Interim Results
Edinburgh Small Companies Trust plc
14 February 2007
EDINBURGH SMALL COMPANIES TRUST PLC
Edinburgh Small Companies Trust plc, the investment trust with an investment
objective to achieve long term capital growth by investment in UK quoted smaller
companies, announces its interim results for the six months ended 31 December
2006.
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2006
- Net asset value per share increased by 22.4% to 144.9 pence
- Share price rose by 16.3% to 118.0 pence
- The Trust's benchmark, the Extended Hoare Govett Smaller Companies Index
(excluding Investment Companies) increased by 18.7%
- Smaller companies markets continue to offer attractive investment
opportunities in under-researched companies that are often over-looked by
mainstream investors
-END-
For further information, please contact:
Brian Simmons
Press Manager, Standard Life Investments Tel. 0131 245 5935
Harry Nimmo
Head of UK Smaller Companies, Standard Life Investments Tel. 0131 245 6811
Gordon Humphries
Head of Investment Companies, Standard Life Investments Tel. 0131 245 2735
Please note that past performance is not necessarily a guide to the future and
that the value of investments and the income from them may fall as well as rise.
Investors may not get back the amount they originally invested.
EDINBURGH SMALL COMPANIES TRUST
Extracts from Chairman's Statement
I should like to take this opportunity to thank shareholders for their continued
support of the Trust. As previously announced on 9 November 2006, the Trust's
Tender Offer was successful and the positive result reflects confidence in the
Manager, Standard Life Investments, and the improved investment performance of
the Trust since their appointment in September 2003.
Tender offer
As a result of the Tender Offer to shareholders outlined in the Circular dated
11 October 2006, the Trust repurchased, at a cost of 115.9513 pence per ordinary
share, 32.6m or 48.4% of the outstanding ordinary shares in issue to leave 34.8m
ordinary shares in issue. Of the 3,028,972 warrants in issue prior to the
tender offer, 117,791 were repurchased at a cost per warrant of 16.59 pence
under the Warrant Offer. At the same time, £9.1m of the £18.7m of outstanding
7.75% 2023 debenture stock was redeemed early, pro-rata to the proportion of
ordinary shares tendered, at a total cost of £137.047 per £100 nominal.
Performance
I am delighted to report that the Trust has continued to outperform against its
benchmark over this latest reporting period for the six months ended 31 December
2006 despite the distraction of the recent corporate event. The net asset value
per share (undiluted with debt at par value) of the Trust increased by 22.4% to
144.9 pence per share while the price per share rose by 16.3% to 118.0 pence.
This compares to an 18.7% increase in the Trust's benchmark, the Extended Hoare
Govett Smaller Companies Index (excluding Investment Trusts) over the period.
The Manager has also delivered excellent investment returns over the three years
ended 31 December 2006, with the net asset value having increased by 114.6%
compared to a rise in the benchmark of 90.0%.
The Trust continues to benefit from the Manager's disciplined investment process
and positive stock selection. Interest in smaller companies increased over the
period as investors became more confident on the back of stronger UK economic
data, a reduction in the oil price, buoyant merger and acquisition activity and
encouraging earnings announcements from smaller companies.
Gearing
The Manager has been given discretion to vary the level of the net gearing
between 0% and 20% depending on their view on the outlook for smaller companies.
The level of gearing over the reporting period ranged from 0% to 12%. Actual
gearing as at 31 December 2006 stood at 12% and reflects the Manager's positive
outlook for the portfolio. Currently £9.6m of the 7.75% 2023 debenture stock is
outstanding following the re-purchase of £9.1m as part of the Tender Offer.
Discount
Following the successful Tender Offer the Board has now implemented a discount
management policy. As at 31 December 2006 the discount to net asset value was
10.5% with the debenture valued at its repayment price in calculating the net
asset value. The Board intends to seek annual share buy back authorities to
repurchase shares, subject to its discretion and under normal market conditions,
with a view to limiting to 5% the discount to net asset value where the
debenture stock is valued at its repayment price.
Earnings and dividend
The revenue loss per ordinary share was 0.22 pence for the period compared to a
revenue return of 0.22 pence for the six months ended 31 December 2005. As in
previous years no interim dividend is payable.
