cash inflow from operating activities 7,835 4,637
Investing activities
Purchases of investments (133,592) (119,611)
Sales of investments 137,973 113,861
Purchases of tangible assets (42) (384)
Exclusion of cash on MAM ceasing to be a subsidiary at 30 April 2006 (3,869)
Net cash inflow/(outflow) from investing activities 470 (6,134)
Financing activities
Interest paid (2,783) (2,788)
Equity dividends paid (4,815) (4,557)
Purchases of own shares (582) (274)
Net cash outflow from financing activities (8,180) (7,619)
Increase/(decrease) in cash and cash equivalents for period 125 (9,116)
Cash and cash equivalents at start of period 4,421 13,537
Cash and cash equivalents at end of period 4,546 4,421
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
UNAUDITED COMPANY CASH FLOW STATEMENT
for the year ended 30 September 2006
30 September 30 September
2006 2005
£000 £000
Net cash flow operating activities
Consolidated net return before taxation 28,894 47,415
Adjustments for:
Gains on investments (23,706) (47,363)
Gain on revaluation of associate (3,517)
Dividends reinvested (41)
Share based remuneration 72 19
Recharge expenses 104
1,847 30
Finance costs 2,797 2,801
Operating cashflows before movements in working capital 4,644 2,831
Increase in trade and other payables 53 (72)
Increase in trade and other receivables (1,124) (116)
Net cash inflow from operating activities before tax 3,573 2,643
Tax recovered 14 4
Tax on unfranked income (43) (57)
Net cash inflow from operating activities 3,544 2,590
Investing activities
Purchases of investments (133,592) (119,611)
Sales of investments 137,973 113,861
Net cash inflow/(outflow) from investing activities 4,381 (5,750)
Financing activities
Repayment of preference shares and loan 2,350 -
Interest paid (2,783) (2,788)
Equity dividends paid (4,815) (4,557)
Purchases of own shares (582) (274)
Net cash outflow from financing activities (5,830) (7,619)
Increase/(decrease) in cash and cash equivalents for period 2,095 (10,779)
Cash and cash equivalents at start of period 2,202 12,981
Cash and cash equivalents at end of period 4,297 2,202
The comparative figures for the year ended 30 September 2005 have been
adjusted for the adoption of IFRS from the original figures presented within
the statutory accounts for the year ended 30 September 2005. Details of the
transition are included within the Transition Statements.
NOTES
1. Accounting Policies
The accounts above comprise the unaudited results of the Company, its
subsidiaries and associate for the year to 30 September 2006, and are
presented in pounds sterling, as this is the principal currency in which the
Group and Company transactions are undertaken.
While the financial information included in this preliminary announcement has
been computed in accordance with International Financial Reporting Standards
(IFRSs), this announcement does not itself contain sufficient information to
comply with IFRSs. The Company expects to publish full financial statements
that comply with IFRSs in December 2006.
Accounting policies under International Financial Reporting Standards
Basis of accounting
The accounts of the Group and Company have been prepared in accordance with
International Financial Reporting Standards (IFRS) which comprise standards
and interpretations approved by the International Accounting Standards Board,
and International Financial Reporting Committee, interpretations approved by
the International Accounting Standards Committee that remain in effect, and to
the extent they have been adopted by the European Union.
Where presentational guidance set out in the Statement of Recommended Practice
(SORP) for investment trusts issued by the Association of Investment Companies
in January 2003 (as revised in December 2005) is consistent with the
requirements of IFRS, the Directors have sought to prepare the financial
statements on a basis compliant with the recommendations of the SORP.
These are the Group's and Company's first audited results prepared in
accordance with IFRS and IFRS1: First Time Adoption, has been applied.
Previously accounts were prepared in accordance with UK Generally Accepted
Accounting Principles (UK GAAP), including the SORP: Financial statements of
investment trust companies. The effects of these changes are shown in the
transition statements below.
Except for the amendments required in connection with the adoption of IFRS as
listed above, the accounting policies have not varied from those described in
the Annual Report for the year to 30 September 2005.
