Half Yearly Report

RNS Number : 2296M
Acorn Income Fund Ld
21 August 2013
 



Acorn Income Fund Limited

 

Half-yearly  Financial Report

 

for the six months ended 30 June 2013

 

Acorn Income Fund Limited

INVESTMENT OBJECTIVES AND POLICY

 

The investment objective of Acorn Income Fund Limited (the "Company") is to provide shareholders with a high income and also the opportunity for capital growth.

 

The Company's investments are held in two portfolios. Its assets comprise investments in equities and fixed interest securities in order to achieve its investment objective. Approximately 70% to 80% of the Company's assets are invested in smaller capitalised United Kingdom companies, admitted to the Official List of the FCA and traded on the London Stock Exchange or traded on AIM at the time of investment. The Company also aims to enhance income for Ordinary Shareholders by investing approximately 20% to 30% of its assets in high yielding instruments which are predominantly fixed interest securities but may include up to 15% of the Company's overall portfolio (measured at the time of acquisition) in high yielding investment company shares.

 

The proportion of the overall portfolio held in the Smaller Companies Portfolio and the Income Portfolio varies from day to day as the market prices of investments move. The Directors retain discretion to transfer funds from one Portfolio to the other and generally expect between 70% to 80% of the investments to be held in the Smaller Companies Portfolio.

 

While the Company's investment policy is to spread risk by maintaining diversified Portfolios, there

are no restrictions on the proportions of either of the Portfolios which may be invested in any one geographical area, asset class or industry sector. However, not more than 7.5% of the Company's gross assets may be invested in securities issued by any one company as at the time of investment, save that (i) in respect of the Income Portfolio only, investments may be made in other investment funds subject only to the restriction set out in paragraph (c) of the paragraph headed ''Investment Restrictions'' below; and (ii) in respect of the Smaller Companies Portfolio only, provided that not more than 10% of the Company's gross assets are invested in securities issued by any one company at any time, the 7.5% limit may be exceeded on a short term basis, with Board approval, where a company whose securities form part of the Smaller Companies portfolio issues new securities (for example by way of a rights issue).

 

The Company's capital structure is such that the underlying value of assets attributable to the Ordinary Shares is geared relative to the rising capital entitlements of the ZDP Shares. The Company's gearing policy is not to employ any further gearing through long-term bank borrowing. Save with the prior sanction of ZDP Shareholders, the Company will incur no indebtedness other than short term borrowings in the normal course of business such as to settle share trades or borrowings to finance the redemption of the ZDP Shares.

 

Derivatives

 

The Company may invest in derivatives, money market instruments and currency instruments including contracts for differences, futures, forwards and options. These investments may be used

for hedging positions against movements in, for example, equity markets, currencies and interest rates. In addition, these instruments will only be used for efficient portfolio management purposes. The Company will not use such instruments to engage in trading transactions. The Company will not maintain derivative positions should the total underlying exposure of these positions exceed one times adjusted total capital and reserves.

 

Investment restrictions

 

For so long as required by the Listing Rules in relation to closed-ended investment companies, the

Company has adopted the following investment and other restrictions:

(a) the Company will at all times invest and manage its assets in a way which is consistent with

its object of spreading investment risk and in accordance with its published investment policy;

(b) the Company will not conduct any significant trading activity; and

(c) not more than 10% in aggregate of the value of the total assets of the Company at the time the investment is made will be invested in other listed closed-ended investment funds. The Listing Rules provide an exception to this restriction to the extent that those investment funds have stated investment policies to invest no more than 15% of their total assets in other listed closed-ended investment companies.

