Interim Results
MAJEDIE INVESTMENTS PLC
25 May 2006
INTERIM RESULTS
for the six months ended 31 March 2006
Financial Highlights
- Net assets per share increased by 16.4% to 399.2p
- Share price increased by 13.5% to 344.5p
- Discount to net assets widened from 11.5% to 13.7%
- Earnings per share increased by 57.2% to 5.7p
- Interim dividend increased by 6.25% to 3.4p
Performance
- Net asset value total return of 18.3%
- Share price total return of 15.6%
- Benchmark total return of 12.8%
Interim Chairman's Statement
I am very pleased to report that over the six months to 31 March 2006 the total
return on net assets was 18.3% which, compared with 12.8% for the benchmark,
represents an out performance of 5.5%. The Group's net return before tax was
£5.4m compared with £2.1m for the first half of last year.
Market Background
The world economy as a whole is performing reasonably well with growth from
China and India offsetting less buoyant markets elsewhere. Oil and other
commodity prices have continued to rise during the period. UK consumer demand
remains weak with GDP growth in 2006 expected to be just over 2%. The European
Central Bank has raised interest rates for the second time in two months to
2.5% on the basis that it expects recovery to continue. In the US the economy
is growing strongly but beginning to show some signs of consumer weakness. More
recently share prices and commodity prices have been marked down sharply.
However the portfolio's net asset value performance to date remains well ahead
of the benchmark.
Interim Dividend
The Board intends to pay an interim dividend of 3.4p per share which represents
an increase of 6.25% compared with last year. It will be paid on 30 June 2006
to shareholders on the register at the close of business on 9 June 2006.
The interim dividend was last increased in 2002 and over the last few years has
reduced as a proportion of the total dividend. Over the next few years a
rebalancing will be effected and therefore this year the interim distribution
is being increased by over 6%. This will not affect the approach adopted in
recent years with regard to the total dividend. The Board remains committed to
the policy of increasing dividends by more than the rate of inflation.
Portfolio
The portfolio has remained overweight in resources stocks which in general have
continued to benefit from the high infrastructure and industrial growth of
China and India. Other favoured sectors have included those with high asset
backing such as property and construction; banks with high dividends and low
ratings, utilities and support service companies with longer-term contracts
making them less dependent on the normal business cycle. The fund remains
overweight in the UK and Canada and underweight in the US, Europe and Japan.
The recent weakness of the US dollar has reinforced the benefit of the
underweighting in the US.
Majedie Asset Management
The Majedie Asset Management business has continued to grow strongly with
increased profits over the last six months. Assets under management have grown
from £2.3bn as at 30 September 2005 to over £3bn and the business has generated
a significantly greater profit before tax during the six months to 31 March
2006 of £4.0m compared with £0.7m for the first half of last year. As
profitability has increased so the Company's shareholding has reduced in line
with pre-agreed targets. In December last year the Company's shareholding in
Majedie Asset Management reduced from 55% to 51% and this is reflected in the
interim figures.
Since the end of the period the strong momentum of the business, including
performance fee income in recent months, has resulted in Majedie Asset
Management being able to repay the outstanding preference shares originally
advanced to help finance the initial growth phase of the business. A repayment
of £2.1m of capital and £0.7m of other payments were made to the Company on
27 April 2006. On 28 April the Board of Directors and shareholders of Majedie
Asset Management certified that, as a result of the repayment of the debt and
the business achieving certain pre-agreed levels of earnings, Majedie
Investments' shareholding would reduce from 51% to 30% with effect from
30 April 2006. The Shareholders' Agreement, signed at the time Majedie Asset
Management was established, does not provide for any further reduction in the
Company's shareholding.
As a result of the change in ownership Gill Leates and I have resigned from the
Board of Majedie Asset Management as originally envisaged. The Board of
directors will therefore now comprise James de Uphaugh, Chris Field and Robert
Clarke (non-executive).
As at 30 September 2005 the directors of Majedie Investments PLC assessed the
value of the investment in Majedie Asset Management to be £10.1m comprising
£2.1m in respect of the preference shares and £8m in respect of the equity
investment. The directors formally reconsider the value of the investment each
year as at 30 September. The structure of the original earnings targets
referred to above was such that the directors believe that the value of the
investment in Majedie Asset Management, when assessed later this year, is
unlikely to be less than the value of £10.1m assessed as at the end of the last
financial year despite the Company's shareholding having reduced to 30%.
