Annual Financial Report
Montanaro UK Smaller Companies Investment Trust PLC ("MUSCIT")
Annual Financial Report 2012
The full Annual Report and Accounts 2012 will be available on the Company's website
www.montanarouksmaller.co.uk.
Investment Objective
MUSCIT's investment objective is capital appreciation through investing in
small quoted companies listed on the London Stock Exchange or traded on the
Alternative Investment Market ("AIM") and to achieve relative outperformance of
its benchmark, the FTSE SmallCap (excluding Investment Companies) Index
("SmallCap"). No unquoted investments are permitted.
Highlights for the year ended 31 March 2012
Results
NAV +4% £146m
Gross assets +4% £163m
Share price -2% £116m*
FTSE SmallCap Index -3%**
* Market capitalisation.
** Excluding Investment Companies.
Year to Year to
31 March 31 March
2012 2011
Revenue return on ordinary 2,480 2,516
activities (£000)
Movement in capital reserve (£ 4,778 38,413
000)
Revenue return per Ordinary 7.41p 7.51p
share
Dividend per Ordinary share 6.76p 6.76p
Total return per Ordinary 21.68p 122.26p
share
As at As at
31 March 31 March
2012 2011
Ordinary share price 348.00p 355.00p
NAV per Ordinary share 436.57p 421.65p
Chairman's Statement
For over 20 years, Montanaro has delivered consistent outperformance across
different market conditions. I believe that investors can look forward to the
future of MUSCIT with confidence.
Highlights 2012
- In the year to 31 March 2012, the NAV of MUSCIT increased by 4% to 436.57p in
comparison with a 3% fall in the SmallCap.
- Since launch, the NAV of MUSCIT has increased by 335% in comparison with a
gain of 50% in SmallCap outperforming by 285%.
Background
I am pleased to present the 17th annual report of MUSCIT, which was launched in
March 1995. In 1996, the initial investment of £25 million was increased in
size through a £30 million "C" share issue. Net assets now stand at £146
million.
An investment trust is an attractive vehicle for shareholders to invest in
quoted UK "smaller" companies, which are less well researched and more illiquid
than larger, blue chip companies.
Performance
The NAV of MUSCIT at 31 March 2012 increased in the year by 4% to 436.57p, by
118% over ten years and by 335% since launch. In comparison the SmallCap fell
3% in the year, moved by 0% over ten years and has gained 50% since launch.
Since launch, the NAV of MUSCIT has outperformed the SmallCap by 285%.
Discount
The discount of MUSCIT's share price to NAV stood at 20.3% on 31 March 2012 in
comparison with a weighted sector average of 16.2% (source: Close Wins
Investment Trusts).
Share Buy Backs
The Board is responsible for share buy backs which are undertaken at arm's
length from the Manager.
No shares were bought back during the year.
Holding Shares in Treasury
Since December 2003, investment trusts have had the right to buy back shares
and hold them in Treasury for re-issue at a later date. This has the benefit of
improving liquidity as well as retaining the opportunity to enhance the NAV.
The Board has actively and carefully considered the use of Treasury shares and
had been among the industry's pioneers. Our policy is to ensure that
shareholders receive a tangible benefit above and beyond an enhanced ability to
manage the liquidity of the shares of MUSCIT. Shares held in Treasury will only
be re-issued at a lower discount than when they were originally purchased and
to produce a positive absolute return.
As at 31 March 2012 no shares were held in Treasury.
Gearing
The Board reviews the level of gearing considered appropriate for the Company
in discussion with the Manager. One of the benefits of investment trusts is the
ability to hold prudent levels of gearing which can enhance investment returns.
The Board has agreed to limit borrowings to 25% of shareholders' funds.
On 19 December 2011 the Company entered into a new £15 million revolving credit
facility with ING Bank. The facility is available for a term of five years
until 19 December 2016. At the same time the Company entered into an interest
rate swap effectively fixing the interest rate at 4.29% for the life of the
facility. At 31 March 2012, £15 million was drawn down.
During the year, Net Gearing ranged from 1.0% to 11.1%. At 31 March 2012, net
gearing was 0.9% (debt as a % of gross assets) and 1.0% (debt as a % of net
assets).
Dividends
MUSCIT's primary focus is on capital growth rather than income. The Board
proposes a final dividend of 6.76p per Ordinary share payable on 10 August 2012
to shareholders on the register at the close of business on 29 June 2012.
The Board has observed the changes to the taxation rules and the Companies Act
that now permit the distribution of realised capital reserves as dividends. At
this years' Annual General Meeting we are seeking Shareholder approval to amend
the Company's Articles to reflect these changes. It is not the intention to
change the Company's current dividend policy but could provide flexibility in
the future.
Directors
In the year to 31 March 2012 there have been no changes to the structure of the
Board.
Corporate Governance
The Directors have reviewed the recommendations of the AIC Code on Corporate
Governance (the "AIC Code") and have implemented procedures where appropriate,
such as an annual evaluation of the Board's performance. MUSCIT has complied
with the AIC Code throughout the year except where compliance would be
inappropriate given the size and nature of the Company. Full disclosure of
MUSCIT's compliance with the AIC Code is included in the Directors' Report. The
Manager has signed up to the Stewardship Code and has published its voting
records on their website.
The use of an internal audit function is not considered necessary given the
inherent segregation of duties and internal controls.
Chairman's Comment
Institutional investors have spent much of the last decade remodelling their
balance sheets to reduce risk. The average pension fund in the UK is
approximately 47% invested in equities, down from around 70% a decade ago
(source: Mercer), while the average insurer has cut its equity exposure to 34%
from 46% (source: IMF). The same observation can be made for regulated
financial institutions all across Europe where equities were swapped for the
safety of bonds and credit. Pension scheme sponsors have tried to match their
liabilities through LDI ("liability-driven investment") as defined benefit
schemes have closed. Perhaps more importantly, sweeping regulatory changes
(Basel III and Solvency II in particular) are being introduced at arguably the
worst possible time.
But in March 2012 the world watched with horror as Greece's default
(euphemistically called "restructuring") - the first of a developed country
since World War II - shattered the very notion that bonds are a "risk-free"
asset class. Other countries may well follow suit and cost investors dear -
Greece alone has wiped out over €100bn in creditors' wealth. It is a cruel
irony of history that a number of sovereign bonds rated "A" or better may have
morphed into ticking time-bombs.
In the same vein, conventional wisdom has it that large companies are safer
than small companies. Yet the list of casualties amongst larger companies since
2001 is long - think of Enron, WorldCom, Parmalat, General Motors, Lehman
Brothers and RBS, to name a few. Investors lured to the safety of UK LargeCap
have underperformed SmallCap by over 3% a year since 2000.
Current events may lead investors to eventually reappraise the meaning of
"equity risk". Equities are attractive on most valuation metrics - the last
time the FTSE All-Share yielded close to 3% and more than the 10-year Gilt was
at the depth of the crisis following the collapse of Lehman Brothers. Companies
have rarely had so much cash at hand and are receiving further stimulus through
a gradual reduction of the corporation tax rate. At the end of March, over 70%
of companies in MUSCIT had a net cash position and a weighted net
debt-to-equity ratio of under 10%. Most companies in the portfolio have lived
through economic and financial turmoil before and many have a habit of emerging
stronger from these trying periods.
With a universe of over 2,000 quoted companies to choose from, experienced and
well-resourced SmallCap managers such as Montanaro are able to construct
portfolios of businesses with low fundamental risk characteristics. For over 20
years, Montanaro has delivered consistent outperformance across different
market conditions. The iron rule of "quality first" underpinning the team's
investment process should reassure investors in these uncertain times. I
believe that investors can look forward to the future of MUSCIT with
confidence.
In future the Company's investments will be managed on a day-to-day basis by
David Lindley supported by George Cooke. Charles Montanaro will continue to
provide oversight and strategic guidance to the portfolio. Given the team
approach of Montanaro Asset Management, it is not anticipated that there will
be any change in the investment style and approach of the Manager.
David Gamble
Chairman
20 June 2012
Manager's Report
Highlights 2012
The Company is well-positioned to benefit from an increased appetite for the
highest quality "blue-chip" quoted small companies. We look forward to the
coming year with cautious optimism after an encouraging start.
Market Cap by Value of Holding
Market Cap Percentage
£50-£100m 2%
£100-£200m 16%
£200-£300m 17%
£300-£600m 29%
>£600m 36%
Indexby Value of Holding
Index Percentage
Other UK equities 5%
UK AIM 8%
FTSE Fledgling 8%
FTSE 250 35%
FTSE SmallCap 44%
Manager's Review
After a strong performance in 2010, it was always going to be asking a lot for
a repeat in 2011. As it happens, in a volatile year returns proved to be modest
all round - the FTSE SmallCap (ex Investment Companies) index fell by 3%; the
FTSE All-Share declined by 2%; whereas the Company's NAV showed a positive
return, increasing by 4%.