 

PERFORMANCE SUMMARY

For the six months ended 30 June 2013

Total Return performance*



28 Jun

2013

31 Dec 2012



% change








Total Return on Gross Assets


n/a

n/a



10.9

Total Return on Net Assets (assets attributable to shareholders)


n/a

n/a



15.2

FTSE All Share Index


4,836.80

4,458.04



8.50

FTSE Small Cap (ex Investment Companies) Index


4,404.71

3,821.31



15.27

Numis Small Company (ex investment companies) Index


13,072.75

11,552.25



13.16

Capital Return performance



28 Jun

2013

31 Dec 2012



% change

Capital return on Gross Assets






9.7

FTSE All Share Index


3,289.71

3,093.41



6.35

FTSE Small Cap (ex Investment Companies) Index


3,250.13

2,862.91



13.53

Numis Small Company (ex investment companies) Index


4,958.31

5,525.53



10.27

 

Share Price and NAV returns


28 Jun 2013

31 Dec 2012



% change



Pence

Pence




Ordinary Share

NAV


292.15

261.25



11.83

Mid price


298.75

231.50



29.05








Zero Dividend Preference Share

Share  Price


119.50

113.50



5.29

NAV (calculated in accordance with calculated for accounting purposes)


108.07

104.14



3.78

NAV (calculated in accordance with the for investment purposes)


110.05

106.71



3.13

 

*assumes dividends reinvested

 

 

COMPANY SUMMARY

 

Launch date

 

 

 

 

11 February 1999


Domiciled

Guernsey


Registered in Guernsey

No. 34778


Year end

31 December


Total assets

£48.94 million


Ordinary Shareholder funds

£32.58 million at 28 June 2013


Market Capitalisation of Ordinary Shares

£33.31 million at 28 June 2013


Ordinary Income Shares

11,150,208 at 28 June 2013

12,450,602 at the date of this report

Zero Dividend Preference Shares

14,967,103 at 28 June 2013

16,712,640 at the date of this report

Treasury Shares

0

Dividend History

In respect of year end 31 December

Total dividends declared

Pence


2013 (to 30 June)

6.0


2012

12.0


2011

7.0


2010

6.25


2009

6.0


2008

8.2


2007

8.0


2006

9.0**


2005

9.0**


2004

9.0**


2003

9.0**


2002

12.0


2001

12.0


2000

11.0


1999

8.5

**includes four interim dividends and one special dividend

Manager

Premier Asset Management (Guernsey) Limited

Investment Advisers

Unicorn Asset Management Limited ("Unicorn") - Smaller Companies Portfolio


Premier Fund Managers Limited ("Premier") - Income Portfolio

Management fee

0.7% of total assets per annum, charged 75% to Capital and 25% to Revenue, plus performance fee

 

CHAIRMAN'S STATEMENT & INTERIM MANAGEMENT REPORT

 

Dear Shareholder,

 

The UK equity market moved ahead strongly in the first half of 2013 reaching a peak on 22 May and then fell back before rising strongly, with the FTSE All-Share Index (total return) rising 8.5%. The UK smaller companies sector was particularly strong with the Numis Smaller Companies Index (ex Investment Companies) (the "NSCI(ex IC)") total return up 13.16% over the six month period to 30 June 2013 (the "Period"). The net asset value per share ("NAV") per Ordinary share rose 11.83%, and with dividends of 6 pence per share distributed over the Period the total return was 15.2%. The discount to NAV per Ordinary share narrowed over the Period such that the Ordinary share price total return was 31.81%.

 

Investment commentary

During the Period the Company maintained a relatively overweight exposure to equities versus bonds with the Income Portfolio weighting at close to the lower end of its 20% - 30% normal range. This reflected the Investment Adviser's views that bonds were generally fully valued and that equities were attractively rated with a yield in excess of the yield available from gilts and most investment grade bonds. At the Period end having just raised £10 million through the placing and offer for subscription, the cash position represented 7.7%. This was a temporary position and the funds were deployed over the following weeks.

           

Treasury Shares

During the Period the Company's market rating improved and by April both the Ordinary Shares and the Zero Dividend Preference ("ZDP") Shares were trading at a premium to their NAVs. The directors authorised the sale on 24 April 2013 of the 215,000 Ordinary Shares held in Treasury at a 3.3% premium to NAV. These shares had been bought into Treasury in 2010 and 2011 at discounts to NAV.