2. Majedie Asset Management Limited ("MAM")
In the year to 30 September 2006 following the reaching of predetermined
growth targets for Majedie Asset Management Limited, the Group's holding in
that Company reduced from 55% to 30%. Majedie Asset Management Limited is
therefore now accounted for as an associate.
The Company owned 70% of the equity of Majedie Asset Management Limited from
incorporation in 2002 up until 31 March 2004. With effect from 1 April 2004,
31 July 2005, 31 December 2005 and 1 May 2006, the percentage owned reduced to
65%, 55%, 51% and finally 30% respectively, as a result of changes in
shareholding based on the achievement of pre-agreed targets for the business.
3. Share Based Payments
The Group has applied the requirements of IFRS 2 Share-based Payments. In
accordance with the transitional provisions IFRS 2 has been applied to all
grants of equity instruments after 7 November 2002 that were unvested as of 1
October 2004. The Group issues equity-settled share-based payments to certain
employees. Equity-settled share-based payments are measured at fair value at
the date of the grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the Group's estimate of shares that will
eventually vest. Fair value is measured by use of the Black-Scholes model. The
expected life used in the model has been adjusted, based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.
4. Calculation of Returns per Ordinary Share
Basic returns per ordinary share in each period are based on the return on
ordinary activities after taxation attributable to equity shareholders. Basic
returns per ordinary share are based on 52,016,698 shares, being the weighted
average number of shares in issue having adjusted for the shares held by the
Employee Incentive Trust (year ended 30 September 2005: 52,069,819 shares).
There is no dilution to the basic return per ordinary share since share
options, if exercised, would be satisfied by shares already held by the
Employee Incentive Trust.
5. Goodwill
Goodwill on consolidation arose from costs incurred in establishing the
specialised fund management business of Majedie Asset Management Limited.
Under IAS 38: 'Intangible Assets', goodwill is subject to an annual impairment
review. The current year review has identified no such impairment.
6. Investments
All investments held by the Company are designated as at fair value through
profit or loss. For listed investments actively traded in organised financial
markets, fair value is generally determined by reference to stock exchange
quoted bid market prices at the close of business on the balance sheet date.
Unlisted investments are stated at the Board's estimate of their fair value.
7. Net Asset Value per Ordinary Share
The net asset value per share has been calculated based on equity
shareholders' funds and on 51,884,274 ordinary shares (30 September 2005:
52,022,037) being the shares in issue at the period end having deducted the
number of shares held by the Employee Incentive Trust.
8. Dividends
In accordance with International Accounting Standard 10: 'Events After the
Balance Sheet Date', interim dividends are not accounted for until paid, and
final dividends are only recognised when approved in General Meeting. The
following table summarises the amounts recognised as distributions to equity
shareholders in the period:
Year ended 30 Year ended 30
September 2006 September 2005
£000 £000
2004 Final Dividend of 5.55p paid on 25 2,892
January 2005
2005 Interim dividend of 3.2p paid on 1 1,665
July 2005
2005 Final dividend of 5.85p paid on 25 3,045
January 2006*
2006 Interim dividend of 3.4p paid on 1,770
30 June 2006
4,815 4,557
*
The Employee Incentive Trust sold 30,326 shares during the period to 31
March 2006 prior to the record date for the final dividend for the year ended
30 September 2005 and therefore these shares became eligible to receive a
dividend. As a result the total amount paid by the Company was £2,000 higher
than the original proposed dividend of £3,043,000.
The Directors propose a final dividend for 2006 of 6.1p per share, to be paid
on 24 January 2007.
9. Financial information for the years ended 30 September 2006 and 2005
The preliminary unaudited figures for the year ended 30 September 2006 are an
extract from the Company's latest accounts, prepared for the first time in
accordance with International Financial Reporting Standards (IFRS). Where
presentational guidance set out in the Statement of Recommended Practice
(SORP) for Investment Trusts issued by the Association of Investment Companies
in January 2003 (as revised in December 2005), is consistent with the
requirements of IFRS, the Directors have sought to prepare the financial
statements on a basis compliant with the recommendations of the SORP.