After the buoyant end to 2010, equities came under pressure early in the year
due to several concerns, some quite unexpected. Political turmoil in North
Africa and the Middle East led to increases in oil prices which, coupled with
rising food prices, raised the spectre of rising inflation. A devastating 8.8
magnitude earthquake hit the North East of Japan causing a tsunami that
resulted in a disruption of component supplies to the electronic and automotive
industries. Equities declined significantly during the summer period as
investors became worried about economic growth prospects in the United States
and as the European debt crisis intensified.
In August, there were signs of investor panic over the possibility of a default
by Greece. After a difficult third quarter, the market rallied on hopes that
the European Summit held in December had finally laid the foundations for a
future fiscal union. Markets reasoned that, once Germany had imposed its fiscal
rulebook to its single currency partners, moral hazard concerns would dissipate
and justify a larger scale intervention by the ECB in bond markets. Meanwhile,
signs that inflation was decelerating in Emerging Markets, and in China in
particular, opened the door to monetary policy easing after nearly two years of
tightening. China cut its required reserve ratio by 50bp in December 2011.
As investors reduced "risk" by selling UK equities in the second half of 2011,
in general portfolio managers at the start of 2012 were defensively positioned
with higher than normal levels of cash. Many investors were both underweight in
equities and UK SmallCap in particular. As a result, investors were
wrong-footed by the strong January 2012 rally and scrambled to catch up,
driving share prices ever higher. Many cyclical companies saw their shares
return to 2011 highs. However, even after this recovery, UK SmallCap continues
to trade on valuation multiples in line with historical averages.
As the Company's Investment Manager, we are always looking ahead seeking to
anticipate market sentiment and positioning the portfolio accordingly. The
Board determines levels of gearing following recommendation from us. In 2011,
we closed the calendar year with one of the highest levels of borrowing ever
and were heavily overweight in cyclicals. This was a contrarian position and
one that has been vindicated subsequently in 2012. The recent strong recovery
in the UK stock market has allowed us to reduce borrowings considerably and to
lock-in some profits.
Outlook
Companies around the world are sitting on large cash balances earning negative
real returns. So we expect there to be increasing pressure to either invest or
return some of this cash to investors. In addition, we see room for M&A
activity to gather momentum as large firms seek external growth (acquisitions)
to offset slowing earnings growth. Private equity transactions may also
increase in the Small and MidCap sector.
In the context of elevated macro-economic and political uncertainty surrounding
the Euro, we expect further outperformance of "quality growth" i.e.
well-managed companies offering secure earnings growth and good revenue
visibility. However, with politicians in the driving seat everywhere and
important elections this year, we would not be surprised to see stock market
volatility return. Balance sheet strength remains crucial and needs to be
watched. Banks will lend but, ironically, mainly to the strong companies which
need financing the least. We will not compromise on quality in selecting
investments within the portfolio.
The Company is well-positioned to benefit from an increased appetite for the
highest quality "blue-chip" quoted small companies. We look forward to the
coming year with cautious optimism after an encouraging start.
Montanaro Asset Management Limited
20 June 2012
Ten Largest Holdings
as at 31 March 2012
VictrexPLC - Chemicals
Manufacturer of high performance plastics.
£5.40m 3.6% £1,139m
Value Portfolio Market Cap
Devro PLC - Food Producers
Producers of manufactured casings for the food industry, supplying a wide range
of products and technical support to manufacturers of sausages, salami, hams
and other cooked meats.
£5.12m 3.5% £506m
Value Portfolio Market Cap
Genus PLC -Pharmaceuticals and Biotechnology
Genus is a world leader in applying science to animal breeding creating
advances through biotechnology and selling added value products for livestock
farming and food producers.
£5.10m 3.4% £769m
Value Portfolio Market Cap
Dialight PLC -Electronic and Electrical Equipment
Applied LED technology (energy saving, improved safety and easy disposal) for
industrial and commercial uses including obstruction lighting, traffic and rail
signalling.
£5.06m 3.4% £293m
Value Portfolio Market Cap
Brammer PLC - Support Services
A pan-European technical distributor of power transmission components.
£4.96m 3.3% £398m
Value Portfolio Market Cap
NCC Group PLC - Software and Computer Services
A provider of Escrow Solutions, Assurance Testing and Consultancy.
£4.50m 3.0% £309m
Value Portfolio Market Cap
Domino Printing Sciences PLC - Electronic and Electrical Equipment
An international group providing total coding and printing solutions to a wide
portfolio of market sectors.
£4.46m 3.0% £620m
Value Portfolio Market Cap
EnQuest PLC - Oil and Gas Producers
EnQuest is an independent oil & gas development and production company with a
geographic focus on the United Kingdom Continental Shelf.
£4.41m 3.0% £1,012m
Value Portfolio Market Cap
Fenner PLC - Industrial Engineering
A world leader in reinforced polymer technology.
£4.34m 2.9% £838m
Value Portfolio Market Cap
SDL PLC - Software and Computer Services
Provider of software and services for managing content and language
translation.
£4.26m 2.9% £588m
Value Portfolio Market Cap
Investment Portfolio
as at 31 March 2012
Market
Value % of Cap
Holding Sector £000 portfolio £m
Victrex Chemicals 5,400 3.6 1,139
Devro Food Producers 5,120 3.5 506
Genus Pharmaceuticals and 5,100 3.4 769
Biotechnology
Dialight Electronic and Electrical 5,060 3.4 293
Equipment
Brammer Support Services 4,964 3.3 398
NCC Group Software and Computer 4,500 3.0 309
Services
Domino Printing Sciences Electronic and Electrical 4,464 3.0 620
Equipment
EnQuest Oil and Gas Producers 4,413 3.0 1,012
Fenner Industrial Engineering 4,335 2.9 838
SDL Software and Computer 4,264 2.9 588
Services
Oxford Instruments Electronic and Electrical 4,252 2.9 682
Equipment
James Fisher Industrial Transportation 4,172 2.8 298
RPS Group Support Services 4,149 2.8 519
Fidessa Group Software and Computer 4,137 2.8 613
Services
Dignity General Financials 4,060 2.7 445
AG Barr Beverages 3,992 2.7 460
Consort Medical Health Care Equipment and 3,825 2.6 182
Services
Shaftesbury Real Estate/Real Estate 3,817 2.6 1,237
Investment Trusts
Latchways Support Services 3,692 2.5 118
Croda International Chemicals 3,685 2.5 2,849
Twenty Largest Holdings 87,401 58.9
Domino's Pizza Travel and Leisure 3,669 2.5 701
Brewin Dolphin General Financials 3,540 2.4 438
Ocean Wilsons Holdings Industrial Transportation 3,525 2.4 415
Ricardo Support Services 3,368 2.3 186
Renishaw Electronic and Electrical 3,325 2.2 968
Equipment
Dechra Pharmaceuticals Pharmaceuticals and 3,301 2.2 327
Biotechnology
Mears Group Support Services 3,194 2.2 223
Aveva Group Software and Computer 2,983 2.0 1,127
Services
Carclo Chemicals 2,869 1.9 229
M.P. Evans Group Food Producers 2,850 1.9 257
Premier Oil Oil and Gas Producers 2,746 1.9 2,075
Helical Bar Real Estate/Real Estate 2,369 1.6 224
Investment Trusts
Clarkson Industrial Transportation 2,301 1.5 250
Brooks Macdonald Group General Financials 2,297 1.5 142
WSP Group Support Services 2,281 1.5 162
James Halstead Construction and Materials 2,273 1.5 521
Microgen Software and Computer 2,183 1.5 119
Services
Primary Health Properties Real Estate/Real Estate 1,899 1.3 216
Investment Trusts
Severfield-Rowen Industrial Engineering 1,815 1.2 161
Kewill Software and Computer 1,328 0.9 69
Services
Albemarle & Bond Holdings General Financials 1,309 0.9 194
Marshalls Construction and Materials 1,281 0.9 194
Wilmington Group Media 1,208 0.8 81
Abcam Pharmaceuticals and 1,047 0.7 641
Biotechnology
Andor Technology Electronic and Electrical 1,020 0.7 156
Equipment
Immunodiagnostics Health Care Equipment and 991 0.7 87
Services
Total Portfolio 148,373 100.0
Analysis of Investment Portfolio by Industrial or Commercial Sector
as at 31 March 2012
Sector % of portfolio % of SmallCap
Oil and Gas Producers 4.8 2.3
Oil and Gas 4.8 2.3
Chemicals 8.1 1.0
Industrial Metals - 0.3
Mining - 1.3
Basic Materials 8.1 2.6
Construction and Materials 2.4 4.9
Aerospace and Defence - 1.2
Electronic and Electrical Equipment 12.2 5.5
Industrial Engineering 4.1 3.6
Industrial Transportation 6.8 3.1
Support Services 14.6 15.1
Industrials 40.1 33.4
Automobiles and Parts - 0.3
Beverages 2.7 -
Food Producers 5.4 5.0
Household Goods - 2.2
Leisure Goods - 0.7
Other - 0.6
Consumer Goods 8.1 8.8
Health Care Equipment and Services 3.2 1.3
Pharmaceuticals and Biotechnology 6.4 2.3
Health Care 9.6 3.6
General Retailers - 4.2
Media 0.8 5.4
Travel and Leisure 2.5 8.0
Consumer Services 3.3 17.6
Life and Non-life Insurance - 2.5
Real Estate 5.4 16.7
General Financials 7.5 3.4
Financials 12.9 22.6
Software and Computer Services 13.1 6.2
Technology Hardware and Equipment - 2.9
Technology 13.1 9.1
Total 100.0 100.0
The investment portfolio comprises 46 listed UK equity holdings including 7
holdings totalling £11,786,000 (representing 7.9% of the portfolio) traded on
the Alternative Investment Market ("AIM").