 

Placing and Offer for subscription

The Company issued £10 million of new Ordinary Shares and ZDP Shares on 29 May 2013 following the granting of authority by shareholders for the issue of new shares at an Extraordinary General Meeting ("EGM") on 24 April 2013. The issue was in response to strong demand for the Company's shares. The new shares were issued in the same proportion as the shares already in issue so as to maintain an equivalent capital structure. The new Ordinary Shares were issued at NAV and the ZDP Shares at a premium such that overall the issue was at a premium to NAV sufficient to cover the costs of the exercise.

 

 

Placing programme

The EGM also granted the directors power to issue further new shares through a placing programme (the "Placing Programme"). Since the Period end a further £6.05 million of Ordinary Shares and ZDP Shares have been issued, again at prices that represented a premium to the combined NAV sufficient to cover the costs of the exercise and in a proportion which exactly maintained the capital structure of the Company.

 

The Placing Programme is an ongoing facility implemented to enable the Company to satisfy market demand for Ordinary Shares and ZDP Shares.  The implementation of the Placing Programme will be determined by the Company with a view to satisfying market demand while also protecting the interests of existing shareholders.  In normal market conditions, new Ordinary Shares and ZDP Shares are expected to be issued under the Placing Programme at prices representing an aggregate premium to the estimated prevailing NAV of at least 2%.  The Placing Programme is not expected to operate in periods leading up to the ex-dividend dates for the Company's dividends.

 

Institutional investors wishing to participate in the Placing Programme should contact Numis Securities Limited, the Company's Broker.  Individual investors can consult a professional financial advisor or can buy shares directly through a stockbroker or an execution-only dealing service. 

 

Dividends and Earnings

Dividends per share were 6 pence, three interim dividends being paid during the Period. A first interim of 3 pence was paid on 2 April 2013. The June dividend was split into two payments; a second interim of 2 pence declared on 2 May 2013 and a third interim of 1 penny declared on 13 June 2013 with both being paid on 28 June 2013. This division of the June dividend was to facilitate the issue of new shares and ensure that new shareholders received a dividend proportionate to the period that they had been invested in the Company. The Company expects to pay a fourth interim dividend in September and a fifth in December in line with the normal timetable.  

 

Awards

The Directors were pleased to note that the Company was awarded the Money Observer Best High Income Trust 2013 of the year award for performance in the period to 31 March 2013 and was the best performing fund in the year to 30 June 2013 in the Investors Chronicle Top 100 Funds as selected from the entire closed-end and open-ended fund universe.

 

Outlook

The economic outlook is much more favourable than it was a few months ago. Economic confidence indicators both in the US and the UK have been rising.     In the UK the latest unemployment levels for July suggest that the current 3 month rate of 7.8% will begin to decline and importantly, with the labour force expanding, the number of people in employment has already hit a record high.  UK house prices data for July was also positive. The Eurozone is pulling out of recession being led by strong industrial production in Germany, up 3.1% for the year to June 2013.  Equity valuations are attractive relative to other asset classes. Against this background our UK Smaller Companies manager is very positive on the outlook for the UK equity market and the sectors he is invested in.

 

In contrast the manager of our Income Portfolio is negative on the outlook for bonds given the expectation of reduced monetary stimulus, outflows from major bond investors, and reduced liquidity in bond markets. However, the manager is comfortable with the positioning of his portfolio given the small size and ability to avoid the known major headwinds facing bond markets; interest rate risk, for example, has been reduced through a hedge. The split between the two portfolios remains focused on equity with the Income Portfolio at the lower end of the normal 20-30% range.

 

 

Helen Green

Chairman

 

RESPONSIBILITY STATEMENT

For the period from 1 January 2012 to 30 June 2012

 

We confirm that to the best of our knowledge:

 

• the condensed set of financial statements has been prepared in accordance with IAS34 Interim Financial Reporting;

• 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.

 

Signed on behalf of the Board of directors on 21 August 2013.