Previously accounts were prepared in accordance with UK Generally Accepted
Accounting Practice (UK GAAP) including the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies. The effects of the
relevant changes are shown in the Transition Statements which follow below.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 30 September 2006 or 2005. The
financial information for the year ended 30 September 2005 is derived from the
statutory accounts for that year (prepared according to UK GAAP) which have
been delivered to the Registrar of Companies as revised for adjustments
required in respect of IFRS as shown in the transition statements. The
auditors have reported on those accounts; their report was unqualified and did
not contain statements under Section 237(2) or Section 237(3) of the Companies
Act 1985. The statutory accounts for the year ended 30 September 2006 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.
GROUP TRANSITION STATEMENTS
There follows below Transition Statements as required by International
Financial Reporting Standard 1: First Time Adoption of International Reporting
Standards. These include two reconciliations of consolidated equity as at the
following dates:
- 1 October 2004 - being the date of transition from UK GAAP to IFRS for
comparative figures;
- 30 September 2005 - being the end of the last full financial period
presented under UK GAAP.
The Transition Statements also include a reconciliation of consolidated
income:
- for the year ended 30 September 2005.
Finally the Transition Statements include an explanation of material
adjustments to the cash flow statement for the year ended 30 September 2005.
UNAUDITED RECONCILIATION OF CONSOLIDATED EQUITY
as at 1 October 2004 (date of transition)
Notes UK GAAP Effect of IFRS
at 1 October transition at 1 October
2004 to IFRS 2004
£000 £000 £000
Non-current assets
Property, plant and equipment 435 435
Goodwill 425 425
Investments at fair value through 1 167,386 (303) 167,083
profit or loss
168,246 (303) 167,943
Current assets
Trade and other receivables 5,159 5,159
Cash and cash equivalents 13,537 13,537
18,696 18,696
Total assets 186,942 (303) 186,639
Current liabilities
Trade and other payables 2 (14,798) 2,892 (11,906)
(14,798) 2,892 (11,906)
Total assets less current liabilities 172,144 2,589 174,733
Non-current liabilities
Debenture stock (33,687) (33,687)
Total liabilities (48,485) 2,892 (45,593)
Net assets 138,457 2,589 141,046
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 3 18 18
Capital reserve 1 110,194 (303) 109,891
Retained earnings 2,3 23,753 2,874 26,627
Own shares reserve (1,148) (1,148)
Equity attributable to the equity
holders of the parent 138,893 2,589 141,482
Minority interest (436) (436)
138,457 2,589 141,046
Net asset value per share pence pence pence
Basic and diluted 4 266.5 5.0 271.5
Notes to the Unaudited Reconciliation of Consolidated Equity at 1 October 2004
(date of transition):
1. Investments
Under UK GAAP the investments made by the Company in quoted stocks and shares
were previously valued in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies at their market
value. Convention suggested that where a bid and offer price existed the mid
market price was the most appropriate for investment trust companies. Under
IFRS, quoted investments are valued at bid price. The adjustment of £303,000
reflects the difference between the valuation of investments under UK GAAP and
the valuation under IFRS.
2. Proposed Dividends
Under UK GAAP, proposed dividends were previously treated as a current
liability in the accounts and deducted from net return after tax for the
period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividend is considered to be an indication of
intent by the Board of Directors, which becomes a contractual obligation in
the next accounting period when a shareholders' vote determines their
liability. Interim dividends however are not accounted for until paid.
The adjustment of £2,892,000 to 'Trade and other payables' and 'Retained
earnings' represents the removal of the proposed final dividend for the year
ended 30 September 2004, which was subsequently approved at the Annual General
Meeting on 19 January 2005.