It should be noted that, in accordance with generally accepted accounting
principles, the assessed investment value referred to above was not included in
the group consolidated balance sheet as at 30 September 2005 and is not
included in the net asset value which has subsequently been announced each
week. In future the investment will be accounted for on an equity basis whereby
the Company's 30% share of the net assets of Majedie Asset Management will be
included in the group balance sheet. The assessed value of the investment will
continue to be excluded from the group balance sheet and the announced net
asset value.
My fellow directors and I are delighted that targeted levels of profitability
have been reached much earlier than was envisaged at the launch of the business
three years ago. We congratulate the management team and staff on this
considerable achievement and look forward to continuing our close association
with the company.
Directors
We have recently welcomed Gerry Aherne to the Board as a new director. Up to
2002 he spent sixteen years with Schroder Investment Management as Investment
Director, and eighteen years prior to that with Equity & Law in various
actuarial and investment management roles. He is currently Managing Partner of
Javelin Capital Partners LLP and a non-executive director of Henderson Global
Investors plc and of Electric and General Investment Trust plc. He was a
founding Director of PRI Group plc from August 2002 until June 2003, when it
was acquired by BRIT. We believe that his considerable experience in fund
management and his success at helping to grow businesses over many years will
be of great value to the Board.
In July this year Paul Marsh will be standing down after nearly eight years as
a non-executive director. During that time we have benefited from his sound
advice, wise counsel and extensive experience of investment matters. We thank
Paul for his contribution to Board discussions and to the development of policy
and extend to him our best wishes for the future.
International Financial Reporting Standards ("IFRS")
This preliminary announcement runs to a significantly greater number of pages
than is usually the case. This is due to the nature of the comprehensive
disclosure requirements relating to the implementation of the new IFRS which we
are required to adopt for the first time this year.
There are three main areas where the change to IFRS affects the accounting
treatment significantly:
- the valuation of listed securities using closing bid prices rather than
closing mid market prices;
- the calculation of the fair value of share options granted to employees; and
- the Company's dividends are now recognised only when they are either approved
by shareholders or paid during the reporting period.
Outlook
In the US the Federal Reserve Board may raise interest rates just once or twice
more but acknowledges the cycle may soon peak. Ben Bernanke, the new Fed
Chairman is likely to pay careful attention to recent signs of consumer
weakness. Consensus GDP growth forecasts for the Eurozone remain below 2%.
There is increasing geopolitical risk in the Middle East. The portfolio's
overweight position in oils is held partly with this in mind. Over the last
three years stock markets have progressed strongly - in some areas reaching new
highs. After such strong progress it is not surprising that recently market
values have been marked down sharply especially in resources and commodities.
However investment decisions are taken on the basis of fundamental analysis
according to medium to long term timeframes.
Henry S Barlow Chairman
25 May 2006
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 half year ended 31 March 2006
Note Half year ended 31 March 2006 Half year ended 31 March 2005 Year ended 30 September 2005
(restated)* (restated)* (restated)* (restated)* (restated)* (restated)*
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000 £000 £000 £000
Investments
Gains on 31,086 31,086 16,259 16,259 40,423 40,423
investments at
fair value
through profit
or loss
Net investment 31,086 31,086 16,259 16,259 40,423 40,423
result
Income
Dividends and 2,303 2,303 2,169 2,169 4,669 4,669
interest
Client fee 9,732 9,732 2,337 2,337 6,500 6,500
income in
subsidiary
company
Other income 29 29 10 10 54 54
Total income 12,064 12,064 4,516 4,516 11,223 11,223
Expenses
Administrative (6,270) (687) (6,957) (2,019) (559) (2,578) (5,019) (1,205) (6,224)
expenses
Return before 5,794 30,399 36,193 2,497 1 5,700 18,197 6,204 39,218 45,422
finance costs
and taxation
Finance costs (349) (1,049) (1,398) (351) (1,052) (1,403) (700) (2,101) (2,801)
Net return 5,445 29,350 34,795 2,146 14,648 16,794 5,504 37,117 42,621
before
taxation
Taxation (1,179) (1,179) (18) (18) (43) (43)
Net return 4,266 29,350 33,616 2,128 14,648 16,776 5,461 37,117 42,578
after taxation
for the period
Attributable
to:
Equity holders 2,945 29,350 32,295 1,878 14,648 16,526 4,653 37,117 41,770
of the parent
Minority 1,321 1,321 250 250 808 808
interest
4,266 29,350 33,616 2,128 14,648 16,776 5,461 37,117 42,578
Return per pence pence pence pence pence pence pence pence pence
ordinary
share:
Basic and 4 5.66 56.40 62.06 3.60 28.11 31.71 8.94 71.28 80.22
diluted
The total column of this statement is the consolidated profit and loss account
of the Group, prepared in accordance with IFRS. The supplementary revenue
return and capital return columns are both prepared under guidance published by
the Association of Investment Trust Companies.