 

 

David Warr

Director

 

INVESTMENT ADVISERS' REPORT

 

Smaller Companies Portfolio

 

During the Period, the Smaller Companies Portfolio rose by 10.0% compared to a rise of 13.16% by the NSCI (ex IC).

 

It was a busy Period for the Smaller Companies Portfolio following a successful fundraising; Equity investments ran ahead of schedule after a market fall-back provided more prospects than anticipated.

 

The Company initiated a position in Brammer, the industrial maintenance distributor (yielding 3.3%). This was an attractive investment to the Company as Brammer had been marked down due to its exposure to Europe which the market had viewed as a negative. We believe that this view does not reflect the quality of Brammer's footprint or the benefit it can gain from consolidation in a highly fragmented market. Domino Printing Sciences (yielding 3.4%) also entered the Smaller Companies Portfolio for the first time: it provides the Company with good international exposure, as well as strong recurring revenues. It is also set to benefit from increasing regulatory demands and a recovering global economy. John Menzies (yielding 3.6%) was also added to gain exposure from the company's fast growing aviation division which operates worldwide cargo and passenger ground handling services.

 

Further investments were made in Electrocomponents, Cineworld, Park Group, Low & Bonar, and the Smaller Companies Portfolio participated in the equity fundraising for Primary Health Properties.

 

The strongest contribution to performance was UK Mail (+75.2%), which is experiencing a structural shift in the industry and benefiting from increased online shopping driving growth in its parcel division. Secure Trust Bank (+36.1%), and Tyman (+34.1%) also performed well over the Period.

 

Disappointing share price performances notably came from Renishaw (-25.3%) on concerns surrounding slowing Chinese capital investment and the company's lack of order visibility. Fenner (-22.5%) also faltered when the company reported half year results below expectations on the back of a tough operating environment.

 

The strategy for the Smaller Companies Portfolio remains focussed on international earners, although the manager has recently selectively increased exposure to certain segments in the UK.

 

John McClure

Unicorn Asset Management Limited

 

Income Portfolio

 

Both investment grade and high yield indices displayed volatility over the Period with a very strong performance in the early part continuing to late May when market reaction to the news of the Federal Reserve tapering asset purchases, weakness in Asian markets and large outflows from US high yield funds resulted in a rapid correction and weakness throughout June before the indices regained some of the ground lost.

 

Inflation showed renewed strength with consumer prices (CPI) and retail prices (RPI) rising at a rate of 2.7% and 3.1% respectively by the end of the Period.  Over the 6 month Period LIBOR has remained just above the UK Base Rate at 0.51%.

 

Bond market volatility towards the Period end led to June being the slowest issuance month in the year to date and the slowest June in a decade.  Year to date supply now totals €200.2 billion with non-financials issuance of €103.5 billion ahead of financials issuance of €96.8 billion.  Financial issuance is now down 35% versus 2012 and the weakest first half for financial issuance since H1 2000 which provides continued technical support for the sector as bonds that mature are not being refinanced resulting in greater demand for remaining issues.  This differs dramatically from European high yield where issuance has been a record €47 billion, an increase of 64% year on year, mostly driven by refinancing activity with estimates that close to 23% of issuance being to refinance bank debt.

 

At the start of the Period the Company sold out of ICAP following weak results as markets remained challenging. Holdings in Dutch banks Rabobank and ING were also sold as we chose to reduce overall exposure to banks as spreads moved tighter at the beginning of the Period. We added risk in corporate names such as Marks & Spencer and senior tranches of the pub operator Punch Taverns which is currently undergoing a restructuring process and the managed pubs operator, Mitchells & Butler, which operates chains such as All Bar One, Browns and O'Neills.  We also bought the recent USD bond issue of BSkyB, the payTV operator, liking its defensive nature, strong market positions in the UK direct to home, pay TV market, predictable subscription based business model and good cashflow generation. We bought the 5.75% secured notes due 2020 for Kelda, a subordinated holding company of Yorkshire Water, a well-managed operator albeit with an aggressive capital structure.