Warrants
A total of 2,261 warrants were exercised and an equivalent number of ordinary
shares issued on 1 October 2006.
Marketing
As part of the Manager's increased marketing activities at the time of the
Tender Offer, a number of new shareholders bought shares in the Trust and a
number of existing shareholders increased their investment. The Trust now has a
more diversified and less concentrated shareholder base. The Board warmly
welcomes all new shareholders and thanks all shareholders who increased their
holdings. The high level of marketing activities will continue through 2007 with
particular focus upon private client managers as well as institutional
investors. The Board is encouraged that the Manager has now incentivised their
sales force to sell investment trusts on a similar basis to their successful
range of open ended investment companies. The Manager will also be increasing
their efforts promoting their range of investment trusts to direct retail
investors through their Share Plan and ISA/PEP plans. Further details about
both of these products may be found online at www.sli.co.uk/its.
Prospects
The long term investment prospects for smaller companies remain attractive
despite valuations being less compelling than they were a few years ago. The
current valuation of smaller companies is fully justified by their superior
growth prospects and the benign outlook for the economy. The Board is confident
that shareholders will continue to benefit from the Manager's risk-controlled
investment process that focuses on companies with proven business models
Donald MacDonald
Chairman
13 February 2007
INCOME STATEMENT
Six months ended 31 December 2006
(unaudited)
Revenue Capital Total
£'000 £'000 £'000
Realised gains on investments - 15,588 15,588
Unrealised (losses)/gains on investments - (2,058) (2,058)
Currency (losses)/gains - (3) (3)
_________ _________ _________
Total capital gains on investments - 13,527 13,527
Income 1,027 - 1,027
Investment management fee (192) (192) (384)
Tender Offer expenses (245) (245) (490)
Other corporate expenses (328) - (328)
Other administrative expenses (181) - (181)
_________ _________ _________
Net return before finance costs and taxation 81 13,090 13,171
Premium on repayment of Debenture Stock - (3,355) (3,355)
Finance costs (204) (198) (402)
_________ _________ _________
Return on ordinary activities before taxation (123) 9,537 9,414
Taxation (3) - (3)
_________ _________ _________
Return on ordinary activities after taxation (126) 9,537 9,411
_________ _________ _________
Return per Ordinary share (pence): (0.22) 16.39 16.17
_________ _________ _________
The total column of this statement represents the profit and loss account of the
Company.
The Company had no recognised gains or losses other than those recognised in the
Income Statement.
All revenue and capital items in the above statement derive from continuing
operations.
_______________________________________________________________________________________
Six months ended 31 December 20
(unaudited)
Revenue Capital Total
£'000 £'000 £'000
Realised gains on investments - 3,188 3,188
Unrealised (losses)/gains on investments - 8,189 8,189
Currency (losses)/gains - - -
_________ _________ _________
Total capital gains on investments - 11,377 11,377
Income 806 - 806
Investment management fee (178) (178) (356)
Tender Offer expenses - - -
Other corporate expenses - - -
Other administrative expenses (123) - (123)
_________ _________ _________
Net return before finance costs and taxation 505 11,199 11,704
Premium on repayment of Debenture Stock - - -
Finance costs (355) (355) (710)
_________ _________ _________
Return on ordinary activities before taxation 150 10,844 10,994
Taxation - - -
_________ _________ _________
Return on ordinary activities after taxation 150 10,844 10,994
_________ _________ _________
Return per Ordinary share (pence): 0.22 16.09 16.31
_________ _________ _________
_______________________________________________________________________________________
Year ended 30 June 2006
(audited)
Revenue Capital Total
£'000 £'000 £'000
Realised gains on investments - 7,885 7,885
Unrealised (losses)/gains on investments - 14,726 14,726
Currency (losses)/gains - 3 3
_________ _________ _________
Total capital gains on investments - 22,614 22,614
Income 1,808 - 1,808
Investment management fee (393) (393) (786)
Tender Offer expenses - - -
Other corporate expenses - - -