These accounts have been prepared in compliance with the recognition and
measurement criteria of IFRS. See notes below. Transition Statements are
required by IFRS 1: First-time Adoption of IFRS are included in notes below.
* The comparative figures for the half year ended 31 March 2005 and the year
ended 30 September 2005 have been adjusted for the adoption of IFRS from the
original figures presented within the interim report for the six months ended
31 March 2005 and in the statutory accounts for the year ended 30 September
2005. Details of the restatement are included within the Transition Statements.
The results for the first six months should not be taken as a guide to the
results for the full year. All revenue and capital items in the above statement
derive from continuing operations.
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the half year ended 31 March 2006
Notes
Share Share Capital Share Capital Capital Retained Own Minority Total
capital premium redemption options reserve reserve earnings shares interest
reserve reserve - realised - unrealised reserve
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Half year
ended 31
March 2006
30 5,253 785 56 37 89,507 57,501 26,723 (1,422) 405 178,845
September
2005
Net return 22 18,981 10,369 2,945 1,321 33,638
after tax
for the
period
Dividends 8 (3,045) (3,045)
declared
and paid
in period
Own shares 3 (24) 85 61
sold by
Employee
Incentive
Trust
("EIT")
Adjustment 97 97
due to 4%
reduction
in the
Company's
holding in
Majedie
Asset
Management
Limited
31 March 5,253 785 56 35 108,488 67,870 26,623 (1,337) 1,823 209,596
2006
Half year
ended 31
March 2005
30 5,253 785 56 18 81,033 28,858 26,627 (1,148) (436) 141,046
September
2004
Net return 10 5,167 9,481 1,878 250 16,786
after tax
for the
period
Dividends 8 (2,892) (2,892)
declared
and paid
in period
Own shares (274) (274)
purchased
by EIT
31 March 5,253 785 56 28 86,200 38,339 25,613 (1,422) (186) 154,666
2005
Year
ended 30
September
2005
30 5,253 785 56 18 81,033 28,858 26,627 (1,148) (436) 141,046
September
2004
Net return 19 8,474 28,643 4,653 808 42,597
after tax
for the
period
Dividends 8 (4,557) (4,557)
declared
and paid
in period
Own shares (274) (274)
purchased
by EIT
Adjustment 33 33
due to 10%
reduction
in the
Company's
holding in
Majedie
Asset
Management
Limited
30 5,253 785 56 37 89,507 57,501 26,723 (1,422) 405 178,845
September
2005
These accounts have been prepared in compliance with the recognition and
measurement criteria of IFRS. See notes below.