 

The enlarged size of the Income Portfolio post the Company's successful Initial Placing and Offer during May resulted in significant activity as we invested the incoming funds across a mix of existing holdings and new names to actively increase our risk exposure. New holdings included Helical Bar, the property development and investment company, Everything Everywhere, the 50:50 Joint Venture between France Telecom and Deutsche Telekom ahead of the rumoured IPO later this year, Bakkavor Finance, the Icelandic provider and UK market leader of fresh prepared food products and the luxury car manufacturer, Aston Martin. We also increased our holdings of BSkyB, University of Cambridge and TwentyFour Income Fund. However, the duration of the Income Portfolio was not increased as we remained concerned as to the low level of sovereign bond yields. Accordingly the Income Portfolio performed strongly compared to major bond indices towards the Period end as sovereign yield rose sharply and credit spreads widened. In fact, in what was a sharp correction in bond markets in June the Income Portfolio simply gave back the returns made in May whereas most major sterling bond indices gave back the whole year's returns.

 

A proportion of the additional allocated capital to the Income Portfolio was invested in enhanced cash management instruments providing liquidity for the Smaller Companies Portfolio when greater opportunities arose at the end of the Period. Unusually the sell-off in bond markets appeared greater than the corresponding correction in equity markets and so we took advantage and kept these assets in the Income Portfolio, buying an aircraft leasing company and bank contingent convertibles given the more attractive yields.

 

 

Paul Smith

Premier Fund Managers Limited

 

 

SCHEDULE OF PRINCIPAL INVESTMENTS

As at 30 June 2013

 

TOP 10 HOLDINGS


NOMINAL HOLDINGS


VALUATION


TOTAL ASSETS

 





GBP


%

 








 

Smaller Companies portfolio







 








 

Tyman plc


882,242


1,821,830


                3.72

 

Secure Trust Bank plc


83,009


1,743,189


                3.56

 

VP plc


466,414


1,711,739


                3.50

 

Castings plc


424,112


1,584,058


                3.24

 

Electrocomponents plc


640,000


1,555,840


                3.18

 

Primary Health Properties plc


474,596


1,547,183


                3.16

 

British Polythene Industries plc


282,500


1,545,275


                3.16

 

UK Mail Group plc


282,634


1,478,176


                3.02

 

Diploma plc


263,960


1,474,217


                3.01

 

Park Group plc


2,829,991


1,443,295


                2.95

 








 





15,904,802


              32.50

 







 

Income portfolio






 







 

Real Estate Credit Preference Shares NPV


550,000


574,750


                1.17

 

Credit Suisse 7.875% 24/02/2041


700,000


494,643


                1.01

 

GE Capital Funding 8% 14/01/2039


350,000


489,076


                1.00

 

Lloyds 7.5884% 12/05/2020


400,000


399,648


                0.82

 

University Of Cambridge 3.75% 17/10/2052


400,000


371,016


                0.76

 

Rabobank Nederland 6.875% 03/19/2020


400,000


367,587


                0.75

 

Standard Life UK 3.5% CULS 2018


300,000


343,500


                0.70

 

Greenwich Loan Income Fund Limited


625,000


323,438


                0.66

 

Kelda Finance 3 plc 5.75% 17/02/2020


300,000


298,755


                0.61

 

Twentyfour Income Fund Limited


277,464


297,580


                0.61

 








 





3,959,993


                8.09

 








 

TOTAL




19,864,795


40.59

 








 

 

SCHEDULE OF PRINCIPAL INVESTMENTS

As at 31 December 2012

 

 

TOP 10 HOLDINGS


NOMINAL HOLDINGS


VALUATION


TOTAL ASSETS

 





GBP


%

 








 

Smaller Companies Portfolio







 








 

VP plc




466,414


1,576,479


                4.45

 

James Halstead plc




245,500


1,473,000


                4.16

 

Diploma plc




263,960


1,434,623


                4.05

 

Lupus Capital plc




882,242


1,358,653


                3.84

 

Castings plc




424,112


1,340,194


                3.79

 