3. Share Based Payments
In accordance with the transitional provisions IFRS2 'Share-based Payment' has
been applied to all grants of share options after 7 November 2002 that were
unvested as of 1 October 2004. The fair value of share options awarded under
the Company's Discretionary Share Option Scheme 2000 is spread over the
vesting period of the relevant options resulting in a charge against 'Retained
earnings' for the period of £18,000 and a credit to the 'Share options
reserve'. The fair value of the share options is now calculated using the
Black-Scholes model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
4. Net Asset Value per Ordinary Share
The net asset value per ordinary share has been calculated on equity
shareholders' funds and on 52,118,669 ordinary shares, being the shares in
issue at the period end having deducted the number of shares held by the
Employee Incentive Trust.
UNAUDITED RECONCILIATION OF CONSOLIDATED EQUITY
as at 30 September 2005 (end of the last period presented under UK GAAP)
Notes UK GAAP Effect of IFRS
at 30 transition at 30
September to IFRS September
2005 2005
£000 £000 £000
Non-current assets
Property, plant and equipment 613 613
Goodwill 360 360
Investments at fair value through profit 1 207,236 (802) 206,434
or loss
208,209 (802) 207,407
Current assets
Trade and other receivables 4,946 4,946
Cash and cash equivalents 4,421 4,421
9,367 9,367
Total assets 217,576 (802) 216,774
Current liabilities
Trade and other payables 2 (7,217) 3,043 (4,174)
(7,217) 3,043 (4,174)
Total assets less current liabilities 210,359 2,241 212,600
Non-current liabilities
Trade and other payables (55) (55)
Debenture stock (33,700) (33,700)
(33,755) (33,755)
Total liabilities (40,972) 3,043 (37,929)
Net assets 176,604 2,241 178,845
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 3 37 37
Capital reserve 1 147,810 (802) 147,008
Retained earnings 2,3 23,717 3,006 26,723
Own shares reserve (1,422) (1,422)
Equity attributable to the equity 176,199 2,241 178,440
holders of the parent
Minority interest 405 405
176,604 2,241 178,845
Net asset value per share pence pence pence
Basic and diluted 4 338.7 4.3 343.0
Notes to the unaudited Reconciliation of Consolidated Equity at 30 September
2005 (end of the last period presented under UK GAAP):
1. Investments
Under UK GAAP the investments made by the Company in quoted stocks and shares
were previously valued in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies at their market
value. Convention suggested that where a bid and offer price existed the mid
market price was the most appropriate for investment trust companies. Under
IFRS, quoted investments are valued at bid price. The adjustment of £802,000
reflects the difference between the valuation of investments under UK GAAP and
the valuation under IFRS.
2. Proposed Dividends
Under UK GAAP, proposed dividends were previously treated as a current
liability in the accounts and deducted from net return after tax for the
period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividend is considered to be an indication of
intent by the Board of Directors, which becomes a contractual obligation in
the next accounting period when a shareholders' vote determines their
liability. Interim dividends however are not accounted for until paid.
The adjustment of £3,043,000 to 'Trade and other payables' and 'Retained
earnings' represents the removal of the proposed final dividend for the year
ended 30 September 2005, which was subsequently approved at the Annual General
Meeting on 18 January 2006.
3. Share Based Payments
In accordance with the transitional provisions IFRS2 'Share-based Payment' has
been applied to all grants of share options after 7 November 2002 that were
unvested as of 1 October 2004. The fair value of share options awarded under
the Company's Discretionary Share Option Scheme 2000 is spread over the
vesting period of the relevant options resulting in a charge against 'Retained
earnings' for the period of £37,000 and a credit to the 'Share options
reserve'. The fair value of the share options is now calculated using the
Black-Scholes model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
4. Net Asset Value per Ordinary Share
The net asset value per ordinary share has been calculated on equity
shareholders' funds and on 52,022,037 ordinary shares, being the shares in
issue at the period end having deducted the number of shares held by the
Employee Incentive Trust.