UNAUDITED CONSOLIDATED BALANCE SHEET
at 31 March 2006
31 March 31 March 30 September
2006 2005 2005
(restated)* (restated)*
£000 £000 £000
Non-current assets
Property, plant and equipment 604 369 613
Goodwill 334 425 360
Investments at fair value through profit 232,006 181,680 206,434
or loss
232,944 182,474 207,407
Current assets
Trade and other receivables 8,916 4,003 4,946
Cash and cash equivalents 14,682 4,948 4,421
23,598 8,951 9,367
Total assets 256,542 191,425 216,774
Current liabilities
Trade and other payables (13,118) (3,065) (4,174)
Total assets less current liabilities 243,424 188,360 212,600
Non-current liabilities
Trade and other payables (121) (55)
Debenture stock (33,707) (33,694) (33,700)
(33,828) (33,694) (33,755)
Net assets 209,596 154,666 178,845
Represented by:
Ordinary share capital 5,253 5,253 5,253
Share premium 785 785 785
Capital redemption reserve 56 56 56
Share options reserve 35 28 37
Capital reserve - realised 108,488 86,200 89,507
Capital reserve - unrealised 67,870 38,339 57,501
Retained earnings 26,623 25,613 26,723
Own shares reserve (1,337) (1,422) (1,422)
Equity attributable to the equity holders 207,773 154,852 178,440
of the parent
Minority interest 1,823 (186) 405
Total equity 209,596 154,666 178,845
Net asset value per share pence pence pence
Basic and fully diluted 399.2 297.7 343.0
These accounts have been prepared in compliance with the recognition and
measurement criteria of IFRS. See notes below. Applicable accounting policies
and Transition Statements as required by IFRS 1: First Time Adoption of IFRS
are included below.
* The comparative figures as at 31 March 2005 and as at 30 September 2005 have
been adjusted for the adoption of IFRS from those presented within the interim
report as at 31 March 2005 and in the statutory accounts as at 30 September
2005. Details of the restatement are included within the Transition Statements.
UNAUDITED SUMMARISED CONSOLIDATED
CASH FLOW STATEMENT
For the half year ended 31 March 2006
Half year ended Half year ended Year ended 30
31 March 2006 31 March 2005 September 2005
(restated)* (restated)*
£000 £000 £000
Net cash inflow from operating 6,423 1,190 4,637
activities
Investing activities
Purchases of investments (65,661) (74,337) (119,611)
Sales of investments 73,965 69,140 113,861
Purchases of tangible assets (89) (19) (384)
Net cash inflow/(outflow) from 8,215 (5,216) (6,134)
investing activities
Financing activities
Interest paid (1,392) (1,397) (2,788)
Equity dividends paid (3,045) (2,892) (4,557)
Sales/(purchases) of own 4 (274) (274)
shares
Employees' exercise of share 56
options
Net cash outflow from (4,377) (4,563) (7,619)
financing activities
Increase/(decrease) in cash 10,261 (8,589) (9,116)
and cash equivalents for
period
Cash and cash equivalents at 4,421 13,537 13,537
start of period
Cash and cash equivalents at 14,682 4,948 4,421
end of period
These accounts have been prepared in compliance with the recognition and
measurement criteria of IFRS. See notes below. Applicable accounting policies
and Transition Statements as required by IFRS 1: First Time Adoption of IFRS
are included below.
* The comparative figures for the half year ended 31 March 2005 and the year
ended 30 September 2005 have been adjusted for the adoption of IFRS from those
presented within the interim report for the six months ended 31 March 2005 and
in the statutory accounts for the year ended 30 September 2005.
NOTES
1. Accounting Policies
The consolidated accounts above comprise the unaudited results of the Company
and its subsidiaries for the six months to 31 March 2006 and are presented in
pounds sterling, as this is the principal currency in which the Group's
transactions are undertaken.
The consolidated accounts have been prepared in accordance with the disclosure
requirements of the Listing Rules and in compliance with the recognition and
measurement criteria of 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 Trusts
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 first unaudited 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. In preparing these accounts certain accounting and
valuation methods previously applied in UK GAAP accounts have been amended to
comply with IFRS as follows:
- Investments are valued at fair value (bid price) rather than mid-market
price;
- The fair value of share options awarded to employees is spread over the
vesting period of the relevant options and a share option reserve created
accordingly;
- The Company's dividend is not accrued unless paid or approved by shareholders
in the period.
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")
Majedie Investments PLC owned 70% of the equity of MAM from incorporation in
2002 up until 31 March 2004. With effect from 1 April 2004, 30 September 2005
and 31 December 2005, the percentage reduced to 65%, 55% and 51% respectively
as a result of changes in shareholding based on the achievement of pre-agreed
targets for the business. The results of MAM for the six months to 31 March
2006 amount to a pre-tax profit of £3,984,000 (six months to 31 March 2005:
profit of £715,000). Administrative expenses on the Consolidated Income
Statement of £6,957,000 (six months to 31 March 2005: £2,578,000) include
£5,786,000 (2005: £1,605,000) relating to MAM. The minority interest figure
disclosed on the Consolidated Income Statement for the six months to 31 March
2006 represents the relevant proportion of MAM's profit from ordinary
activities after taxation based on the percentage holdings provided above.
