Half-yearly Report
Strategic Equity Capital plc
Half Yearly Report for the period ended 31 December 2009
Key highlights:
- Net asset value per share (`NAV') increased by 33.0% for the six month
period ended 31 December 2009
- The NAV outperformed the FTSE Small Cap ( ex inv companies ) index (`the
Index') which increased by 23.1% during the period
- NAV rose 4.7% in the three months to 31 December 2009 compared to a 7.7%
decline in the Index
- Outperformance achieved with low financial risk, 3 of top 5 contributors to
performance had net cash balance sheets, Company remains ungeared
- Portfolio companies continue to display strong operational momentum
- Proceeds from realisations invested in selected public equity secondary
fundraisings
For further information, please contact:
Capita Sinclair Henderson Limited 01392 477 513
Tracey Brady
SVG Investment Managers Limited 020 7010 8900
Rebekka Lambert/ Adam Steiner
Copies of the press release and other corporate information can be found on
the Company website at: http://www.strategicequitycapital.com
Investment objective
The investment objective of the Company is to achieve absolute returns (i.e.
growth in the value of investments) rather than relative returns (i.e.
attempting to outperform selected indices) over a medium-term period,
principally through capital growth.
Investment Manager's strategy
The Investment Manger, SVG Investment Managers Limited ("SVGIM") employs a
strategy to invest in publicly quoted companies which create value through
strategic, operational and management change. SVGIM follows a practice of
constructive corporate engagement and aims to work with management teams in
order to enhance shareholder value.
The Company's full Investment policy is set out later in this announcement.
Shareholder information
Financial calendar Share dealing NAV
Company's year end Shares can be traded The Company's net asset value
through
30 June your usual stockbroker. is announced weekly to the
London Stock Exchange.
Annual results announced Share register enquires
September The register for the Website
ordinary
shares is maintained by Further information on the
Annual General Meeting Computershare Investor Company can be accessed via
November Services plc. In the the Company's website
event of
queries regarding your www.strategicequitycapital.com
holding,
Company's half year please contact your
Registrars
31 December on 0870 707 1285.
Changes of
name and/or address must
be
Half yearly results notified in writing to
announced the
February Registrar, at the
address below.
Share price Computershare Investor
The Company's Ordinary Services plc
shares
are listed on the London The Pavilions
Stock Exchange. The mid-market Bridgwater Road
price is quoted daily in Bristol BS13 8AE
the Financial Times under `Investment Companies'.
Capital structure
Issued share capital
79,815,974 ordinary shares of 10p each: £7,981,597. At 30 June 2009 the issued
share capital of the Company was 72,626,000 Ordinary shares. Since the year
end the Company has issued 7,189,974 Ordinary shares. The Company has been
incorporated with an indefinite life. All shares have equal voting rights.
Treasury shares
During the period to 31 December 2009 no shares were repurchased by the
Company. At the date of this report the Company's issued share capital
consisted of 79,815,974 Ordinary shares, with total voting rights of
76,770,474 and 3,045,500 Ordinary shares which are held in treasury. Shares
held in treasury have no voting, dividend or other rights and are excluded for
net asset value and return per share calculations.
Financial summary
1 July 2009 to Year to 1 July 2008 to
31 December 2009 30 June 2009 31 December 2008
Total return:
Total return £12,512,000 £(19,361,000) £(25,759,000)
Return per Ordinary share* 16.72p (27.78)p (36.91)p
Revenue:
Net revenue after taxation £101,000 £234,000 £117,000
Revenue return per Ordinary 0.14p 0.34p 0.17p
share*
As at As at As at
31 December 2009 30 June 2009 31 December 2008
Assets (investments valued
at bid-market prices):
Net assets £50,827,000 £34,650,000 £28,252,000
Net asset value ("NAV")per
Ordinary share
- (including current period 66.21p 49.80p 40.60p
revenue)
Middle market quotation:
Ordinary shares 50.75p 36.25p 14.50p
Discount to NAV 23.35% 27.21% (64.29)%
* Returns per Ordinary share are calculated based on 74,845,290 (30 June 2009:
69,682,295 and 31 December 2008: 69,782,429) being the weighted average number
of Ordinary shares, excluding shares held in treasury, in issue throughout the
period.
Investment policy
The Company invests primarily in equity and equity-linked securities quoted on
markets operated by the London Stock Exchange where the Investment Manager
believes the securities are undervalued and could benefit from strategic,
operational or management initiatives. The Company also has the flexibility to
invest up to 20% of the Company's gross assets at the time of investment in
securities quoted on other recognised exchanges.
The Company may meet all calls on its undrawn loan commitment to Strategic
Recovery Fund II ("SRF II") and to Vintage 1 Limited ("Vintage"). Subject
thereto, until such time as all of the undrawn loan commitment to SRF II has
been called or, if earlier, SRF II's investment period has expired, save for
investments pursuant to its commitments to SRF II and Vintage, the Company
will not make any further investments in unquoted securities. Thereafter, the
Company may invest up to 20% of its gross assets at the time of investment in
unquoted securities, provided that, for the purpose of calculating this limit,
any undrawn commitment to Vintage which may still be called shall be deemed to
be an unquoted security.
The maximum investment in any single investee company will be no more than 15%
of the Company's investments at the time of investment.
The Company will not invest more than 10%, in aggregate, of the value of its
total assets at the time the investment is made in other listed closed-end
investment funds provided that this restriction does not apply to investments
in any such funds which themselves have published investment policies to
invest no more than 15% of their total assets in other listed closed-end
investment funds.
Other than as set out above, there are no specific restrictions on
concentration and diversification. The Board does expect the portfolio to be
relatively concentrated, with the majority of the value of investments
typically concentrated in the securities of 10 to 15 issuers across a range of
industries. There is also no specific restriction on the market capitalisation
of issues into which the Company will invest, although it is expected that the
majority of the investments by value will be invested in companies with a
market capitalisation of less than £300 million.
The Company's Articles of Association permit the Board to take on borrowings
of up to 25% of the net asset value at the time the borrowings are incurred
for investment purposes.