Board of Directors
David Gamble - Chairman
Roger Cuming
Kathryn Matthews
Michael Moule
Business Review
The Business Review has been prepared in accordance with the Companies Act 2006
and should be read in conjunction with the Chairman's statement and the
Manager's Report.
Introduction
The purpose of the Business Review is to provide an overview of the business of
the Company by:
• Analysing development and performance using appropriate key performance
indicators ("KPIs").
• Outlining the principal risks and uncertainties affecting the Company.
• Describing how the Company manages these risks.
• Explaining the future business plans of the Company.
• Setting out the Company's environmental, social and ethical policy.
• Providing information about persons with whom the Company has contractual or
other arrangements which are essential to the business of the Company.
• Outlining the main trends and factors likely to affect the future
development, performance and position of the Company's business.
REVIEW OF THE DEVELOPMENT AND PERFORMANCE OF THE Business AND POSITION OF THE
BUSINESS AND POSITION OF MUSCIT
A description of MUSCIT's activities and a review of the development and
performance of the business during the year is given in the Chairman's
Statement and in the Manager's Report.
MUSCIT is a closed-end investment trust listed on the London Stock Exchange
with registration number 3004101. Its affairs are managed so that it receives
approval from HM Revenue & Customs as an investment trust under s1158/1159 of
the Corporation Tax Act 2010 ("s1158/1159") One of the criteria for compliance
is that at least 85% of MUSCIT's eligible investment income arising in an
accounting period is distributed to shareholders.
The Board considers that MUSCIT will continue to qualify as an investment
trust, which confers certain benefits such as exemption from the payment of
capital gains taxes arising on the sale of investments. MUSCIT has most
recently received approval under s1158 for the year ended 31 March 2011 and an
application will be made to HM Revenue & Customs for MUSCIT's status as an
investment trust in financial year 2011/12. Further details on the operation of
investment trusts can be obtained from the Association of Investment Companies
on their website at www.theaic.co.uk.
New rules were introduced by HM Revenue and Customs for accounting periods
beginning on or after 1 January 2012 and will therefore be applicable to the
Company in its year commencing on 1 April 2012. The significant changes are to
remove the maximum holding in any one investment of 15% and replace this with a
risk diversification approach. The Board have considered this and agreed that
the Company's Investment Policy offers suitable risk diversification. In
addition in future the Company will be required to distribute a minimum of 85%
of all its income as dividend payments compared to the current requirement of
85% of eligible investment income.
MUSCIT is also an investment company as defined in Section 833 of the Companies
Act 2006. The current portfolio of MUSCIT is such that its shares are eligible
for inclusion in an ISA up to the maximum annual subscription limit and the
Directors expect this eligibility to be maintained.
MUSCIT's investment objective is capital appreciation (rather than income)
achieved by investing in small quoted companies listed on the London Stock
Exchange or traded on the Alternative Investment Market ("AIM") and to achieve
relative outperformance of its benchmark, the FTSE SmallCap (excluding
Investment Companies) Index.
No unquoted investments are permitted.
The Company seeks to achieve its investment objective by investing in a
portfolio of quoted UK small companies. At the time of initial investment, a
potential investee company must be profitable and smaller than the largest
constituent of the Numis Smaller Companies Index ("NSCI"), formerly RBS HGSC,
which represents the smallest 10% of the UK Stock Market by value. At the start
of January 2012, the largest company in the NSCI had a market capitalisation of
over £1.3bn. The Manager focuses on the smaller end of this Index.
The Manager will normally limit any one holding to a maximum of 4% of the
Company's investments. The portfolio weighting of each investment is closely
monitored to reflect the underlying liquidity of the particular company;
smaller investments are made in less liquid companies. AIM exposure is also
closely monitored by the Board and is limited to 30% of total investments, with
Board approval required for exposure above 25%. At 31 March 2012 this was 7.9%
(2011: 15.3%)
The Manager is focused on identifying high quality niche companies operating in
growth markets. This typically leads to investment in companies that enjoy high
barriers to entry, pricing power, a sustainable competitive advantage and
strong management teams. The portfolio is constructed on a "bottom up" basis
and there are no sector constraints.
The Board, in consultation with the Manager, is responsible for determining the
gearing strategy for the Company. Gearing is used to enhance returns when the
timing is considered appropriate. The Company currently has a credit facility
of £15 million through ING Bank. The Board has agreed to limit borrowings to
25% of shareholders' funds.
There are currently 33,475,958 Ordinary 10p shares in issue (2011: 33,475,958)
none of which are held in Treasury (2011: nil). Holders of Ordinary shares have
unrestricted voting rights of one vote per share at all general meetings of the
Company.
DESCRIPTION OF THE PRINCIPLE RISKS ASSOCIATED WITH MUSCIT
The Board carefully considers the principal risks for MUSCIT and seeks to
manage these risks through continual and regular review, policy setting,
compliance with and enforcement of contractual obligations and active
communication with the Manager, the Administrator and shareholders.
The Board applies the principles detailed in the recommendations of the AIC
Code as described in the Chairman's Statement. Details of MUSCIT's internal
controls may be found in the Corporate Governance section in the full Annual
Report and Accounts for the year ended 31 March 2012.
Mitigation of the principal risks is sought and achieved in many ways as shown
below:
Investment Manager:Montanaro has been the Manager of MUSCIT since its launch in
1995. The success of MUSCIT and its strong performance is largely attributable
to Montanaro. Should the current Manager not be in a position to continue its
management of the Company, performance may be impacted.
The Board meetings are attended by the Manager. Montanaro hasone of the largest
specialist teams in the UK. Succession planning within Montanaro and
recruitment of personnel are closely monitoredby the Board.
Investment & Strategy: MUSCIT may underperform its benchmark as a result of
poor stock selection, sector allocation or as a result of being geared in a
falling market.
The Manager meets regularly with the Board to discuss portfolio performance and
strategy, and provides the Board and shareholders with monthly reports. The
portfolio is well diversified thereby spreading investment risk and reducing
stock specific risk. The Board receives and reviews monthly a report of all
transactions and, through the forum of its Management Engagement Committee,
formally reviews the performance of the Manager on an annual basis.
Gearing: one of the benefits of closed-end investment trusts is the ability to
use borrowings which can enhance returns in a rising stock market. However,
gearing exacerbates movements in the net asset value both positively and
negatively and will exaggerate declines in net asset value when prices of
quoted UK small companies are falling.
The Board monitors and discusses with the Manager the appropriate level of
gearing of MUSCIT at each Board meeting. The Board agreed with the Manager to
take out a five year borrowing commitment to December 2016. The Board monitors
and discusses with the Manager the appropriate level of gearing for the
portfolio and whether cash balances held are appropriate.
Portfolio Liquidity: as with all small company investment trusts, there are
times when the liquidity of the underlying portfolio is poor, such as when
small companies are out of favour or during periods of adverse economic
conditions. The Manager focuses on "smaller" companies where the opportunities
may be more attractive but this can increase overall underlying illiquidity.
This may result in the Manager being unable to buy or sell individual holdings
within the portfolio. In addition, this may impact the discount of MUSCIT's
share price to the net asset value of the portfolio.