UNAUDITED RECONCILIATION OF CONSOLIDATED INCOME
for the year ended 30 September 2005 (last period presented under UK GAAP)
Notes UK GAAP Effect of IFRS
year ended transition year ended
30 September to IFRS 30 September
2005 2005
£000 £000 £000
Investments
Gains on investments at fair value 1 40,922 (499) 40,423
through profit or loss
Net investment result 40,922 (499) 40,423
Income
Dividends and interest 4,669 4,669
Client fee income in subsidiary company 6,500 6,500
Other income 54 54
Total income 11,223 11,223
Expenses
Administration expenses 2 (6,205) (19) (6,224)
Return before finance costs and taxation 45,940 (518) 45,422
Finance costs (2,801) (2,801)
Net return before taxation 43,139 (518) 42,621
Taxation (43) (43)
Net return after taxation for the period 43,096 (518) 42,578
Attributable to:
Equity holders of the parent 42,288 (518) 41,770
Minority interest 808 808
43,096 (518) 42,578
Return per ordinary share pence pence pence
Basic and diluted 81.2 (1.0) 80.2
Notes to the unaudited Reconciliation of Consolidated Income for the year
ended 30 September 2005 (last period presented under UK GAAP):
1. Investments
Under UK GAAP the investments made by the Company in quoted stocks and shares
were previously valued in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies at their market
value. Convention suggested that where a bid and offer price existed the mid
market price was the most appropriate for investment trust companies. Under
IFRS, quoted investments are valued at fair value, which is effectively bid
price. The adjustment of £499,000 reflects the difference between the net
gains on investments as calculated under UK GAAP for the period and net gains
on investments at fair value as calculated under IFRS for the year.
2. Share Based Payments
In accordance with the transitional provisions IFRS2 'Share-based Payment' has
been applied to all grants of share options after 7 November 2002 that were
unvested as of 1 October 2004. The fair value of share options awarded under
the Company's Discretionary Share Option Scheme 2000 is spread over the
vesting period of the relevant options resulting in a charge against 'Retained
earnings' for the period of £19,000 and a credit to the 'Share options
reserve'. The fair value of the share options is now calculated using the
Black-Scholes model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
Explanation of material adjustments to the Cash Flow Statement
Year ended 30 September 2005
Tax credits recovered on unfranked investment income of £4,000 are classified
as operating cash flows under IFRS, but were included in a separate category
of 'Taxation' under UK GAAP. Equity dividends paid to shareholders are
classified under IFRS as 'Financing activities', but were included in a
separate category under UK GAAP. There are no other material differences
between the cash flow statement presented under IFRS and the cash flow
statement presented under UK GAAP.
COMPANY TRANSITION STATEMENTS
There follows below Transition Statements as required by International
Financial Reporting Standard 1: First Time Adoption of International Reporting
Standards. These include two reconciliations of equity as at the following
dates:
- 1 October 2004 - being the date of transition from UK GAAP to IFRS for
comparative figures;
- 30 September 2005 - being the end of the last full financial period
presented under UK GAAP.
The Transition Statements also include a reconciliation of income:
- for the year ended 30 September 2005.
UNAUDITED RECONCILIATION OF EQUITY
as at 1 October 2004 (date of transition)
Notes UK GAAP Effect of IFRS
at 1 October transition at 1 October
2004 to IFRS 2004
£000 £000 £000
Non-current assets
Investments at fair value through 1 167,386 (303) 167,083
profit or loss
Investments in subsidiary 3,452 3,452
170,838 (303) 170,535
Current assets
Trade and other receivables 4,395 4,395
Cash and cash equivalents 12,982 12,982
17,377 17,377
Total assets 188,215 (303) 187,912
Current liabilities
Trade and other payables 2 (14,094) 2,892 (11,202)
(14,094) 2,892 (11,202)
Total assets less current liabilities 174,121 2,589 176,710
Non-current liabilities
Debenture stock (33,687) (33,687)
Total liabilities (47,781) 2,892 (44,889)
Net assets 140,434 2,589 143,023
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 3 18 18
Capital reserve 1 109,357 (303) 109,054
Retained earnings 2,3 26,131 2,874 29,005
Own shares reserve (1,148) (1,148)
Total equity 140,434 2,589 143,023
Net asset value per share pence pence pence
Basic 4 269.5 4.9 274.4
Notes to the unaudited Reconciliation of Equity at 1 October 2004 (date of
transition):
1. Investments
Under UK GAAP the investments made by the Company in quoted stocks and shares
were previously valued in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies at their market
value. Convention suggested that where a bid and offer price existed the mid
market price was the most appropriate for investment trust companies. Under
IFRS, quoted investments are valued at bid price. The adjustment of £303,000
reflects the difference between the valuation of investments under UK GAAP and
the valuation under IFRS.