Chairman's statement
Introduction
Market conditions proved favourable for the Company in the period
under review. The strong operational performance witnessed by the majority of
portfolio companies continued, leading to a significant number of strong
results and trading announcements and upgrades of earnings expectations by
company analysts. A material number of portfolio companies rallied by more
than 40% over the period, in many cases compounding large increases
experienced in the first half of 2009. Despite increasing signs of stability
within the UK banking sector over the period, there continued to be limited
availability of credit. This was a positive for the Company, as it created a
favourable environment for providers of fresh equity funding to smaller
companies. As a result the Company was able to encourage and participate in a
number of attractively priced fundraisings. This, in conjunction with market
volatility led to a number of new names appearing in the portfolio, and a
slightly higher level of portfolio turnover.
Performance
The period saw an improvement in NAV per share of 33.0% over the
period. This was driven by the continued strong performance of the Company's
largest holdings and in particular the Company's partnership interest in
Strategic Recovery Fund II, which increased in value by more than 100%.
The discount to NAV at which the Company's shares have traded
narrowed from 27.2% to 23.4% over the second half, well below the level of
comparable smaller company activist trusts but still slightly greater than
that of diversified smaller companies trusts.
Discount management
Following the shareholder consultation process of October 2008 the
Board announced that, whilst it will continue to use its share buy-back
authority where it can be applied for the benefit of shareholders as a whole,
it believed it impractical to seek to reduce the discount to 10% or less given
the market conditions at that time.
The Board remains committed to buying back shares when it believes
that this is in the best interests of shareholders as a whole after taking
into account all relevant factors, including alternative uses for any
available cash balances, market conditions and the constraints imposed by
legal and regulatory requirements. The Board reviews its stance on share
buy-backs on a regular basis.
Banking arrangements
The Company currently has a £5 million revolving facility with RBS.
This facility is currently unutilised, and was originally put in place
principally to provide certainty that the Company would be able to meet any
potential commitments to its unlisted investments. The Board has authorised
the Investment Manager to use a proportion of the facility to increase
investment flexibility over the short term.
Strategic Recovery Fund II ("SRF2")
At the time of the Company's acquisition of SRF2 in August 2009
SVGIM was of the opinion that SRF2 was likely to make significant
distributions over the following 12 months, and that it was highly likely that
the remaining undrawn commitment to SRF2 would be predominantly funded through
the proceeds from distributions. The Board is pleased to note that by the
period end the Company had received distributions equivalent to just under 25%
of the undrawn commitment, which were used to fund simultaneous calls on the
undrawn commitment by the same amounts.
Post period-end events
On 15 January 2010 the Company received a distribution of £993,690
from SRF2 and simultaneously paid a call of £993,690 on the undrawn loan
commitment to SRF2. The net effect of this was a reduction in the Company's
outstanding undrawn commitment to SRF2 by 24.5% to £3,066,566. In combination
with the calls funded out of distributions from SRF2 received in the second
half of 2009 this equates to a total reduction in the undrawn commitment of
40% since the acquisition.
Continuation vote
The Board has committed to providing shareholders with an
opportunity to vote on an ordinary resolution to continue the Company at the
annual general meeting of the Company in November 2010. Prior to making a
recommendation with regard to that vote, the Board, in conjunction with its
advisers, will undertake a strategic review of the Company. As part of the
review process, we will consult with shareholders to ascertain their views on
the Company.
Outlook
2009 was a year in which smaller companies materially outperformed
their larger peers, delivering strong absolute returns, and the turbulence in
financial markets created outstanding investment opportunities. Benefitting
from both of these trends the Company experienced a cumulative increase in net
assets per share of 63.1% over 2009.
These facts serve as a timely reminder of the power of well
executed selective investment in undervalued smaller companies.
The Board believes that despite the ongoing economic problems
facing the UK the market environment will remain favourable for the Investment
Manager's approach of investing in undervalued smaller publicly quoted
companies using private-equity based investment techniques and a policy of
constructive corporate engagement for the foreseeable future.
John Hodson
26 February 2010
Investment management report
Investment strategy
Our strategy is to invest in publicly quoted companies which will create value
through strategic, operational and management change. We follow a practice of
constructive corporate engagement and aim to work with management teams in
order to enhance shareholder value. We aim to build a consensus with other
stakeholders, and prefer to work alongside like-minded co-investors as
leaders, followers or supporters. We try to avoid confrontation with investee
companies as we believe that there is strong evidence that overtly hostile
activism generally generates poor returns for investors.
We are long-term investors; we typically aim to hold companies for the
duration of three-year investment plans that include an entry and exit
strategy and a clearly identified route to value creation. The duration of
these plans can be shortened by transactional activity or lengthened by
adverse economic conditions. Before investing we undertake an extensive due
diligence process, assessing market conditions, management and stakeholders.
Our investments are underpinned by valuations, which we derive using private
equity-based techniques. These include a focus on cash flows, the potential
value of the company to trade or financial buyers and the capital structure.
Our typical investee company has a market capitalisation of under £150 million
at the time of initial investment. We believe that smaller companies provide
the greatest opportunity for our investment style as they are relatively
under-researched, often have more limited resources, and frequently can be
more attractively valued.
We believe that this approach, if properly executed, will generate favourable
risk-adjusted returns for shareholders over the long term.
Interim report
As at 31 December 2009, the Company had net assets of £50.8 million (66.21p per share).
This represented an increase of 33.0% over the previous six months, and an
increase of 63.1% over the calendar year.
The second half of 2009 saw a strong recovery in UK stock markets led by
cyclical sectors. The resources, automotive and retail sectors led the charge
as analysts began to upgrade their earnings forecasts at a rate not seen for
several years. After a flat first half the FTSE All Share Index rallied in a
fairly consistent manner to end the year up 29%. The smaller companies market
delivered a more impressive return, rallying 24.8% in the period to finish up
57.7%, but in a more volatile manner falling by 5% in the first quarter and
then rallying by 80% to the end of September, before falling 8% in the last
three months of the year.