One of the benefits of investment trusts is that generally the Manager is not
forced to buy or sell individual holdings at inopportune times. The Manager
constantly reviews the underlying liquidity of the portfolio, which is
well-diversified. Particular attention is paid to the AIM holdings, with the
Manager providing the Board with liquidity reports at every meeting. Montanaro
dealswith a wide range of brokers to enhance their ability to execute and
minimise liquidity risk.
Liquidity of MUSCIT Shares: as with many small company investment trusts, there
are times when the liquidity of the shares of MUSCIT is low. In the case of
MUSCIT, many of the shareholders are large financial institutions with a
long-term investment horizon. Unlike other investment trusts where private
individuals form a larger part of the share register, this may result in fewer
shares being traded in MUSCIT on a daily basis and make it difficult at times
for investors to buy or sell shares of MUSCIT.
The Manager is encouraged by the Board to market the strong investment story of
MUSCIT to private client wealth managers and other potential new investors. The
goal is to widen the shareholder base to enhance liquidity. In addition, the
ability to buy back shares to be held in Treasury for subsequent re-issue
enhances the liquidity of MUSCIT shares.
Discount Volatility: as with all small company investment trusts, the discount
can fluctuate significantly both in absolute terms and relative to its peer
group.
The Board actively monitors and seeks to manage the discount of MUSCIT and is
responsible for share buy backs or issuance from Treasury. Share buy backs may
help to reduce the discount.
During the year and up to the date of this report, MUSCIT has not used the
authority granted at the Annual General Meeting held in 2011 to make market
purchases of up to 5,018,046 Ordinary shares.No Ordinary shares are currently
held in Treasury.
The Board encourages the Manager to market MUSCIT to new investors to increase
demand for its shares, which may help to increase liquidity and reduce the
discount.
Regulatory: a breach of s1158/1159 might lead to MUSCIT being subject to
capital gains tax. A breach of rules of the London Stock Exchange might result
in censure by the FSA and/or suspension of MUSCIT's listing on the London Stock
Exchange.
The Board has agreed a service level agreement with the Manager which includes
active and regular review of compliance with s1158/1159 and compliance with the
Company's published Investment Policy. During the year under review the
Administrator reviewed compliance withFSA and London Stock Exchange Rules. This
is reviewed at each Board meeting.
Operational: if the Administrator's operational procedures proved deficient and
its core accounting systems failed, accounting errors might occur resulting in
inaccurate net asset valuations, performance data and possibly a qualified
audit report and/or loss of s1158/1159 status.
The Board monitors operational issues monthly and reviews them in detail at
each Board meeting.
Financial: inappropriate accounting policies or failure to comply with current
or new Accounting Standards might lead to a breach of regulations and/or loss
of s1158/1159 status.
The Board monitors financial issues monthly and reviews them in detail at each
Board meeting.
Banking: a breach of MUSCIT's loan covenants might lead to funding being
summarily withdrawn and investment holdings potentially being sold at a time of
poor liquidity.
The main financial covenants to which the Company is subject in respect of the
ING Bank N.V. revolving credit facility require it to ensure that total
borrowings will not exceed 30% of the adjusted Net Asset Value at any time and
that the adjusted Net Asset Value does not fall below £39,000,000 at any time.
The Board monitors compliance with banking covenants monthly and reviews them
with the Administrator and Managerat each Board meeting.
Reputational: inadequate or deficient controls of the Administrator or Manager
or other third-party providers might result in breaches of regulations and
damage the trust and confidence of shareholders in MUSCIT, leading to a
widening of the discount.
The Board continually monitors and reviews issues that may impact the standing
of MUSCIT.
Failure to keep current and potential investors informed of the Company's
performance and development could result in fewer shares being traded in MUSCIT
on a daily basis and also lower investor confidence.
The Board and Manager maintain clear and frequent communication with
shareholders and potential investorsandare both happy to meet with
shareholders.
Company Viability: through falling NAV, or a reduction in the size of the
Company through purchases of its own shares, the size of the Company could make
the continuing existence unviable in the opinion of investors.
The Board actively monitors and seeks to manage the discount of MUSCIT and is
responsible for share buy backs for cancellation or holding in Treasury. The
resultant size of the Company is an important consideration of the decision to
undertake buy backs.
A description of MUSCIT's system for reviewing its risk-environment is set out
above.
Analysis of Performance Using Key Performance Indicators
Results and Dividends: the results for the year are as set out in the Income
Statement. The Directors recommend that a final dividend of 6.76p (2011: final
6.76p) per Ordinary share, amounting to £2,263,000 (2011: final £2,263,000) to
be paid on 10 August 2012 to shareholders on the share register at the close of
business on 29 June 2012.
Net Asset Value: the NAV per Ordinary share, including revenue reserves, at 31
March 2012 was 436.57p (2011: 421.65p).
The Board reviews performance by reference to a number of KPIs and considers
that the most relevant KPIs are those that communicate the financial
performance and strength of the Company as a whole.
The Board and the Manager monitor the following KPIs:
• the NAV over the previous ten years and since launch relative to the
benchmark as disclosed in the Chairman's Statement;
• the level of discount over the previous ten years as disclosed in the
Chairman's Statement; and
• the Ongoing Charges which were:
2012 2011
Ongoing Charges 1.3% 1.4%
Performance fees 0.6% 0.6%
Finance costs 0.2% 0.2%
Total Ongoing Charges plus 2.1% 2.2%
performance fees and finance
costs
Further KPIs are those which show the Company's position in relation to the
investment trust tests which it is required to meet and maintain its investment
trust status.
SOCIALLY RESPONSIBLE INVESTMENT
The Company has no employees and the Board is comprised entirely of
non-executive directors. Day-to-day management of the Company's business is
undertaken by Montanaro as the Investment Manager and the Company itself has no
environmental, social or community policies. In carrying out business with its
suppliers the Company aims to conduct itself responsibly, ethically and fairly.
STEWARDSHIP CODE
The Company has given discretionary voting powers to the Manager, Montanaro.
AIC Code Principal 16 recommends that the Board should agree a policy regarding
voting rights exercised by Montanaro. However, the Board has agreed that there
is no need to set a written policy with Montanaro concerning key operational
issues as the Board and Montanaro already have a clear understanding of their
respective responsibilities.
The Board encourages the Manager to give due consideration to environmental,
social and governance matters whilst recognising the overall investment policy
and objectives of the Company. Montanaro reports to the Board at every meeting
and the Board reviews a full list of all votes cast on the Company's behalf.
Montanaro votes against resolutions it considers may damage shareholders'
rights or economic interests. Montanaro gives due weight to what it considers
to be socially responsible investments, when making investment decisions, but
its overriding objective is to produce good investment returns for
shareholders.
During the year the Manager on behalf of the Company exercised its voting
authority as follows:
Meetings
Number of meetings voted at 49
Number of meetings voted against management or 17
abstained
Resolutions
Number of resolutions where voted with management 689
Number of resolutions where voted against management 27
or abstained
The actual resolutions voted against 8
The full Annual Report and Accounts contain the following statements regarding
responsibility for the financial statements.
Statement of Directors' Responsibilities
in Respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with the applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with the UK Accounting Standards and applicable law
(UK Generally Accepted Accounting Practice).
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period. In preparing these financial statements, the Directors are required to;
â— select suitable accounting policies and then apply them consistently;
â— make judgements and estimates that are reasonable and prudent;
â— state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
and
â—prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Directors' Report, Directors' Remuneration Report and Corporate
Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors confirm to the best of their knowledge:
â— the Financial Statements, prepared in accordance with UK Accounting
Standards, give a true and fair view of the assets, liabilities, financial
position and return of the Company; and
â— the Chairman's Statement, Investment Manager's Report and Directors' Report
includes a fair review of the development and performance of the business and
the position of the Company, together with a description of the principle risks
and uncertainties that it faces.
On behalf of the Board
DAVID GAMBLE
Chairman
20 June 2012
Non-Statutory Accounts
The financial information set out below does not constitute the Company's
statutory accounts for the years ended 31 March 2012 or 31 March 2011 but is
derived from those accounts. Statutory accounts for the year ended 31 March
2011 have been delivered to the Registrar of Companies and statutory accounts
for the year ended 31 March 2012 will be delivered to the Registrar of
Companies in due course. The Auditor has reported on those accounts; their
reports were (i) unqualified, (ii) did not include a reference to any matters
to which the Auditor drew attention by way of emphasis without qualifying their
report and (ii) did not contain a statement under Section 498 (2) or (3) of the
Companies Act 2006. The text of the Auditor's reports can be found in the
Company's full Annual Report and Accounts at www.montanarouksmaller.co.uk.