2. Proposed Dividends
Under UK GAAP, proposed dividends were previously treated as a current
liability in the accounts and deducted from net return after tax for the
period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividend is considered to be an indication of
intent by the Board of Directors, which becomes a contractual obligation in
the next accounting period when a shareholders' vote determines their
liability. Interim dividends however are not accounted for until paid.
The adjustment of £2,892,000 to 'Trade and other payables' and `Retained
earnings' represents the removal of the proposed final dividend for the year
ended 30 September 2004, which was subsequently approved at the Annual General
Meeting on 19 January 2005.
3. Share Based Payments
In accordance with the transitional provisions IFRS2 'Share-based Payment' has
been applied to all grants of share options after 7 November 2002 that were
unvested as of 1 October 2004. The fair value of share options awarded under
the Company's Discretionary Share Option Scheme 2000 is spread over the
vesting period of the relevant options resulting in a charge against 'Retained
earnings' for the period of £18,000 and a credit to the 'Share options
reserve'. The fair value of the share options is now calculated using the
Black-Scholes model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
4. Net Asset Value per Ordinary Share
The net asset value per ordinary share has been calculated on equity
shareholders' funds and on 52,118,669 ordinary shares, being the shares in
issue at the period end having deducted the number of shares held by the
Employee Incentive Trust.
UNAUDITED RECONCILIATION OF EQUITY
as at 30 September 2005 (end of the last period presented under UK GAAP)
Notes UK GAAP Effect of IFRS
at 30 transition at 30
September to IFRS September
2005 2005
£000 £000 £000
Non-current assets
Investments at fair value through profit 1 207,236 (802) 206,434
or loss
Investment in subsidiary 10,294 10,294
217,530 (802) 216,728
Current assets
Trade and other receivables 2,201 2,201
Cash and cash equivalents 2,202 2,202
4,403 4,403
Total assets 221,933 (802) 221,131
Current liabilities
Trade and other payables 2 (4,891) 3,043 (1,848)
(4,891) 3,043 (1,848)
Total assets less current liabilities 217,042 2,241 219,283
Non-current liabilities
Debenture stock (33,700) (33,700)
Total liabilities (38,591) 3,043 (35,548)
Net assets 183,342 2,241 185,583
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 3 37 37
Capital reserve 1 153,913 (802) 153,111
Retained earnings 2,3 24,757 3,006 27,763
Own shares reserve (1,422) (1,422)
Total equity 183,342 2,241 185,583
Net asset value per share pence pence pence
Basic 4 352.4 4.3 356.7
Notes to the unaudited Reconciliation of Equity at 30 September 2005 (end of
the last period presented under UK GAAP):
1. Investments
Under UK GAAP the investments made by the Company in quoted stocks and shares
were previously valued in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies at their market
value. Convention suggested that where a bid and offer price existed the mid
market price was the most appropriate for investment trust companies. Under
IFRS, quoted investments are valued at bid price. The adjustment of £802,000
reflects the difference between the valuation of investments under UK GAAP and
the valuation under IFRS.
2. Proposed Dividends
Under UK GAAP, proposed dividends were previously treated as a current
liability in the accounts and deducted from net return after tax for the
period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividend is considered to be an indication of
intent by the Board of Directors, which becomes a contractual obligation in
the next accounting period when a shareholders' vote determines their
liability. Interim dividends however are not accounted for until paid.