The Company outperformed a rising market despite minimal exposure to cyclical
sectors principally because we stuck to our core philosophy of investing in
lowly valued companies across the market cap spectrum where there is a clear
catalyst for change. The Company suffered in 2007/8 because the positive
impact of the operational success of our portfolio companies was completely
overwhelmed by the negative impact of the flight to liquidity and general
markdown of smaller quoted company valuations, alongside the impact of
Entertainment Rights going into administration. In 2009 we benefitted from a
positive "triple-whammy" as our portfolio companies continued to see material
earnings growth, these earnings were significantly re-rated as risk appetites
returned and we were not hit by dilution from balance sheet repair (i.e. we
had minimal exposure to companies that had to raise new equity at steep
discounts to fix their balance sheets). In fact, we largely benefitted from
balance sheet repair through de-gearing as this is a key characteristic we try
to identify in portfolio companies.
This led to some remarkable rallies in share prices; Intec, KCOM, Spirent and
Statpro increased in value by 47.3%, 72.8%, 62.4% and 43.7% over the period to
end the calendar year up 290%, 226%, 181% and 175% respectively. These rallies
were achieved despite modest financial gearing at the company level; in fact,
both Spirent and Intec had net cash balance sheets, and KCOM and Statpro
displayed debt to EBITDA ratios of less than two times. All four companies
enjoyed further earnings upgrades. Thorntons continued to rally from an
oversold position, increasing by 46.8% in the half. The continued strong
performance of these holdings highlights how significant the rewards can be if
our investment strategies can be followed through to conclusion.
Top 5 contributors to performance
Period
Company Cost Realisations Valuation attribution
SRF2 3,764 1,131 7,845 +9.8%
Intec Telecom
Systems 834 5,069 2,141 +6.3%
Spirent
Communications 2,484 170 4,502 +4.7%
Statpro Group 2,599 24 4,207 +3.6%
RPC Group 4,282 179 4,550 +3.4%
There were only three notable negative performers in the period. Redstone
suffered from market concerns regarding its balance sheet strength, although
this was resolved after Gartmore and SVG Investment Managers refinanced the
company's debt. Pinewood Shepperton's share price fell as investors became
less focused on the potential value of the property asset within the company.
Communisis fell following the unexpected departure of its Chief Executive
Officer.
Bottom 5 contributors to performance
Period
Company Cost Realisations Valuation Attribution
Redstone 6,949 - 397 -1.9%
Pinewood-Shepperton 3,038 18 2,191 -1.3%
Communisis 2,884 37 356 -1.0%
Mecom Group 3,208 - 570 -0.4%
Filtronic 562 269 579 -0.1%
Portfolio review
The portfolio remained highly focused, with a total of 24 holdings and with
the top 10 holdings accounting for 76.9% of the portfolio at the end of the
financial period. The portfolio remains predominantly invested in quoted
equities, however the percentage of the portfolio invested in unlisted
securities (including SRF2) increased to 17.5% at the end of the period due to
their strong performance. 4.6% of the portfolio was invested in cash at the
period end.
As detailed in the last annual report, our principal target for the deployment
of new capital in 2009 was attractive secondary fundraisings among smaller
quoted companies. In late 2009, the Company made three new investments in
Allocate, E2V Technologies and Lavendon by participating in new equity
issuance. In the case of Allocate we backed a high quality management team
running a UK market leading business to acquire the equivalent market leader
in the Nordic region. E2V and Lavendon both entered the downturn with higher
gearing than optimal, which has limited their ability to manage the business
as well as causing a material de-rating. We believe that the entry valuation
for the Company's investment is undemanding and that the quantum of the
fundraisings puts both companies back on the front foot. During the early part
of the second half, the investment in KCOM was added to on the basis of a
compelling cash flow valuation. Allocate and E2V are described in the investee
company review below. Lavendon is an equipment rental company specialising in
powered access equipment such as scissor lifts, across the UK, German and
Middle Eastern markets. The company over-geared its balance sheet while
acquiring rival businesses in the UK over the past three years. Following the
credit crunch and downturn in the construction industry, the group initiated a
fundraising to pay down debt. SRF2 made its initial investment during December
2009 via a placing and has subsequently continued to add to its holding in the
market. Funds managed by SVGIM currently hold approximately 7% of the
company's equity.
We took advantage of favourable selling conditions to realise selectively
investments which had reached target prices, most notably Intec, where we have
disposed of two thirds of the stake, equivalent to 1.8x the original total
investment. Including unrealised value, Intec is valued at 2.5x cost. The
position in Ora Capital was fully realised at a 1.6x cost. Ora's management
has nursed its portfolio of early stage companies well through the economic
storm, but capital shortages may lead to dilutive fundraisings for several of
the larger holdings. We also reduced its holding in Renold, as we are
concerned that any growth in shareholder value driven by earnings recovery may
be offset by the company's need to finance its large pension fund deficit. The
Company's investment in Entertainment Rights, currently valued at zero, has
been written off as it appears unlikely that any shareholder value will be
recovered. From this point, we will classify it as a realised investment.
Portfolio as at 31 December 2009 - Sector split
Sector Percentage
Telecoms 8.5
Manufacturing 10.3
Support services 10.7
Technology 34.7
Media 5.4
Net cash 4.6
Retail 6.3
Investment companies 0.7
Leisure 1.2
Unlisted investments 17.5
Portfolio as at 31 December 2009 - Size split (by market capitalisation)
Size Percentage
<£100m 52.9
£100m-£300m 28.7
£300m-£500m 13.8
Net Cash 4.6
Operationally our portfolio companies built on past successes, as the fruits
of strategic plans implemented in previous years delivered operating
improvements and earnings upgrades in 2009. The overall level of gearing of
companies within the portfolio remained well below the market average. Despite
the increase in the overall value of the partnership holdings, the valuation
characteristics of the portfolio remain highly attractive.
Portfolio characteristics as at 31 December 2009
Consensus median portfolio characteristics Strategic Equity Capital
Price/ Earnings ratio 11.6
Dividend yield 1.96%
Price/ Book ratio 0.75X
Price/ Sales ratio 0.5X
SVG cash flow yield* 14.2%
Forecast earnings growth 7.7%
Forecast debt to equity 1.25X
* operating cash less maintenance capital expenditure/ enterprise value
The figures above are all consensus forecasts with the exception of the
Price/ Book and Price/ Sales ratios which are historic.