Income Statement
for the year to 31 March 2012
Year to 31 March 2012 Year to 31 March 2011
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
Gains on investments 10 - 6,607 6,607 - 40,006 40,006
designated as fair value
through profit or loss
Dividends and interest 2 3,667 - 3,667 3,639 - 3,639
Management fee 3 (781) (782) (1,563) (688) (688) (1,376)
Management performance 3 - (812) (812) - (786) (786)
fee
Other expenses 4 (246) - (246) (316) - (316)
Movement in fair value 15 - (75) (75) - - -
of derivative financial
instruments
Net return before 2,640 4,938 7,578 2,635 38,532 41,167
finance
costs and taxation
Interest payable and 6 (160) (160) (320) (119) (119) (238)
similar charges
Net return before 2,480 4,778 7,258 2,516 38,413 40,929
taxation
Taxation 7 - - - - - -
Net return after 2,480 4,778 7,258 2,516 38,413 40,929
taxation
Return per Ordinary 9 7.41p 14.27p 21.68p 7.51p 114.75p 122.26p
share
The total column of this statement is the profit and loss account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations.
No Statement of Total Recognised Gains and Losses has been prepared as all such
gains and losses are shown in the Income Statement.
No operations were acquired or discontinued in the year.
The notes below form part of these financial statements.
Reconciliation of Movements in Shareholders' Funds
for the year to 31 March 2012
Called-up Share Capital Distributable Total equity
share premium redemption Special Capital revenue shareholders'
capital account reserve reserve reserve reserve funds
Year to 31 Notes £000 £000 £000 £000 £000 £000 £000
March 2012
As at 31 3,348 19,307 1,362 4,642 108,565 3,929 141,153
March 2011
Fair value 10 - - - - 6,607 - 6,607
movement of
investments
Costs - - - - (1,754) - (1,754)
allocated
to capital
Dividends 8 - - - - - (2,263) (2,263)
paid in the
year
Movement of 15 - - - - (75) - (75)
fair value
of
derivative
financial
instruments
Net revenue - - - - - 2,480 2,480
for the
year
As at 31 3,348 19,307 1,362 4,642 113,343 4,146 146,148
March 2012
Called-up Share Capital Distributable Total equity
share premium redemption Special Capital revenue shareholders'
capital account reserve reserve reserve reserve funds
Year to 31 £000 £000 £000 £000 £000 £000 £000
March 2011
As at 31 3,348 19,307 1,362 4,642 70,152 2,484 101,295
March 2010
Fair value 10 - - - - 40,006 - 40,006
movement of
investments
Costs - - - - (1,593) - (1,593)
allocated
to capital
Dividends 8 - - - - - (1,071) (1,071)
paid in the
year
Net revenue - - - - - 2,516 2,516
for the
year
As at 31 3,348 19,307 1,362 4,642 108,565 3,929 141,153
March 2011
The notes below form part of these financial statements.
Balance Sheet
as at 31 March 2012
31 March 2012 31 March 2011
Notes £000 £000 £000 £000
Fixed assets
Investments designated at fair 10 148,373 153,175
value through profit or loss
Current assets
Debtors 12 566 3,838
Cash at bank 21 13,966 406
14,532 4,244
Creditors: amounts falling due
within one year
Other creditors 13 (1,682) (1,266)
Revolving credit facility 14 (15,000) (15,000)
(16,682) (16,266)
Net current liabilities (2,150) (12,022)
Total assets less current 146,223 141,153
liabilities
Creditors: amounts falling due 15 (75) -
after more than one year
Interest rate swap
Net assets 146,148 141,153
Share capital and reserves
Called-up share capital 16 3,348 3,348
Share premium account 19,307 19,307
Capital redemption reserve 1,362 1,362
Special reserve 4,642 4,642
Capital reserve 113,343 108,565
Distributable revenue reserve 4,146 3,929
Total equity shareholders' 146,148 141,153
funds
Net asset value per Ordinary 19 436.57p 421.65p
share
These financial statements were approved by the Board of Directors on 20 June
2012.
DAVID GAMBLE MICHAEL MOULE
Company Registered Number: 3004101
The notes below form part of these financial statements.
Statement of Cash Flows
for the year to 31 March 2012
Year to Year to
31 March 2012 31 March 2011
Notes £000 £000 £000 £000
Operating activities
Investment income received 3,600 3,548
Deposit interest received 1 1
Interest received on VAT 7 -
reclaimed on administration
and company secretarial
fees
Management fees paid (1,558) (1,339)
Performance fees paid (786) -
Company secretarial fees paid (86) (82)
Other cash expenses (216) (233)
Net cash inflow from 20 962 1,895
operating activities
Servicing of finance
Interest and similar charges (148) (286)
paid
Net cash outflow from (148) (286)
servicing of finance
Capital expenditure and
financial investment
Purchases of investments (26,508) (54,882)
Sales of investments 41,517 47,554
Net cash inflow/(outflow)from 15,009 (7,328)
investing activities
Equity dividends paid (2,263) (1,071)
Net cash inflow/(outflow) 13,560 (6,790)
before financing
Financing
Proceeds of short-term credit - 5,000
facility
Net cashinflowfrom financing - 5,000
Increase/(decrease)in cash 21 13,560 (1,790)
The notes below form part of these financial statements.
Notes to the Financial Statements
at 31 March 2012
1 Accounting Policies
Accounting Convention
The financial statements are prepared on a going concern basis, under the
historical cost convention as modified by the revaluation of fixed asset
investments and in accordance with UK applicable accounting standards and the
Statement of Recommended Practice regarding the Financial Statements of
Investment Trust Companies and Venture Capital Trusts ("SORP") issued in
January 2009. The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have been
consistently applied throughout the year and the preceding year.
Income Recognition
Ddividend income is included in the financial statements when the investments
concerned are quoted ex-dividend and shown net of any associated tax credit
where applicable.
Deposit interest and underwriting commissions receivable are included on an
accruals basis.
Management Expenses and Finance Costs
All expenses are accounted for on an accruals basis. Management fees and
finance costs are allocated 50% to the capital reserve and 50% to the revenue
account. This is in line with the Board's expectations of long-term returns
from the investment portfolio of the Company. Performance fees are charged 100%
to capital.
Costs arising on early settlement of debt are allocated 100% to capital, in
accordance with the requirements of the SORP.
All other expenses are allocated in full to the revenue account.
Investments
Investments are recognised and derecognised on the trade date where a purchase
or sale is under a contract whose terms require delivery within the time frame
established by the market concerned, and are initially measured at fair value.
All investments held by the Company are classified as at "fair value through
profit or loss". Investments are initially recognised at cost, being the fair
value of the consideration given. After initial recognition investments are
measured at fair value, with unrealised gains and losses on investments and
impairment of investments recognised in the Income Statement and allocated to
capital.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to quoted market bid prices or closing prices
for SETS (London Stock Exchange's electronic trading service) stocks sourced
from the London Stock Exchange on the Balance Sheet date, without adjustment
for transaction costs necessary to realise the asset.
Treasury Shares
The consideration paid for shares held in Treasury is presented as a deduction
from equity shareholders' funds, in accordance with FRS 25: "Financial
Instruments: Disclosure and Presentation". Any profit on the sale of shares out
of Treasury is credited to the share premium account in full.
Taxation
The charge for taxation is based on the net revenue for the year. Deferred
taxation is provided in accordance with FRS 19: "Deferred Taxation", on all
timing differences that have originated but not reversed by the Balance Sheet
date. Deferred taxation assets are only being recognised to the extent that
they are regarded as recoverable.
Dividends Payable to Shareholders
In accordance with FRS 21: "Events after the Balance Sheet date", dividends to
shareholders are recognised as a liability in the period in which they have
been declared. Therefore, any interim dividends are not accounted for until
paid, and final dividends are accounted for when approved by shareholders at an
Annual General Meeting.
Bank loans and borrowings
All bank loans and borrowings are initially recognised at cost, being the fair
value of the consideration received, less issue costs where applicable. After
initial recognition, all interest bearing loans and borrowings are subsequently
measured at amortised cost. Any differences between cost and redemption value
is recognised in the Income Statement over the period of the borrowings on an
effective interest basis.
DERIVATIVE FINANCIAL INSTRUMENTS
It is the Company's policy not to trade in derivative financial instruments.
However, the Company has utilised an interest rate swap to mitigate its
exposure to interest rate changes on its bank loan which is subject to a
variable rate of interest. Details can be found in note 15.
Derivatives are recognised at fair value. Movement in the fair value of the
derivative is recognised in the Income Statement.