Other administrative expenses (362) - (362)
_________ _________ _________
Net return before finance costs and taxation 1,053 22,221 23,274
Premium on repayment of Debenture Stock - - -
Finance costs (709) (709) (1,418)
_________ _________ _________
Return on ordinary activities before taxation 344 21,512 21,856
Taxation (1) - (1)
_________ _________ _________
Return on ordinary activities after taxation 343 21,512 21,855
_________ _________ _________
Return per Ordinary share (pence): 0.51 31.91 32.42
_________ _________ _________
_______________________________________________________________________________________
BALANCE SHEET
As at As at As at
31 December 2006 31 December 2005 30 June 2006
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Investments at fair value through profit or loss 55,795 78,817 82,393
_________ _________ _________
Current assets
Debtors and prepayments 6,150 357 705
AAA Money Market funds 3,351 8,110 10,200
Cash and short term deposits 1,867 992 5,912
_________ _________ _________
11,368 9,459 16,817
_________ _________ _________
Creditors: amounts falling due within one year
Other creditors (7,127) (593) (681)
_________ _________ _________
Net current assets 4,241 8,866 16,136
_________ _________ _________
Total assets less current liabilities 60,036 87,683 98,529
Creditors: amounts falling due after more than one year (9,908) (19,248) (19,233)
_________ _________ _________
Net assets 50,128 68,435 79,296
_________ _________ _________
Capital and reserves
Called-up share capital 8,694 16,851 16,851
Share premium account 58 56 56
Capital redemption reserve - 17,219 17,219
Warrant reserve 746 777 777
Special reserve 15,982 28,618 28,618
Capital reserve - realised 1,718 (14,009) (9,878)
Capital reserve - unrealised 22,505 18,026 24,563
Revenue reserve 425 897 1,090
_________ _________ _________
Equity Shareholders' funds 50,128 68,435 79,296
_________ _________ _________
Net asset value per Ordinary share (pence): 144.89 102.34 118.43
_________ _________ _________
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Six months ended 31 December 2006 (unaudited)
Share Capital Capital Capital
Share premium redemption Warrant Special reserve reserve Revenue
capital account reserve reserve reserve unrealised realised reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2006 16,851 56 17,219 777 28,618 24,563 (9,878) 1,090 79,296
Return on ordinary - - - - - (2,058) 11,595 (126) 9,411
activities after taxation
Dividends paid - - - - - - - (539) (539)
Exercise of Warrants 1 2 - (1) - - 1 - 3
Conversion of capital - - (17,219) - 17,219 - - - -
redemption reserve
Tender offer for purchase (8,158) - - (30) (29,855) - - - (38,043)
of own shares (including
Warrants)
______ ______ ______ ______ ______ ______ ______ ______ ______
Balance at 31 December 8,694 58 - 746 15,982 22,505 1,718 425 50,128
2006
______ ______ ______ ______ ______ ______ ______ ______ ______
Six months ended 31
December 2005 (unaudited) Share Capital Capital Capital
Share premium redemption Warrant Special reserve - reserve - Revenue
capital account reserve reserve reserve unrealised realised reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2005 16,851 56 17,219 777 28,618 9,837 (16,664) 1,286 57,980
Return on ordinary - - - - - 8,189 2,655 150 10,994
activities after taxation
Dividends paid - - - - - - - (539) (539)
______ ______ ______ ______ ______ ______ ______ ______ ______
Balance at 31 December 16,851 56 17,219 777 28,618 18,026 (14,009) 897 68,435
2005
______ ______ ______ ______ ______ ______ ______ ______ ______
Year ended 30 June 2006
(audited) Share Capital Capital Capital
Share premium redemption Warrant Special reserve - reserve - Revenue
capital account reserve reserve reserve unrealised realised reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2005 16,851 56 17,219 777 28,618 9,837 (16,664) 1,286 57,980
Return on ordinary - - - - - 14,726 6,786 343 21,855
activities after taxation
Dividends paid - - - - - - - (539) (539)
______ ______ ______ ______ ______ ______ ______ ______ ______
Balance at 30 June 2006 16,851 56 17,219 777 28,618 24,563 (9,878) 1,090 79,296
______ ______ ______ ______ ______ ______ ______ ______ ______
CASHFLOW STATEMENT
Six months ended Six months ended Year ended
31 December 31 December 30 June
2006 2005 2006
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Net return on ordinary activities before finance costs 13,171 11,704 23,274