Source: Factset Portfolio Analysis System
Investee company review
4imprint Group is the fourth largest distributor of promotional products in
the world with an international network of companies in the UK, USA, Hong Kong
and Europe. We have been involved with the company since a change of
management in 2003 and ultimately the appointment of Ken Minton, a member of
our Industry Advisory Panel, as Executive Chairman in 2004. Over the long term
the company has benefitted from a subsequent restructuring of the group. More
recently it has been negatively impacted by the cyclical nature of its
markets. However, it continues to benefit from market share gains in the
United States and there is potential upside from further restructuring. Funds
managed by SVGIM currently hold approximately 20% of the company's equity.
Allocate Software is the leading workforce optimisation software applications
provider for global organisations with large, multi-skilled workforces. It is
the clear European market leader in the healthcare vertical market, where the
compelling return on investment for clients is driving significant growth. It
is also the clear lead provider of optimisation software for the global
offshore and defence markets. A strong management team is focused on
delivering continued profitable growth, maximising the commercial potential of
the product suite. SVG became a major shareholder as part of a placing to fund
the acquisition of its Nordic equivalent, Timecare AB, in December 2009. Funds
managed by SVGIM currently hold approximately 6% of the company's equity.
E2V Technologies is a global market leader in the design and manufacture of
specialist electronic components and low volume/high value and high
reliability semiconductors, predominately for the medical, aerospace, defence
and industrial markets. An ill-timed acquisition in September 2008 funded by
debt left the balance sheet of the business over-stretched as the economic
downturn began. A new Finance Director, well known to SVGIM, was appointed in
May 2009. The management team has acted to raise equity to pay down debt as
well as restructure the UK and French cost base. The Company made its initial
investment during December 2009 via a placing and a deeply discounted rights
issue to refinance the balance sheet, and has subsequently continued to add to
its holding in the market. Funds managed by SVGIM currently hold approximately
7% of the company's equity.
Intec Telecom Systems is a global market leader in interconnect and mediation
software, and retail billing software, for the telecommunications industry.
Following a change of chairman and CEO over the course of 2007 Intec has been
pursuing an operational improvement programme based around cost reduction,
margin improvement and focus on cash flow generation. While the market was
initially slow to recognise the importance of these changes, more recently
Intec has recently seen a dramatic increase in its share price. This
investment is now relatively mature, with a substantial net cash balance
sheet. Funds managed by SVGIM currently hold approximately 4% of the company's
equity.
KCOM Group is a provider of communications solutions to businesses and the
public sector in the UK. It has a very strong regional consumer-based business
based around Hull in East Yorkshire. Following discussions instigated by
shareholders the company announced major changes to its management team in
November 2008. Following further consultation with shareholders the company
has implemented an innovative remuneration package that closely aligns
shareholders and management. Since then, the company has undergone a strategic
review and announced an important network sharing deal with BT Group. We
believe that the positive impact of these and other changes have been
underestimated by the market, and that the valuation of KCOM has significant
further upside. Funds managed by SVGIM currently hold approximately 6% of the
company's equity.
Pinewood Shepperton provides facilities for major national and international
film production, filmed television, studio television recording, the filming
of commercials and post production sound services. It is engaged in "Project
Pinewood", which will expand its operating capacity as well as releasing value
from its substantial property assets. This is a longer term project, but
ultimately should deliver significant returns for shareholders. Funds managed
by SVGIM currently hold approximately 7% of the company's equity.
RPC Group is Europe's leading manufacturer of rigid plastic packaging.
Following lobbying from SVGIM and another shareholder acting in concert the
group has initiated a strategic and operational review and made substantial
changes to its board. The CEO has performed well against RPC's new objectives,
leading to a significant reduction in group debt and ongoing focus on
improving returns on invested capital. While this is a longer term investment
we believe that there is still more for the taking, particularly when taking
into account the improvement in the pricing of its raw materials. Funds
managed by SVGIM currently hold approximately 6% of the company's equity.
StatPro is a rapidly growing provider of asset management software and asset
pricing to the investment industry worldwide. SVG became a major shareholder
after offering to replace the company's banking facilities with Kaupthing with
equity financing following the bank being put into administration by the UK
government. We believe that the company has resilient cash flows and strong
growth characteristics given their potential to move into new areas, and that
these characteristics are not yet properly valued by the market when compared
to precedent transactions in the industry. Funds managed by SVGIM currently
hold approximately 7% of the company's equity.
Spirent Communications is a global market leader in test solutions for
telecommunication companies and their suppliers. In December 2006 SVGIM voted
alongside other shareholders at an EGM to reconstitute the company's board,
and ultimately appoint Ed Bramson as Chairman. Under his leadership the
company has instituted a strategic review and materially increased the
profitability of the business. This has led to a material increase in the
company's share price. This investment is also relatively mature. Funds
managed by SVGIM currently hold approximately 2% of the company's equity.
Thorntons is a retailer and manufacturer of confectionary. SVGIM made the
investment in the company following the appointment of John Von Sprekelsen as
Chairman. John and his team subsequently initiated a plan based on increasing
turnover by increasing branded sales to multiple retailers thus increasing
manufacturing volumes and enhancing margins. Since our investment key
performance indicators are ahead of plan despite various hurdles, such as the
insolvency of Woolworths and Birthdays', both of whom were customers. The
company's share price was hit following concerns over Christmas trading but
has subsequently rebounded as trading has improved and it remains highly cash
generative. Funds managed by SVGIM currently hold approximately 11% of the
company's equity.
Outlook
Following such a strong performance in 2009 many investors may be questioning
whether the UK stock market has much steam left in it, particularly in the
smaller companies' arena. These worries are thrown into even sharper relief
by the difficult economic conditions that the UK market continues to face,
including an overleveraged consumer sector, a significant fiscal deficit,
political uncertainty and an impaired financial sector.
While we believe that the economic outlook for the UK will be difficult,
possibly for far longer than the markets currently expect, we do not see this
as holding back equity investors, particularly those making stock specific
investment decisions. Our engagement with the UK small cap corporate finance
community has generated, and continues to generate, a good number of quality
investment situations and we are hopeful of making one or two new investments
over the coming months. Meanwhile, the portfolio remains in good health,
evidenced by its strong cash flow yield and limited gearing.
Value creation for investors in public companies is typically driven by four
main factors, namely Earnings Growth, Re-Rating, Degearing and Corporate activity.