RESERVES
Capital reserve
The following are accounted for in this reserve:
• gains and losses on the realisation of investments;
• net movement arising from changes in the fair value of investments that can
be readily converted to cash without accepting adverse terms;
• net movement from changes in the fair value of derivative financial
instruments; and
• expenses, together with related taxation effect, charged to this account in
accordance with the above policies.
Special reserve
The special reserve was created by a reduction in the share premium account by
order of the High Court in August 1998. It can be used for the repurchase of
the Company's Ordinary shares.
In accordance with the SORP, the consideration paid for shares bought into and
held in Treasury is shown as a deduction from the special reserve.
Capital redemption reserve
The capital redemption reserve accounts for amounts by which the issued capital
is diminished through the repurchase of the Company's own shares.
2 Income
Year to Year to
31 March 2012 31 March 2011
£000 £000
Income from investments 3,659 3,638
UK dividend income 3,550 3,574
Overseas dividend income 109 64
Other income
Bank interest 1 1
Interest received on VAT reclaimed on 7 -
administration and company secretarial
fees
Total income 3,667 3,639
Total income comprises
Dividends from financial assets designated at 3,659 3,638
fair value through profit or loss
Interest from financial assets designated at 1 1
fair value through profit or loss
Dividends and interest 3,660 3,639
Other income not from financial assets 7 -
3,667 3,639
All investment income has been obtained from investments listed in the UK.
3 Management Fee
Year to 31 March 2012 Year to 31 March 2011
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Management fee 781 782 1,563 688 688 1,376
Performance fee - 812 812 - 786 786
The Manager receives a monthly fee equivalent to 1/12 of 1.0% of the gross
assets of the Company valued at the close of business on the last business day
of each month and is entitled to a performance fee calculated as described in
the Directors' Report in the full Annual Report and Accounts.
At 31 March 2012, £947,000 (2011: £916,000) was due for payment to the Manager.
4 Other Expenses
Year to Year to
31 March 2012 31 March 2011
£000 £000
Administration and company 86 82
secretarial fees
VAT reclaimed on administration and (53) -
company secretarial fees
Auditor's remuneration (also see *
below) for:
- audit 20 18
Other expenses (including Directors' 193 216
remuneration and VAT)
246 316
* Total fees paid to the Auditor (excluding VAT) for the year, all of which
were charged to revenue, comprised:
Audit services
- statutory audit 19 17
- expenses 1 1
20 18
5 Directors' Remuneration
Year to Year to
31 March 2012 31 March 2011
£000 £000
Total fees 85 91
A breakdown of the Directors' remuneration is set out in the Directors'
Remuneration Report in the full Annual Report and Accounts. The fees for the
year ending 31 March 2011 include £10,000 paid to Directors who retired during
the year ending 31 March 2011.
The Company has no employees.
6 Interest Payable and Similar Charges
Year to 31 March 2012 Year to 31 March 2011
Revenue Capital Total Revenue Capital Total
Financial £000 £000 £000 £000 £000 £000
liabilities not at
fair value through
profit or loss
Interest payable on 160 160 320 119 119 238
loan
160 160 320 119 119 238
7 Taxation
The current taxation for the year is lower than the standard rate of
corporation tax in the UK of 26% (2011: 28%). A reconciliation is provided
below:
Year to 31 March 2012 Year to 31 March 2011
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Return on ordinary 2,480 4,778 7,258 2,516 38,413 40,929
activities before
taxation
Theoretical 645 1,242 1,887 704 10,756 11,460
corporation tax at
26% (2011: 28%)
Effects of:
- capital gains - (1,698) (1,698) - (11,202) (11,202)
that are not
taxable
- overseas (28) - (28) (18) - (18)
dividend income
not liable to
corporation tax
- UK dividend (901) - (901) (1,001) - (1,001)
income not liable
to corporation tax
- expenses 1 - 1 1 - 1
disallowed for
taxation purposes
- excess 283 456 739 314 446 760
management
expenses
- - - - - -
At 31 March 2012, the Company had surplus management expenses and non-trade
losses of £27,605,536 (2011: £24,761,775), which have not been recognised as a
deferred taxation asset. This is because the Company is not expected to
generate taxable income in future periods in excess of the deductible expenses
of those future periods and, accordingly, it is unlikely that the Company will
be able to reduce future taxation through the use of existing surplus expenses.
Due to the Company's status as an investment trust and the intention to
continue meeting the conditions required to obtain approval in the foreseeable
future, the Company has not provided deferred tax on any capital gains and
losses arising on the revaluation or disposal of investments.
8 Dividends
Year to Year to
31 March 31 March
2012 2011
£000 £000
Paid
2011 Final dividend of 6.76p (2011: 2,263 1,071
3.20p) per Ordinary share
Proposed
2012 Final dividend of 6.76p (2011: 2,263 2,263
6.76p) per Ordinary share
9 Return per Ordinary Share
Year to 31 March 2012 Year to 31 March 2011
Revenue Capital Total Revenue Capital Total
Ordinary 7.41p 14.27p 21.68p 7.51p 114.75p 122.26p
share
Revenue return per Ordinary share is based on the net revenue after taxation of
£2,480,000 (2011: £2,516,000) and 33,475,958 (2011: 33,475,958) Ordinary
shares, being the weighted average number of Ordinary shares, excluding any
shares held in Treasury.
Capital return per Ordinary share is based on net capital gains for the year of
£4,778,000 (2011: £38,413,000), and on 33,475,958 (2011: 33,475,958) Ordinary
shares, being the weighted average number of Ordinary shares, excluding any
shares held in Treasury.
Normal and diluted return per share are the same as there are no dilutive
elements on share capital.
10 Investments
Year to Year to
31 March 31 March
2012 2011
£000 £000
Total investments at 148,373 153,175
fair value
The investment portfolio comprises 46 listed UK equity holdings including 7
holdings totalling £11,786,000 (representing 7.9% of the portfolio) traded on
the Alternative Investment Market ("AIM").
Yearto Year to
31 March 31 March
2012 2011
£000 £000
Opening book cost 105,747 94,272
Opening investment 47,428 15,888
holding gains
Opening valuation 153,175 110,160
Movements in the
year
Purchases at cost 26,702 53,969
Sales - proceeds (38,111) (50,960)
Sales - realised 9,606 8,466
gains on sales
(Decrease)/ (2,999) 31,540
increase in
investment holding
gains
Closing valuation 148,373 153,175
Closing book cost 103,944 105,747
Closing investment 44,429 47,428
holding gains
148,373 153,175
fair value hierarchy
In accordance with FRS 29: "Financial Instruments: Disclosures", the Company
must disclose the fair value hierarchy of financial instruments.
The fair value hierarchy consists of the following three levels:
â— level 1 - quoted prices (unadjusted) in active markets for identical assets
or liabilities;
â— level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
â— level 3 - inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
For financial instruments (within the scope of FRS 29), which are measured at
fair value in the Balance Sheet an entity shall disclose the following for each
class of financial instruments:
â— the level in the fair value hierarchy into which the fair value measurements
are categorised in their entirety;
â— any significant transfers between level 1 and level 2 of the fair value
hierarchy and the reasons for those transfers;
â— for fair value measurements in level 3 of the hierarchy, a reconciliation
from the beginning balances to the ending balances. As well as highlighting
purchases, sales, and gains and losses, this reconciliation will identify
transfers into or out of level 3 and the reasons for those transfers.
The table below sets out fair value measurements of financial assets in
accordance with FRS 29 fair value hierarchy system:
31 March 2012 31 March 2011
Level 1 Level 2 Total Level 1 Level 2 Total
£'000 £'000 £'000 £'000 £'000 £'000
Equity investments 148,373 - 148,373 153,175 - 153,175
148,373 - 148,373 153,175 - 153,175
The table below sets out fair value measurements of financial liabilities in
accordance with the FRS 29 fair value hierarchy system:
31 March 2012 31 March 2011
Level 1 Level 2 Total Level 1 Level 2 Total
£'000 £'000 £'000 £'000 £'000 £'000
Derivative financial - 75 75 - - -
instruments
- 75 75 - - -
TRANSACTION COSTS
During the year, the Company incurred transaction costs of £177,000 (2011: £
349,000) and £51,000 (2011: £90,000) on purchases and sales of investments,
respectively. These amounts are deducted in determining gains on investments at
fair value as disclosed in the Income Statement.
31 March 2012 31 March 2011
£000 £000
Net gains on investments at fair
value though profit or loss
Gains on sales 9,606 8,466
Changes in fair value (2,999) 31,540
6,607 40,006
A list of the investments by market value and an analysis of the investment
portfolio by industrial or commercial sector are set out above.