The adjustment of £3,043,000 to 'Trade and other payables' and 'Retained
earnings' represents the removal of the proposed final dividend for the year
ended 30 September 2005, which was subsequently approved at the Annual General
Meeting on 18 January 2006.
3. Share Based Payments
In accordance with the transitional provisions IFRS2 'Share-based Payment' has
been applied to all grants of share options after 7 November 2002 that were
unvested as of 1 October 2004. The fair value of share options awarded under
the Company's Discretionary Share Option Scheme 2000 is spread over the
vesting period of the relevant options resulting in a charge against 'Retained
earnings' for the period of £37,000 and a credit to the 'Share options
reserve'. The fair value of the share options is now calculated using the
Black-Scholes model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
4. Net Asset Value per Ordinary Share
The net asset value per ordinary share has been calculated on equity
shareholders' funds and on 52,022,037 ordinary shares, being the shares in
issue at the period end having deducted the number of shares held by the
Employee Incentive Trust.
UNAUDITED RECONCILIATION OF INCOME
for the year ended 30 September 2005 (last period presented under UK GAAP)
Notes UK GAAP Effect of IFRS
year ended transition year ended
30 September to IFRS 30 September
2005 2005
£000 £000 £000
Investments
Gains on investments at fair value 1 41,020 (499) 40,521
through profit or loss
Revaluation of subsidiary 6,842 6,842
Net investment result 47,862 (499) 47,363
Income
Dividends and interest 4,664 4,664
Other income 85 85
Total income 4,749 4,749
Expenses
Administration expenses 2 (1,877) (19) (1,896)
Return before finance costs and taxation 50,734 (518) 50,216
Finance costs (2,801) (2,801)
Net return before taxation 47,933 (518) 47,415
Taxation (43) (43)
Net return after taxation for the period 47,890 (518) 47,372
Return per ordinary share pence pence pence
Basic and diluted 92.0 (1.0) 91.0
Notes to the unaudited Reconciliation of Income for the year ended 30
September 2005 (last period presented under UK GAAP):
1. Investments
Under UK GAAP the investments made by the Company in quoted stocks and shares
were previously valued in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies at their market
value. Convention suggested that where a bid and offer price existed the mid
market price was the most appropriate for investment trust companies. Under
IFRS, quoted investments are valued at fair value, which is effectively bid
price. The adjustment of £499,000 reflects the difference between net gains on
investments as calculated under UK GAAP for the year and net gains on
investments at fair value as calculated under IFRS for the year.
2. Share Based Payments
In accordance with the transitional provisions IFRS2 'Share-based Payment' has
been applied to all grants of share options after 7 November 2002 that were
unvested as of 1 October 2004. The fair value of share options awarded under
the Company's Discretionary Share Option Scheme 2000 is spread over the
vesting period of the relevant options resulting in a charge against `Retained
earnings' for the period of £19,000 and a credit to the 'Share options
reserve'. The fair value of the share options is now calculated using the
Black-Scholes model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
ANNUAL REPORT
The annual report and accounts will be sent to shareholders on 7 December 2006
from which time copies will be available to the public at the Company's
registered office: 1 Minster Court, Mincing Lane, London EC3R 7ZZ.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held at 12.15pm on Wednesday 17 January
2007 at the London Underwriting Centre, 3 Minster Court, Mincing Lane, London
EC3R 7DD.
DIVIDEND
The proposed final dividend of 6.1p per share will be paid on 24 January 2007
to shareholders on the register at the close of business on 5 January 2007.
NOTES FOR EDITORS
Majedie Investments PLC is a self managed investment trust with
total portfolio assets under management of over £230 million. The Company's
objective is to maximise total shareholder return over the long term whilst
increasing dividends by more than the rate of inflation. The Company's
benchmark is 70% FTSE All-Share Index and 30% FTSE World ex UK Index
(Sterling) on a total return basis.