All of these drivers appear to be positive for 2010 in the UK market.
UK corporate earnings are currently being upgraded by analysts at the fastest
rate for five years as companies reap the benefit of the cost cutting exercises
conducted over the last two years. The outlook for re-rating is less clear
on a market-wide basis, as equities look around fair value to slightly cheap
on most long term measures. However, compared to most other asset classes,
in particular government debt, equities look exceptionally good value.
Investor flows into smaller companies funds have turned positive for the
first time in a decade and if this reallocation of capital gathers momentum
it should provide a significant boost to the asset class. The cash flow yield
on UK equities is looking exceptionally good at the moment, as the low growth
environment and poor availability of credit forces companies to channel their
cash flows towards balance sheet repair rather than capital expenditure.
As a result there is a very strongly positive degearing impact on UK companies
at present. Finally the weakness of sterling and the re-emergence of private
equity firms both point to an increase in M&A in 2010. With the four drivers
of equity return pointing in the right direction there is good reason to be
optimistic on the outlook for equities in 2010.
SVG Investment Managers Limited
26 February 2010
All statements of opinion and/or belief contained in this Investment Manager's
report and all views expressed and all projections, forecasts or statements
relating to expectations regarding future events or the possible future
performance of the Company represent SVG Investment Managers Limited's own
assessment and interpretation of information available to it as the date of
this report. As a result of various risks and uncertainties, actual events or
results may differ materially from such statements, views, projections or
forecasts. No representation is made or assurance given that such statements,
views, projections or forecasts are correct or that the objectives of the
Company will be achieved.
Top 10 holdings
% of
invested
% of
portfolio invested
at portfolio
at
Cost Valuation 31
Sector December 30 June % of net
Company Classification Date of first investment £'000 £'000 2009 2009 assets
Strategic Recovery Fund II Unlisted Jul 2009 3,764 7,845 16.19 - 15.44
RPC Group Manufacturing Feb 2007 4,282 4,550 9.39 11.49 8.95
Spirent Communications Telecoms Aug 2006 2,484 4,502 9.29 9.06 8.86
Statpro Group Technology May 2007 2,599 4,027 8.31 8.70 7.92
E2V Technologies Technology Oct 209 3,309 4,012 8.28 - 7.89
KCOM Group Telecoms May 2007 2,920 3,928 8.10 4.20 7.73
Thornton's Retail Sep 2006 4,264 3,208 6.62 6.79 6.31
4imprint Group Support services Feb 2006 4,885 2,421 4.99 6.67 4.77
Allocate Software Technology Dec 2009 1,980 2,376 4.90 - 4.68
Pinewood Shepperton Media Oct 2005 3,038 2,191 4.52 8.28 4.31
33,525 39,060 80.59 55.19 76.86
* The valuation of Strategic Recovery Fund II Limited is provided by the fund
manager based on underlying asset valuations as at 31 December 2009.
Interim management report
The important events that have occurred during the period under
review are set out in the Investment management report, which also includes
the key factors influencing the financial statements.
The Directors do not consider that the principal risks and
uncertainties have changed since the publication of the annual report for the
year ended 30 June 2009. The principal risks are set out on pages 12 to 14 of
the annual report which is available at http://www.strategicequitycapital.com.
Responsibility statement
The Directors confirm that to the best of their knowledge:
â— the condensed set of financial statements has been prepared in
accordance with the Statement on Half Yearly Financial Reports
issued by the UK Accounting Standards Board;
â— the interim management report includes a fair review of the
information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months
of the current financial year and that have materially affected
the financial position or performance of the entity during that
period; and any changes in the related party transactions
described in the last annual report that could do so.
This Half Yearly Report was approved by the Board of Directors on 26 February
2010 and the above responsibility statement was signed on its behalf by John
Hodson, Chairman.
Statement of comprehensive income
for the 6 month period ended 31 December 2009
6 month period ended Year ended 6 month period ended
31 December 2009 30 June 2009 31 December 2008
unaudited audited unaudited
Revenue Capital Total Revenue Capital Total Revenue Capital Total
return return return return return return
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Investments
Gains/(losses) on
investments at
fair value through
profit or loss - 12,411 12,411 - (19,592) (19,592) - (25,876) (25,876)
Exchange losses - - - - (3) (3) - - -
Net investment
result - 12,411 12,411 - (19,595) (19,595) - (25,876) (25,876)
Income
Dividends 553 - 553 936 - 936 516 - 516
Interest 14 - 14 50 - 50 14 - 14
Underwriting
commission 24 - 24 - - - - - -
Total income 2 591 - 591 986 - 986 530 - 530
Expenses
Investment
Manager's fee 9 (185) - (185) (359) - (359) (208) - (208)
Other expenses 3 (300) - (300) (361) - (361) (183) - (183)
Total expenses (485) - (485) (720) - (720) (391) - (391)
Net return/(loss)
before finance
costs and taxation 106 12,411 12,517 266 (19,595) (19,329) 139 (25,876) (25,737)
Finance costs
Interest payable (5) - (5) (32) - (32) (22) - (22)
Total finance costs (5) - (5) (32) - (32) (22) - (22)
Net return/
(loss) before
taxation 101 12,411 12,512 234 (19,595) (19,361) 117 (25,876) (25,759)
Taxation 11 - - - - - - - - -
Net return/(loss)
and total
comprehensive
income for the period 101 12,411 12,512 234 (19,595) (19,361) 117 (25,876) (25,759)
Returns per Ordinary share pence pence pence pence pence pence pence pence pence
- Basic and diluted 5 0.14 16.58 16.72 0.34 (28.12) (27.78) 0.17 (37.08) (36.91)
The total column of this statement is the Statement of comprehensive income of
the Company. All items in the above statement derive from continuing
operations. These accounts are unaudited and are not the Company's statutory
accounts. These accounts have been prepared under International Financial
Reporting Standards, and in accordance with the accounting policies.