11 Significant Holdings
The Company has a holding of 3% or more of the voting rights attached to shares
that is material in the context of the financial statements in the following
investments:
Security % of
voting
rights
Latchways PLC 3.1
12 Debtors
31 March 2012 31 March 2011
£000 £000
Due from brokers - 3,406
Prepayments and accrued 84 9
income
Dividends receivable 482 423
566 3,838
The carrying amount for prepayments, accrued income and dividends receivable
disclosed above reasonably approximates to its fair value at the year end and
is expected to be realised within a year from the Balance Sheet date.
13 Other Creditors
31 March 2012 31 March 2011
£000 £000
Due to brokers 471 277
Accruals and deferred 1,211 989
income
1,682 1,266
The carrying amount for accruals and deferred income disclosed above reasonably
approximates to its fair value at the year end and is expected to be realised
within a year from the Balance Sheet date.
14 Revolving Credit Facility
31 March 31 March
2012 2011
£000 £000
Falling due within one year 15,000 15,000
15,000 15,000
On December 19 2011 the Company agreed a new £15,000,000 Floating Rate
Revolving Credit Loan Facility with ING Bank N.V. which replaced its existing £
15,000,000 Revolving Credit Facility with ING bank N.V. At the same time the
Company entered into a £15,000,000 Interest Rate Swap with ING Bank N.V.
The new Floating Rate Revolving Credit Loan Facility is available for a five
year term from 19 December 2011 to 19 December 2016. The loan was drawn down
until 19 June 2012 and will be rolled over on a six monthly basis. Interest is
payable at six month LIBOR plus a margin and MLA costs.
The Interest Rate Swap is for five years and enables the Company to fix the
effective interest rate of the £15,000,000 loan over its term at 4.2921%* per
annum.
* Including margin and mandatory costs.
15 Derivative Financial Instruments
An interest rate swap is an agreement between two parties to exchange fixed and
floating rate interest payments based upon interest rates defined in the
contract without the exchange of the underlying principle amounts.
The Company entered into an agreement on 19 December 2011 which swapped its
obligation to pay variable rates of interest for a fixed rate of 4.2921% per
annum, until 19 December 2016.
The fair value of the derivative financial instrument is shown below:
31 March 2012 31 March 2011
£000 £000
Opening valuation - -
Movement in fair value (75) -
(75) -
16 Share Capital
31 March 2012 31 March 2011
£000 £000
Allotted, called-up and fully paid:
33,475,958 (2011: 33,475,958) Ordinary 3,348 3,348
shares of 10p each
Voting rights
Ordinary shareholders have unrestricted voting rights at all general meetings
of the Company.
At the Annual General Meeting on 29 July 2011 the Company was granted the
authority to purchase 5,018,046 Ordinary shares. As at 31 March 2012 the
Company had remaining authority to repurchase 5,018,046 Ordinary shares. This
authority is due to expire at the conclusion of the next Annual General
Meeting.
During the year no shares were purchased for cancellation.
The Company does not have any externally imposed capital requirements. The
capital of the Company is managed in accordance with its investment policy in
pursuit of its investment objective, both of which are detailed above.
17 Duration of the Company
At the Company's AGM held on 31 July 2009 shareholders voted to remove the
obligation under the Articles of Association to convene a General Meeting
during 2010 for the purpose of voluntarily winding up the Company, as provided
for in the Company's Articles of Association. The Company will be required to
propose a resolution at a General Meeting every five years thereafter unless,
at any AGM held within, and not more than, 18 months prior to the expiry of the
relevant period of five years, an Ordinary resolution is passed releasing the
Directors from the obligation to convene such a General Meeting.
18 Own Shares Held in Treasury
The Company has taken advantage of the regulations which came into force on 1
December 2003 to allow companies, including investment trusts, to buy its own
shares and hold them in Treasury for re-issue at a later date. There were no
shares held in Treasury at any time during the year.
19 Net Asset Value per Ordinary Share
Net asset value per Ordinary share is based on net assets of £146,148,000
(2011: £141,153,000) and on 33,475,958 (2011: 33,475,958 ) Ordinary shares,
being the number of Ordinary shares in issue at the year end.
20 Reconciliation of Net Revenue Before Finance Costs and Taxation to Net Cash
Inflow from Operating Activities
Year to Year to
31 March 31 March
2012 2011
£000 £000
Net revenue before finance 2,640 2,635
costs and taxation
Management fee (1,594) (1,474)
charged to capital
Increase in 49 825
creditors
Increase in prepayments and (133) (91)
accrued income
Net cash inflow from operating 962 1,895
activities
21 Reconciliation of Net Cash Flows to Movements in Net Debt
Year to Year to
31 March 2012 31 March 2011
£000 £000
Increase/(decrease) in 13,500 (1,790)
cash in year
Proceeds of credit - (5,000)
facility
Movement in net funds 13,560 (6,790)
Net debt at beginning (14,594) (7,804)
of year
Net debt at end of year (1,034) (14,594)
ANALYSIS OF NET DEBT
1 April Cash 31 March
2011 flows 2012
£000 £000 £000
Cash at bank 406 13,560 13,966
Debt due in less than (15,000) - (15,000)
one year
(14,594) 13,560 (1,034)
22 Analysis of Financial Assets and Liabilities
As required by FRS 29: "Financial Instruments: Disclosures", an analysis of
financial assets and liabilities, which identifies the risk to the Company of
holding such items, is given below.
BACKGROUND
The Company's financial instruments comprise securities, cash balances and
debtors and creditors that arise from its operations, for example, in respect
of sales and purchases awaiting settlement and debtors for accrued income.
The risk management policies and procedures outlined in this note have not
changed substantially from the previous accounting period.
The Company has little or no exposure to cash flow or foreign currency risk.
The principal risks the Company faces in its portfolio management activities
are:
â— credit risk;
â— market price risk, i.e. movements in the value of investment holdings caused
by factors other than interest rate or currency movement;
â— interest rate risk;
â— liquidity risk i.e. the risk that the Company has difficulty in realising
assets or otherwise raising funds to meet commitments associated with financial
instruments; and
â— gearing.
The Manager monitors the financial risks affecting the Company on a daily
basis. The Directors receive financial information on a monthly basis which is
used to identify and monitor risk.
(i)Credit Risk
Credit risk is the risk of financial loss to the Company if the contractual
party to a financial instrument fails to meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit risk
exposure at the Balance Sheet date.
The Company's listed investments are held on its behalf by HSBC acting as
agent, the Company's custodian. Bankruptcy or insolvency of the custodian may
cause the Company's rights with respect to securities held by the custodian to
be delayed. The Board monitors the Company's risk by reviewing the custodian's
internal controls reports.
Investment transactions are carried out with a large number of brokers whose
creditworthiness is reviewed by the Manager. Transactions are ordinarily
undertaken on a delivery versus payment basis whereby the Company's custodian
bank ensures that the counterparty to any transaction entered into by the
Company has delivered in its obligations before any transfer of cash or
securities away from the Company is completed.
The banks at which cash is held are under constant review.
The maximum exposure to credit risk at 31 March 2012 was:
31 March 2012 31 March 2011
£000 £000
Cash at bank 13,966 406
Debtors and 566 3,838
prepayments
14,532 4,244
None of the Company's assets are past due or impaired.
(ii)Market Price Risk
Market price risk arises mainly from uncertainty about future prices of
financial instruments. The value of shares and the income from them may fall as
well as rise and shareholders may not get back the full amount invested. The
Manager continues to monitor the prices of financial instruments held by the
Company on a real time basis. Adherence to the Company's investment objective
mitigates the risk of excessive exposure to one issuer or sector.
The Board manages the market price risks inherent in the investment portfolio
by ensuring full and timely access to relevant information from the Investment
Manager. The Board meets regularly and each meeting reviews the investment
performance, the investment portfolio and the rationale for the current
investment positioning to ensure consistency with the Company's objectives and
investment policy. The portfolio does not seek to reproduce the index,
investments are selected based upon the merit of individual companies and
therefore the portfolio may well diverge from the short-term fluctuations of
the benchmark.
Fixed asset investments are valued at fair value as detailed in note 1. A list
of the Company's equity investments is shown above. In addition, an analysis of
the investment portfolio by broad industrial and commercial sector, an analysis
of the portfolio by market capitalisation of holdings and a description of the
10 largest equity investments is set out above.
The maximum exposure to market price risk is the fair value of investments of
£148,373,000 (2011: £153,175,000).
If the investment portfolio valuation fell by 1% from the amount detailed in
the financial statements as at 31 March 2012 it would have the effect, with all
other variables held constant, of reducing the net capital return before
taxation by £1,484,000 (2011: £1,532,000). An increase of 1% in the investment
portfolio valuation would have an equal and opposite effect on the net capital
return before taxation.