The net assets of MAM reflected in the Consolidated Balance Sheet as at
31 March 2006 amounted to £5,821,000 (31 March 2005: £1,570,000; 30 September
2005: £3,001,000). The minority interest figure disclosed in the Consolidated
Balance Sheet represents 49% of MAM's equity share capital and reserves as at
31 March 2006 (31 March 2005: 35%; 30 September 2005: 45%).
The Chairman's Statement above refers to a post balance sheet event whereby the
Company's equity shareholding in MAM reduced from 51% to 30% with effect from
30 April 2006.
3. Discretionary Share Option Scheme
Options in issue and shares held
Following the exercise of share options on 22 December 2005 under the
discretionary share option scheme, the total number of options outstanding is
now 685,485 and the total shareholding of the Majedie Investments PLC Employee
Incentive Trust is 475,907 ordinary shares. The shares are held by the trust
until the relevant options are exercised or until they lapse and are presented
on the Balance Sheet as a deduction from shareholders' funds, in accordance
with IFRS 2: Share-based Payment ("IFRS 2").
On 27 January 2006 the Company granted 142,046 conditional 'Total Shareholder
Return-based' share awards ("TSR-based awards") under the Rules of the
Company's 2006 Long Term Incentive Plan ("LTIP") which was approved by
shareholders at the Annual General Meeting held on 18 January 2006.
These TSR-based awards have been granted at nil consideration and relate to
ordinary shares of 10p each. The vesting period of the awards at an aggregate
exercise price of £1 is contingent upon the satisfaction of specified
performance conditions over a fixed five year period ending on 27 January 2011.
The detailed arrangements for the TSR-based awards was the subject of a
circular to shareholders dated 8 December 2005. The introduction of the new
arrangements was approved by shareholders at the AGM on 18 January 2006.
Dividends
The trust has waived its rights to receive dividends from the Company and
therefore the total interim dividend shown in note 8 has been reduced
accordingly.
Expensing of share-based remuneration
In accordance with IFRS 2 the fair value of share options awarded under the
Company's Discretionary Share Option Scheme 2000 and Long Term Incentive Plan
is spread over the vesting period of the options and a share options reserve
has been created accordingly. For the purposes of this provision, the fair
value of the share options is calculated using a Black-Scholes valuation model.
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
return per ordinary share is based on 52,038,551 shares, being the weighted
average number of shares in issue having adjusted for the shares held by the
Employee Incentive Trust (half year ended 31 March 2005: 52,117,862 shares;
year ended 30 September 2005: 52,069,819).
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 MAM. Under IAS 38: Intangible Assets,
goodwill is subject to an annual impairment review. The current year review has
identified no such impairment for the half year to 31 March 2006.
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.
Unlisted investments comprise an investment of £2,255,000 in Bridgewell Group
Limited plus a total of £5,689,000 invested in the placings for nine separate
companies which are expected to become listed securities after 31 March 2006.
During the period the Company incurred transaction costs of £410,000 of which
£244,000 related to the purchase of investments (half year ended 31 March 2005:
£343,000; year ended 30 September 2005: £538,000) and £166,000 related to the
sales of investments (half year ended 31 March 2005: £143,000; year ended
30 September 2005: £233,000). These amounts are included in gains on investments
at fair value through profit or loss, as disclosed in the Consolidated Income
Statement.
7. Net Asset Value per Ordinary Share
The net asset value per share has been calculated based on equity shareholders'
funds and on 52,052,093 ordinary shares (31 March 2005: 52,022,037;
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 recognised when approved in General Meeting. The following
table summarises the amounts recognised as distributions to equity holders in
the period:
Half year ended Year ended 30 Half year ended
31 March 2006 September 2005 31 March 2005
£000 £000 £000
2005 Final Dividend of 5.85p 3,045
paid on 25 January 2006*
2005 Interim Dividend of 3.2p 1,665
paid on 1 July 2005
2004 Final Dividend of 5.55p 2,892 2,892
paid on 25 January 2005
3,045 4,557 2,892
The Directors propose an interim dividend for 2006 of 3.4p per share, to be
paid on 30 June 2006.