Statement of changes in net equity
for the 6 month period ended 31 December 2009
Share
Share premium Special Capital Revenue
capital account reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
For the 6 month period ended
31 December 2009
1 July 2009 7,262 2,070 60,398 (35,687) 607 34,650
Return for the year - - - 12,411 101 12,512
Dividend paid - - - - (230) (230)
New shares issued in the period 719 3,176 - - - 3,895
30 June 2010 7,981 5,246 60,398 (23,276) 478 50,827
For the year to 30 June 2009
1 July 2008 7,262 2,070 61,238 (16,092) 373 54,851
(Loss)/return for the year - - - (19,595) 234 (19,361)
Ordinary shares purchased and held in treasury - - (840) - - (840)
30 June 2009 7,262 2,070 60,398 (35,687) 607 34,650
For the 6 month period ended 31 December 2008
1 July 2008 7,262 2,070 61,238 (16,092) 373 54,851
(Loss)/return for the period - - - (25,876) 117 (25,759)
Ordinary shares purchased and held in treasury - - (840) - - (840)
31 December 2008 7,262 2,070 60,398 (41,968) 490 28,252
These accounts have been prepared under International Financial Reporting
Standards, and in accordance with the accounting polices as set out in note
1.3 below.
Balance sheet
as at 31 December 2009
As at As at As at
31 December 30 June 31 December
unaudited audited unaudited
2009 2009 2008
£'000 £'000 £'000
Non-current assets
Investments at fair value through profit or loss 48,470 32,230 27,514
Current assets
Other receivables 164 105 174
Cash and cash equivalents 2,350 2,457 793
2,514 2,562 967
Total assets 50,984 34,792 28,481
Current liabilities
Other payables 157 142 229
157 142 229
Total assets less current liabilities 50,827 34,650 28,252
Net assets 50,827 34,650 28,252
Represented by:
Shareholders' equity
Share capital 7,981 7,262 7,262
Share premium account 5,246 2,070 2,070
Special reserve 60,398 60,398 60,398
Capital reserve (23,276) (35,687) (41,968)
Revenue reserve 478 607 490
Total shareholders' equity 50,827 34,650 28,252
Net asset value per share pence pence pence
Basic and diluted 66.21 49.80 40.60
Shares in issue Number number number
Ordinary shares (excluding shares held in treasury) 76,770,474 69,580,500 69,580,500
These accounts have been prepared under International Financial Reporting
Standards, and in accordance with the accounting policies.
The half yearly financial information was approved by the Board of Directors
and authorised for issue on 26 February 2010. It was signed on behalf of the
Board by
J Hodson
Chairman
26 February 2010
Statement of cash flows
for the 6 month period ended 31 December 2009
6 month 6 month
period ended Year ended period ended
31 December 30 June 31 December
2009 2009 2008
unaudited audited unaudited
£'000 £'000 £'000
Operating activities
Net return/(loss) before finance costs and taxation 12,517 (19,329) (25,737)
Adjustment for (gains)/losses on investments (12,411) 19,592 25,876
Interest paid (5) (32) (22)
Operating cash flows before movements in working capital 101 231 117
(Increase)/decrease in receivables (12) 647 674
Increase/(decrease) in payables 11 (77) (75)
Purchases of portfolio investments (11,089) (6,900) (5,349)
Sales of portfolio investments 11,112 6,463 3,333
Net cash inflow/(outflow) from operating activities 123 364 (1,300)
Financing activities
Equity dividend paid (230) - -
Purchase of treasury shares - (840) (840)
Net cash outflow from financing activities (230) (840) (840)
Decrease in cash and cash equivalents for period (107) (476) (2,140)
Cash and cash equivalents at start of period 2,457 2,933 2,933
Cash and cash equivalents at 31 December 2009 2,350 2,457 793
These accounts have been prepared under International Financial Reporting
Standards, and in accordance with the accounting policies.
Notes to the half yearly report
for the 6 month period ended 31 December 2009
1.1 Corporate information
Strategic Equity Capital plc is a public limited company incorporated and
domiciled in the United Kingdom, registered in England and Wales under the
Companies Act 2006 whose shares are publicly traded. The Company is registered
as a public limited company and is an investment company as defined by Section
833 of the Companies Act 2006.
The Company carries on business as an investment trust within the meaning of
Section 842 of the Income and Corporation Taxes Act 1988.
1.2 Basis of preparation/statement of compliance
The condensed interim financial statements of the Company have been prepared
in accordance with using International Accounting Standards (`IAS') 34,
`Interim financial reporting' issued by the International Accounting Standards
Board (as adopted by the EU), they do not include all the information required
for a full report and financial statements and should be read in conjunction
with the report and financial statement of the Company for the year ended 30
June 2009, which have been prepared in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the EU.
The condensed interim financial statements do not comprise Statutory Accounts
within the meaning of Section 434 of the Companies Act 2006. Statutory
Accounts for the year ended 30 June 2009 were approved by the Board of
Directors on 30 September 2009 and delivered to the Registrar of Companies.
The report of the Auditors on those Financial Statements was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under Section 498 of the Companies Act 2006.
Convention
The financial statements are presented in Sterling, being the currency of the
primary environment in which the Company operates, rounded to the nearest
thousand.
1.3 Accounting policies
Except as described below,the same accounting policies, presentation and
method of computation used in these condensed financial statements are
consistent with those used in the preparation of the financial statements for
the year ended 30 June 2009.
IAS 1 (revised), `Presentation of financial statements'.
The revised standard prohibits the presentation of items of income and
expenses (that is, `non-owner changes in equity') in the statement of changes
in equity, requiring non-owner changes in equity to be presented separately
from owner changes in equity.
All non-owner changes in equity are required to be shown in a performance
statement, but entities can choose whether to present one performance
statement (the statement of comprehensive income) or two statements (the
income statement and statement of comprehensive income).
IFRS 7 (amendment) `Financial instruments: Disclosures'.
The amendment requires enhanced disclosures about fair value measurement and
liquidity risk. In particular, the amendment requires disclosure of fair value
measurements by level of a fair value measurement hierarchy. The adoption of
the amendment results in additional disclosures but does not have an impact on
the Fund's financial position or performance.
IFRS 8, `Operating segments'.
IFRS 8 replaces IAS 14, `Segment reporting'. It requires a `management
approach' under which segment information is presented on the same basis as
that used for internal reporting purposes.
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker has been identified as the Board.
The Board is of the opinion that the Company is engaged in a single segment of
business, being an investment business, accordingly a segmental reporting note
is not presented.