(iii)Interest Rate Risk
Changes in interest rates may cause fluctuations in the income and expenses of
the Company. The revolving credit facility with ING Bank N.V. is a floating
rate facility (see note 14). The amount of such borrowings and the approved
levels are monitored and reviewed regularly by the Board. The Company mitigates
the risk by the use of an interest rate swap to fix the interest rates on
borrowings.
The Company received interest on cash deposits over £25,000 at a rate of 0.03%.
The interest received in the year amounted to £1,000 (2011: £1,000).
The interest risk profile of the Company is given below.
If interest rates had reduced by 1% from those paid as at 31 March 2012 it
would have the effect, with all other variables held constant, of increasing
the net revenue return before taxation on an annualised basis by £150,000
(2011: £150,000). If there was an increase in interest rates of 1% the net
revenue return before taxation on an annual basis would have decreased by £
10,000 (2011: £ 150,000). The calculations are based on cash at bank,
short-term deposits and the revolving credit facility as at 31 March 2012 and
these may not be representative of the year as a whole.
Due to the structure of the loan facility, changes in interest rates would not
have an effect on the fair value of the loan.
(iv)Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. The Manager does not
invest in unlisted securities on behalf of the Company. However, the
investments held by the Company consist of UK quoted small companies which are
inherently less liquid than quoted large companies. The Manager reviews the
portfolio liquidity on a regular basis. Short-term flexibility is achieved
through the use of bank borrowings. Liquidity risk is mitigated by the fact
that the Company has £14.5 million cash at bank and short-term debtors which
can satisfy its creditors and that as a closed end fund assets do not need to
be liquidated to meet redemptions.
(v)Gearing
Gearing can have amplified effects on the net asset value of the Company. It
can have a positive or negative effect depending on market conditions. It is
the Company's policy to determine the adequate level of gearing appropriate to
its own risk profile.
(vi)Use of Derivatives
It is the Company's policy not to trade in derivative financial instruments.
However the Company has utilised an interest rate swap to mitigate its exposure
to interest rate changes on its revolving credit facility.
FINANCIAL ASSETS
The Company's financial assets consist of listed equity shares, which neither
pay interest nor have a maturity date, cash at bank and short-term debtors. No
fixed interest assets were held at 31 March 2012 nor during the year.
All financial assets are in sterling and disclosed at fair value through profit
or loss.
FINANCIAL LIABILITIES
The Company finances its operations through equity, retained profits and bank
borrowings (see note 14). The change in the fair value of financial liabilities
during the year was not related to the credit risk profile. The interest rate
risk profile of the financial liabilities of the Company as at 31 March 2012 is
as follows:
Weighted
average Period
interest until
Total rate maturity
£000 % Years
Amounts drawn down under 15,000 3.96 0.22
revolving credit facility
Derivative financial instruments 75 0.33 4.22
Financial liabilities upon which 1,682 - -
no interest is paid
The interest rate risk profile of the financial liabilities of the Company as
at 31 March 2011 was as follows:
Weighted
average Period
interest until
Total rate maturity
£000 % Years
Amounts drawn down under fixed 15,000 1.61 0.13
revolving credit facility
Financial liabilities upon which no interest 1,266 - -
is paid
The maturity profile of the Company's financial liabilities is as follows:
As at As at
31 March 2012 31 March 2011
£000 £000
In one year or 16,682 16,266
less
In more than one but not more than two years - -
In more than two years but not more than 75 -
five years
16,757 16,266
The Company had £nil undrawn under the fixed Revolving Credit Facility at 31
March 2012 (2011: £nil).
The Company's revolving credit facility is measured at cost and denominated in
sterling. All other financial liabilities are in sterling and disclosed at fair
value. It is considered that, because of the short-term nature of the facility,
cost approximates to fair value.
23 Capital Management Policies
The objective of the Company is to achieve capital appreciation through
investing in small quoted companies listed on the London Stock Exchange or
traded on AIM and to achieve relative outperformance of its benchmark, the FTSE
SmallCap (excluding Investment Companies) Index. No unquoted investments are
permitted. In pursuing this long-term objective, the Board has a responsibility
for ensuring the Company's ability to continue as a going concern. It must
therefore maintain an optimal capital structure through varying market
conditions. This involves the ability to: issue and buyback share capital
within limits set by the shareholders in general meeting; borrow monies in
accordance with the Articles of Association and pay dividends to shareholders
out of distributable revenue reserves.
Changes to Ordinary share capital are set out in note 16. Dividend payments are
set out in note 8.
31 March 2012 31 March 2011
£000 £000
Called-up share capital 3,348 3,348
Share premium account 19,307 19,307
Capital redemption reserve 1,362 1,362
Special reserve 4,642 4,642
Capital reserve 113,343 108,565
Distributable revenue reserve 4,146 3,929
Total equity shareholders' funds 146,148 141,153
The Company's objectives for managing capital are the same as the previous year
and have been complied with throughout the year.
24 Previous Commitments and Contingent Liabilities
At 31 March 2012, there were nil capital commitments (2011: nil).
25 Related Party Transactions
Under the Listing Rules the Manager is regarded as a related party of the
Company. The amounts paid to the Manager are disclosed in note 3. However, the
existence of an independent Board of Directors demonstrates that the Company is
free to pursue its own financial and operating policies, and therefore, in
terms of FRS 8: "Related Party Transactions", the Manager is not considered a
related party. The relationship between the Company, its Directors and the
Manager is disclosed in the Directors' Report in the full Annual Report and
Accounts.
Company Summary
Investment Objective
MUSCIT's investment objective is capital appreciation through investing in
small quoted companies listed on the London Stock Exchange or traded on the
Alternative Investment Market ("AIM") and to achieve relative outperformance of
its benchmark, the FTSE SmallCap (excluding Investment Companies) Index
("SmallCap").
No unquoted investments are permitted.
Investment Policy
The Company seeks to achieve its objective and to diversify risk by investing
in a portfolio of quoted UK smaller companies. At the time of initial
investment, a potential investee company must be profitable and smaller than
the largest constituent of the NSCI, which represents the smallest 10% of the
UK Stock Market by value. At the start of 2012, this was any company below £1.3
billion in size. The Manager focuses on the smaller end of this Index.
In order to manage risk the Manager will normally limit any one holding to a
maximum of 4% of the Company's investments. The portfolio weighting of each
investment is closely monitored to reflect the underlying liquidity of the
particular company. The Company's AIM exposure is also closely monitored by the
Board and is limited to 30% of total investments with Board approval required
for exposure to be above 25%.
The Manager is focused on identifying high quality niche companies operating in
growth markets. This typically leads the Manager to invest in companies that
enjoy high barriers to entry, pricing power, a sustainable competitive
advantage and strong management teams. The portfolio is therefore constructed
on a "bottom up" basis and there are no sectoral constraints placed on the
Manager.
The Board, in consultation with the Manager, is responsible for determining the
gearing strategy of the Company. Gearing is used to enhance returns when the
timing is considered appropriate. The Company currently has a credit facility
of £15 million through ING Bank of which £15 million was drawn as at 31 March
2012. The Board has agreed to limit borrowings to 25% of shareholders' funds.
Benchmark
FTSE SmallCap (excluding Investment Companies) Index ("SmallCap").
Gross Assets
£162,905,000 as at 31 March 2012.
Shareholders' Funds
£146,148,000 as at 31 March 2012.
Market Capitalisation
£116,496,000 as at 31 March 2012.
Capital Structure
As at 31 March 2012 and at the date of this report, the Company had 33,475,958
Ordinary shares of 10p each in issue (of which none were held in Treasury).
Wind up Date
In accordance with the Articles of Association, an Ordinary resolution can be
put to shareholders at an Annual General Meeting to be held after 30 November
2012 to release the Directors from the obligation to convene a General Meeting
in 2014 for the purpose of winding up the Company.
Management Fee
The management fee comprises two components: a fixed fee of 1/12 of 1% of the
gross assets of the Company, payable monthly in arrears, and a performance fee
of 0.1% of the gross assets of the Company for each 1% outperformance (or part
thereof) of the Company's NAV against the SmallCap over the financial year,
subject to a maximum of 0.5% of the gross assets calculated at the end of the
financial year.
Administration and Company Secretarial Fees
The Company Secretary receives an annual fee of £86,000, which is subject to an
annual RPI uplift. The Company ceased to pay VAT on its administration and
company secretarial fees in October 2008.
Sources of Information
All information contained within the Chairman's Statement and the Manager's
Report has been provided by Montanaro Asset Management Limited unless otherwise
noted.
National Storage Mechanism
A copy of the 2012 Annual Report and Accounts will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at: www.hemscott.com/nsm.do.
ENDS
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.