* 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.
9. Financial Information
The financial information contained in this interim report does not constitute
full statutory accounts as defined in Section 240 of the Companies Act 1985.
The financial information for the six months ended 31 March 2006 and 31 March
2005 has not been audited.
The information for the year ended 30 September 2005, other than that which has
been restated as described in the notes and Transition Statements, has been
extracted from the latest published audited accounts. Those accounts have been
filed with the Registrar of Companies and included the report of the auditors
which was unqualified and did not contain a statement under either Section 237
(2) or (3) of the Companies Act 1985. Those statutory accounts were prepared
under UK GAAP and in accordance with the 2003 Statement of Recommended
Practice: Financial Statements of Investment Trust Companies.
TRANSITION STATEMENTS
There follows below Transition Statements as required by International
Financial Reporting Standard 1: First Time Adoption of International Reporting
Standards. These include three 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;
- 31 March 2005 - being the end of the half year for the comparative figures
for this interim report;
- 30 September 2005 - being the end of the last full financial period presented
under UK GAAP.
The Transition Statements also include two reconciliations of consolidated
income:
- for the six months ended 31 March 2005;
- for the year ended 30 September 2005.
Finally the Transition Statements include an explanation of material
adjustments to the cash flow statements for the six months ended 31 March 2005
and year ended 30 September 2005.
UNAUDITED RECONCILIATION OF CONSOLIDATED EQUITY
as at 1 October 2004 (date of transition)
Notes UK GAAP Effect of IFRS
transition to IFRS
at 1 at 1
October October
2004 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 172,144 2,589 174,733
liabilities
Non-current liabilities
Debenture stock (33,687) (33,687)
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 138,893 2,589 141,482
holders of the parent
Minority interest (436) (436)
138,457 2,589 141,046
Net asset value per share pence pence pence
Basic 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 revenue for the period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividends are 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 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 options
In accordance with IFRS 2 'Share-based Payment', 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 whereas previously the provision (if any) was calculated by reference to
the difference between the option exercise price and the market value of the
Company's shares at the date of grant of the options.
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 31 March 2005
Notes UK GAAP Effect of IFRS
transition to IFRS
at 31 March at 31 March
2005 2005
£000 £000 £000
Non-current assets
Property, plant and equipment 369 369
Goodwill 425 425
Investments at fair value through 1 182,417 (737) 181,680
profit or loss
183,211 (737) 182,474
Current assets
Trade and other receivables 4,003 4,003
Cash and cash equivalents 4,948 4,948
8,951 8,951
Total assets 192,162 (737) 191,425
Current liabilities
Trade and other payables 2 (4,730) 1,665 (3,065)
(4,730) 1,665 (3,065)
Total assets less current 187,432 928 188,360
liabilities
Non-current liabilities
Debenture stock (33,694) (33,694)
Net assets 153,738 928 154,666
Represented by:
Ordinary share capital 5,253 5,253
Share premium 785 785
Capital redemption reserve 56 56
Share options reserve 3 28 28
Capital reserve 1 125,276 (737) 124,539
Retained earnings 2,3 23,976 1,637 25,613
Own shares reserve (1,422) (1,422)
Equity attributable to the equity 153,924 928 154,852
holders of the parent
Minority interest (186) (186)
153,738 928 154,666
Net asset value per share pence pence pence
Basic 295.9 1.8 297.7
Notes to the Unaudited Reconciliation of Consolidated Equity at 31 March 2005:
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 £737,000
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 revenue for the period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividends are 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 are not accounted for until paid.
The adjustment of £1,665,000 to 'Trade and other payables' and 'Retained
earnings' represents the removal of the proposed interim dividend for the
period ended 31 March 2005, which was subsequently paid on 1 July 2005.
3. Share Options
In accordance with IFRS 2 'Share-based Payment', 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 £28,000 and credit to the Share
options reserve.
The fair value of the share options is now calculated using the Black-Scholes
model whereas previously the provision (if any) was calculated by reference to
the difference between the option exercise price and the market value of the
Company's shares at the date of grant of the options.