1.4 New standards and interpretations not applied
The following new standards, amendments and interpretations are mandatory for
the first time for financial years beginning on or after 1 January 2009 or
later periods, but are not currently relevant for the Company.
International Accounting Standards (IAS/IFRS) Effective date
IAS 23 Amendment - Borrowing costs 1 January 2009
IAS 27 Consolidated and separate financial statements 1 July 2009
(revised)
IAS 32 Amendment - Puttable financial instruments and 1 January 2009
obligations existing on liquidation
IAS 39 Amendment - Eligible hedge items 1 July 2009
IFRS 2 Amendment - Share based payments: vesting 1 January 2010
conditions and cancellations
IFRS 3 Business combinations (revised) 1 July 2009
International Financial Reporting Interpretations
Committee (IFRIC)
IFRIC 17 Distributions of non-cash assets to owners 1 July 2009
IFRIC 18 Transfers of assets from customers 1 July 2009
2. Income
31 December 2009 30 June 2009 31 December
2008
£'000 £'000 £'000
Income from investments:
UK dividend income 553 936 516
Convertible bond income - (9) (9)
Liquidity fund income 14 32 21
567 959 528
Other income:
Bank interest receivable - 3 2
Underwriting commission 24 - -
Other interest income - 24 -
24 27 2
591 986 530
Total income comprises:
Dividends 567 936 516
Interest - 50 14
Underwriting commission 24 - -
591 986 530
Income from investments:
Listed UK 553 927 507
Listed overseas 14 32 21
567 959 528
3. Other expenses
6 month period ended Year ended 6 month period ended
31 December 2009 30 June 2009 31 December 2008
unaudited audited unaudited
Revenue Capital Revenue Capital Revenue Capital
return return Total return return Total return return Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Secretarial
service 39 - 39 68 - 68 39 - 39
Auditors'
remuneration
for:
audit
services 12 - 12 21 - 21 11 - 11
Directors'
remuneration 41 - 41 78 - 78 40 - 40
Other
expenses 75 - 75 194 - 194 93 - 93
Action by
Shareholders 133 - 133 - - - - - -
300 - 300 361 - 361 183 - 183
4. Dividend
For the year to 30 June 2009 the Company declared a final dividend of 0.30p
per Ordinary share on 76,770,474 shares, amounting to £230,311 (30 June 2008:
nil). The dividend was paid on 13 November 2009 to shareholders on the
register at 16 October 2009.
5. Return per Ordinary share
6 month period ended Year ended 6 month period ended
31 December 2009 30 June 2009 31 December 2008
Revenue Capital Revenue Capital Revenue Capital
return return Total return return Total return return Total
pence pence pence pence pence pence pence pence pence
Return per
Ordinary
share -
basic and
diluted 0.14 16.58 16.72 0.34 (28.12) (27.78) 0.17 (37.08) (36.91)
Returns per Ordinary share are calculated based on 74,845,290 (30 June 2009:
69,782,429 and 31 December 2008: 69,782,429) being the weighted average number
of Ordinary shares, excluding shares held in treasury, in issue throughout the
period.
6. Investments
31 December 2009
£'000
Investment portfolio summary:
Listed investments at fair value through profit or loss 39,592
Unlisted investments at fair value through profit or loss 8,878
48,470
Listed Unlisted 31 December
2009
£'000 £'000 £'000
Analysis of investment portfolio
movements:
Opening book cost 66,103 514 66,617
Opening Investment holding (34,904) 517 (34,387)
(losses)/gains
Opening valuation 31,199 1,031 32,230
Movements in the year:
Purchase at cost 9,868 5,119 14,987
Sales - proceeds (10,003) (1,155) (11,158)
- realised (losses)/gains on sales (8,605) 13 (8,592)
Increase in unrealised appreciation 17,133 3,870 21,003
Closing valuation 39,592 8,878 48,470
Closing book cost 57,363 4,491 61,854
Closing unrealised depreciation (17,771) 4,387 (13,384)
39,592 8,878 48,470
A list of the top ten portfolio holdings by their aggregate market values is
given in the Investment management report.
31 December 2009
£'000
Analysis of capital gains:
Realised losses on sales (8,592)
Foreign exchange losses -
Movement in unrealised appreciation 21,003
12,411
The Company adopted the amendment to IFRS 7, effective 1 January 2009, which
requires the Company to classify fair value measurements using a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy has the following levels:
- Quoted prices (unadjusted) in active markets for identical assets or
liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable
for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) (level 2).
- Inputs for the asset or liability that are not based on observable market
data (that is, unobservable inputs) (level 3).
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement in its entirety. For
this purpose, the significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses observable
inputs that require significant adjustment based on unobservable inputs, that
measurement is a level 3 measurement. Assessing the significance of a
particular input to the fair value measurement in its entirety requires
judgement, considering factors specific to the asset or liability.
The determination of what constitutes `observable' requires significant
judgement by the Company. The Company considers observable data to investments
actively traded in organised financial markets, fair value is generally
determined by reference to Stock Exchange quoted market bid prices at the
close of business on the Balance sheet date, without adjustment for
transaction costs necessary to realise the asset.
The following table analyses within the fair value hierarchy the Fund's
financial assets and liabilities (by class) measured at fair value at 31
December 2009.
Financial instruments at fair value through profit and loss
Level 1 Level 2 Level 3 Level 4
£'000 £'000 £'000 £'000
Equity investments 39,592 7,845 1,033 48,470
39,592 7,845 1,033 48,470
Investments whose values are based on quoted market prices in active markets,
and therefore classified within level 1, include active listed equities. The
Company does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be
active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified
within level 2. As level 2 investments include positions that are not traded
in active markets and/or are subject to transfer restrictions, valuations may
be adjusted to reflect illiquidity and/or non-transferability, which are
generally based on available market information.
Investments classified within level 3 have significant unobservable inputs.
Level 3 instruments include private equity as observable prices are not
available for these securities, the Fund has used valuation techniques to
derive the fair value. In respect of unquoted instruments, or where the market
for a financial instrument is not active, fair value is established by using
recognised valuation methodologies, in accordance with International Private
Equity and Venture Capital ("IPEVC") Valuation Guidelines. New investments are
initially carried at cost, for a limited period, being the price of the most
recent investment in the investee. This is in accordance with IPEVC Guidelines
as the cost of recent investments will generally provide a good indication of
fair value. Fair value is the amount for which an asset could be exchanged
between knowledgeable, willing parties in an arm's length transaction.