and taxation
Adjustment for:
Gains on investments (13,530) (11,377) (22,611)
Currency losses/(gains) 3 - (3)
Increase in accrued income (82) (8) (345)
Decrease in other debtors 9 13 -
Increase/(decrease) in creditors 211 (2) 88
Overseas withholding tax suffered (3) - -
_____________ _____________ _____________
Net cash (outflow)/inflow from operating activities (221) 330 403
Servicing of finance (849) (725) (1,449)
Net cash inflow/(outflow) from financial investment 41,163 (6,787) 871
Equity dividends paid (539) (539) (539)
_____________ _____________ _____________
Net cash inflow/(outflow) before management of liquid 39,554 (7,721) (714)
resources and financing
Net cash inflow from management of liquid resources 6,849 - (2,090)
_____________ _____________ _____________
Net cash inflow/(outflow) before financing 46,403 (7,721) (2,804)
Net cash outflow from financing (50,447) - -
_____________ _____________ _____________
Decrease in cash (4,044) (7,721) (2,804)
_____________ _____________ _____________
Reconciliation of net cash flow to movements in net
debt
Decrease in cash as above (4,044) (7,721) (2,804)
Net change in liquid resources (6,849) - 2,090
Repayment of Debentures 9,052 - -
Other non-cash movements 272 16 34
_____________ _____________ _____________
Movement in net debt in the period (1,569) (7,705) (680)
Net debt at 1 July 2006 (3,121) (2,441) (2,441)
_____________ _____________ _____________
Net debt at 31 December 2006 (4,690) (10,146) (3,121)
_____________ _____________ _____________
Represented by:
Cash and short term deposits 1,867 992 5,912
AAA Money Market funds 3,351 8,110 10,200
Debt falling due after more than one year (9,908) (19,248) (19,233)
_____________ _____________ _____________
(4,690) (10,146) (3,121)
_____________ _____________ _____________
NOTES:
1. Accounting policies
(a) Basis of accounting
The financial statements have been prepared under the historical cost
convention, as modified to include the revaluation of investments and in
accordance with applicable UK Accounting Standards and consistent with
the Statement of Recommended Practice ('SORP') for 'Financial Statements
of Investment Trust Companies' (December 2005). They have also been
prepared on the assumption that approval as an investment trust will
continue to be granted.
The financial statements and the net asset value per share figures have
been prepared in accordance with UK Generally Accepted Accounting
Practice ('UK GAAP').
The interim accounts have been prepared using the same accounting
policies as the preceding annual accounts.
(b) Dividends payable
Interim and final dividends are recognised in the period in which they
are paid.
2. Tender Offer
During the period there was a Tender Offer for the Ordinary shares and
Warrants of the Company, resulting in 48.4% (32,629,217) of the Ordinary
Shareholders and 3.9% (117,791) of the Warrantholders electing to receive
cash. As a result, 48.4% of the assets of the Company were allocated to a
'Tender Pool' which was subsequently liquidated and distributed to Ordinary
Shareholders and Warrantholders who had elected for the cash option, after
repayment of 48.4% of the Debenture Stock and payment of the full scheme
costs. Ordinary Shareholders received 115.9513p per share tendered and
Warrantholders received 16.5938p per Warrant tendered.
Advisory costs of £490,000 were wholly attributable to the Tender Offer.
These costs have been split 50/50 between revenue and capital in line with
the Company's treatment of management fees and finance costs.
3. Financial information
The financial information in this report comprises non-statutory accounts
within the meaning of Section 240 of the Companies Act 1985. The financial
information for the year ended 30 June 2006 has been extracted from published
accounts that have been delivered to the Registrar of Companies and on which
the report of the auditors was unqualified under Section 235 of the Companies
Act 1985. The interim accounts have been prepared using the same accounting
policies as the preceding annual accounts.
4 Interim Report
The Interim Report will be posted to shareholders in February 2007 and
additional copies will be available from the Secretary and from the Manager,
Standard Life Investments (www.sli.co.uk/its) or telephone 0845 60 24 247).
For Edinburgh Small Companies Trust plc
Edinburgh Fund Managers plc, Secretary
END
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