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 EQUITY
as at 30 September 2005 (end of last period presented under UK GAAP)
Notes UK GAAP Effect of IFRS
transition to
at 30 IFRS at 30
September September
2005 2005
£000 £000 £000
Non-current assets
Property, plant and equipment 613 613
Goodwill 360 360
Investments at fair value through 1 207,236 (802) 206,434
profit 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 210,359 2,241 212,600
liabilities
Non-current liabilities
Trade and other payables (55) (55)
Debenture stock (33,700) (33,700)
(33,755) (33,755)
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 338.7 4.3 343.0
Notes to the Unaudited Reconciliation of Consolidated Equity at 30 September
2005 (end of 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 revenue for the period.
Under IFRS dividends payable are only recorded when they become a contractual
obligation. Proposed final dividends are 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 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 Options
In accordance with IFRS 2 'Share-based Payment', 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 whereas previously the provision (if any) was calculated by reference to
the difference between the option exercise price and the market value of the
Company's shares at the date of grant of the options.
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 half year ended 31 March 2005
Notes UK GAAP Effect of IFRS
transition to
half year ended IFRS half year ended
31 March 2005 31 March 2005
£000 £000 £000
Investments
Gains on investments at fair 1 16,693 (434) 16,259
value through profit or loss
Net investment result 16,693 (434) 16,259
Income
Dividends and interest 2,169 2,169
Client fee income in 2,337 2,337
subsidiary company
Other income 10 10
Total income 4,516 4,516
Expenses
Administration expenses 2 (2,568) (10) (2,578)
Return before finance costs 18,641 (444) 18,197
and taxation
Finance costs (1,403) (1,403)
Net return before taxation 17,238 (444) 16,794
Taxation (18) (18)
Net return after taxation for 17,220 (444) 16,776
the period
Attributable to:
Equity holders of the parent 16,970 (444) 16,526
Minority interest 250 250
17,220 (444) 16,776
Return per ordinary share pence pence pence
Basic and diluted 32.6 (0.9) 31.7
Notes to the Unaudited Reconciliation of Consolidated Income for the half year
ended 31 March 2005:
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 £434,000 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 period.
2. Share Options
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 £10,000 and a
credit to the Share options reserve.
The fair value of the share options is now calculated using the Black-Scholes
model whereas previously the provision (if any) was calculated by reference to
the difference between the option exercise price and the market value of the
Company's shares at the date of grant of the options.
UNAUDITED RECONCILIATION OF CONSOLIDATED INCOME
for the year ended 30 September 2005 (last period presented under UK GAAP)
Notes UK GAAP Effect of IFRS
transition to
year ended IFRS year ended
30 30
September 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 6,500 6,500
company
Other income 54 54
Total income 11,223 11,223
Expenses
Administration expenses 2 (6,205) (19) (6,224)
Return before finance costs and 45,940 (518) 45,422
taxation
Finance costs (2,801) (2,801)
Net return before taxation 43,139 (518) 42,621
Taxation (43) (43)
Net return after taxation for the 43,096 (518) 42,578
period
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 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 Options
In accordance with IFRS 2 'Share-based Payment', 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 whereas previously the provision (if any) was calculated by reference to
the difference between the option exercise price and the market value of the
Company's shares at the date of grant of the options.
Explanation of material adjustments to the Cash Flow Statement
Six months ended 31 March 2005
Tax credits recovered on unfranked investment income of £2,000 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, 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.
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, 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.
INTERIM REPORT
The Interim Report will be sent to shareholders on 9 June 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.
INTERIM DIVIDEND
The interim dividend of 3.4p per share will be paid on 30 June 2006 to
shareholders on the register at the close of business on 9 June 2006.
NOTES FOR EDITORS
Majedie Investments PLC is an investment trust with total assets under
management of over £240 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.
The Majedie Share Plan is a straightforward and low cost way of investing in
Majedie shares with a minimum lump sum of £250, or on a regular monthly basis
with £25 or more. The Majedie Corporate ISA provides a tax efficient way of
investing or saving in Majedie shares at low cost. There is no initial or
annual management fee. Both maxi and mini ISAs are available with a minimum
lump sum investment of £500 or £50 per month for direct debit subscribers.