There were no transfers between levels for the period ended 31 December 2009.
The following table presents the movement in level 3 instruments for the
period ended 31 December 2009 by class of financial instrument.
Equity Total
investments
£'000 £'000
Opening balance 1,031 1,031
Purchases - -
Sales - -
Total gains for the year included in the
Statement of comprehensive income
2 2
Closing balance 1,033 1,033
7. Share capital
31 December
2009
£'000
Authorised:
120,000,000 Ordinary shares at 10p each 12,000
Number £'000
Allotted, called up and fully paid:
At 1 July 2009 72,626,000 7,262
New shares issued 7,189,974 719
At 31 December 2009 79,815,974 7,981
8. Own shares held in treasury
During the period ended 31 December 2009 no shares were repurchased by the
Company. At 31 December 2009 the Company held 3,045,500 shares in treasury for
a consideration of £1,884,000.
9. Investment Manager's fee
A basic management fee is payable to the Investment Manager at the annual rate
of 1% of the adjusted Net Asset Value (`NAV') of the Company. Following the
acquisition of SRF2 calculation of the basic management fee was adjusted as
the Investment Manager is appointed to act as investment manager to both the
Company and SRF2. In order to avoid double charging of basic management fees
payable to the Investment Manager, by the company, the NAV of the Company is
reduced by the aggregate of the value of the Company's Limited Partnership
Interest in SRF2 and the amount of the Company's undrawn loan commitment to
SRF2. The basic management fee accrues daily and is payable quarterly in
arrears.
10. Investment Manager's performance fee
The Investment Manager will be entitled to a performance fee in certain
circumstances. This fee is payable by reference to the increase in adjusted
NAV per share over the course of a `performance period'. The first performance
period ended on 30 June 2007; each subsequent performance period is a period
of six months. The Investment Manager will become entitled to a performance
fee is respect of a performance period only if two criteria are met.
First, a performance hurdle test must be met. The performance hurdle is the
amount by which the adjusted NAV per share at the end of the relevant
performance period exceeds a target adjusted NAV per share for that
performance period of an amount equal to the NAV per share on the date of
admission, increased at a rate of 7% per annum on a compounding basis.
The second test to be met (a `high watermark' test) is that the adjusted NAV
per share at the end of the relevant performance period is higher than the
highest previously recorded adjusted NAV per share at the end of a performance
period in relation to which a performance fee was earned (or if no performance
fee has been earned since admission, is higher than the NAV per share on the
date of admission).
If the performance hurdle is met, and the high watermark exceeded, the
performance fee will be an amount equal to 15% of the increase in the adjusted
NAV per share of the time weighted average of the total number of shares in
issue since the performance period in respect of which a performance fee was
last earned (or since admission, if no performance fee has yet been earned).
Payment of a performance fee that has been earned will be deferred to the
extent that making payment would cause the performance hurdle or high
watermark not to be met - amounts deferred will be payable when, and to the
extent that, following any later performance period(s) with respect to which a
performance fee is payable, it is possible to pay the deferred amounts without
causing the performance hurdle or high watermark not to be met.
During the period ended 31 December 2009 no performance was payable.
11. Taxation
The tax charge for the half year is £nil (30 June 2009 £nil; 31 December 2008:
£nil) based on an estimated effective tax rate of 0% for the year ending 30
June 2010. The estimated effective tax rate is 0% as investment gains are
exempt from tax owing to the Company's status as an Investment Company and
there is expected to be an excess of management expenses over taxable income.
12. Capital commitments and contingent liabilities
The Company has a commitment to invest €2,160,000 in Vintage I and £4,060,000
in SRF2.
Since the period end SRF2 made a call of £994,000, which was funded via a
retained distribution, resulting in a reduction of the Company's outstanding
commitment to £3,066,000.
13. Related party transactions
The Investment Manager: SVG Investment Managers Limited ("SVGIM") is regarded
as a related party of the Company. The Investment Manager may draw upon advice
from the Industry Advisory Panel ("IAP") of which Sir Clive Thompson, a
Director of the Company, is a member. The IAP was established to provide
advice to SVGIM in relation to the strategy, operations and management of
potential investee companies.
The amounts paid to SVGIM, in respect of management fees, during the period to
31 December 2009 was £184,000 (30 June 2009: £359,000 and 31 December 2008:
£208,000), of which £96,000 (30 June 2009: £83,000 and 31 December 2008:
£81,000) was outstanding at 31 December 2009. In June 2009 SVGIM entered into
a Commission Sharing Arrangement with four executing brokers. Under this
arrangement the amount of commission received by SVGIM in relation to trading
activities carried out on behalf of the Company for the period to 31 December
2009 was £5,000 (30 June 2009 and 31 December 2008: £nil).
Directors & advisers
Directors Registrar and transfer Auditors
office
J Hodson* Computershare Investor Ernst & Young LLP
Services plc
Sir Clive M Thompson The Pavilions 1 More London
Place
J E Cornish* Bridgwater Road London
M C Phillips* Bristol BS13 8AE SE1 2AF
I Dighé* (appointed on 13 Shareholder enquiries: 0870
November 2009) 707 1285
* Independent of the
Investment Manager
Investment Manager Broker Solicitors
SVG Investment Managers Canaccord Adams Limited Slaughter and May
Limited
61 Aldwych Cardinal Place, 7th Floor One Bunhill Row
London WC2B 4AE 80 Victoria Street London
London SW1E 5JL EC1Y 8YY
Secretary and registered
office
Capita Sinclair Henderson Stephenson Harwood
Limited
- trading as Capita Financial One, St Paul's
Group -
Specialist Fund Services Custodian Churchyard
Beaufort House HSBC Global Services London EC4M 8SH
51 New North Road Level 27
Exeter EX4 4EP 8 Canada Square
Enquiries: 01392 477 513 London E14 5HQ
An investment company as defined under Section 833 of the Companies Act 2006.
REGISTERED IN ENGLAND No. 5448627
A member of the Association of Investment Companies.