Consort Medical plc




171,171


1,321,440


                3.73

 

Secure Trust Bank plc




78,009


1,201,339


                3.39

 

Brewin Dolphin Holdings plc




580,506


1,193,520


                3.37

 

RPC Group plc




300,000


1,191,000


                3.36

 

British Polythene Industries plc




282,500


1,115,875


                3.15

 








 





13,206,123


              37.29

 







 

Income Portfolio






 







 

GE Capital Funding 8% 14/01/2039



250,000


365,943


                1.03

 

Credit Suisse 7.875% 24/02/2041




500,000


324,131


                0.92

 

Greenwich Loan Income Fund Limited



625,000


320,313


                0.90

 

Rabobank Nederland 6.875% 03/19/2020



350,000


316,375


                0.89

 

Real Estate Credit Preference Shares NPV



300,000


301,500


                0.85

 

Standard Life UK 3.5% CULS 2018




250,000


270,000


                0.76

 

F&C Finance Plc 9% 20/12/2016




245,000


262,001


                0.74

 

Invesco Leveraged High Yield Fund




425,000


261,375


                0.74

 

Unite Group 6.125% 12/06/2020




250,000


254,000


                0.72

 

Juridica Ord NPV




250,000


225,000


                0.64

 








 





2,900,637


                8.19

 








 

TOTAL




16,106,759


45.48

 








 

 

STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2013

 

 

                                    Period ended

Period ended



Notes

30 Jun 2013


30 Jun 2012




Revenue


Capital


Total


Total




GBP


GBP


GBP


GBP











Net gains on financial assets designated as at fair value through profit or loss

10

                     -


       3,195,760


            3,195,760


      2,753,696


Losses on derivative financial instruments

4

                     -


           (11,757)


                (11,757)


          (37,479)











Investment income

3

        782,505


                        -


                782,505


         633,908











Total income and gains


        782,505


       3,184,003


            3,966,508


      3,350,125











Expenses

5

      (169,819)


         (138,508)


              (308,327)


        (264,697)











Return on ordinary activities before finance costs and taxation


        612,686


       3,045,495


            3,658,181


      3,085,428











Interest payable and similar charges

7

                     -


         (455,821)


              (455,821)


        (417,999)











Return on ordinary activities before taxation


        612,686


       2,589,674


            3,202,360


      2,667,429











Taxation on ordinary activities


                     -


                        -


                             -


                       -











Other comprehensive income


                     -


                        -


                             -


                       -





















Total comprehensive income for the period attributable to Ordinary Shareholders


        612,686


       2,589,674


            3,202,360


      2,667,429
























Pence


Pence


Pence


Pence

Return per Ordinary Share

9

6.65


28.12


34.77


30.55











Dividend per Ordinary Share

8

6.00


0.00


6.00


6.00











Return per ZDP Share

9

-


3.63


3.63


3.50





















The supplementary revenue return and capital return columns have been prepared in accordance with the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC").











In arriving at the results for the financial period, all amounts above relate to continuing operations.











No operations were acquired or discontinued in the period.











 

 

 

The notes contained within this report form an integral part of these financial statements.

 

STATEMENT OF FINANCIAL POSITION

As at 30 June 2013








30 Jun 2013


31 Dec 2012








GBP


GBP






Notes





NON-CURRENT ASSETS


















Financial assets designated as at fair value through profit or loss



10


          44,578,804


    34,358,936











CURRENT ASSETS








Receivables



11


                516,807


         418,464

Cash and cash equivalents





            3,773,356


         618,376

Derivative financial assets



18


                  71,441


                 707








            4,361,604


      1,037,547











TOTAL ASSETS





          48,940,408


    35,396,483











CURRENT LIABILITIES








Derivative financial liabilities



18


                  19,255


                       -

Payables - due within one year



12


                170,658


         106,361











NON-CURRENT LIABILITIES








ZDP Shares



13


          16,175,101


    12,496,984











TOTAL LIABILITIES





          16,365,014


    12,603,345











NET ASSETS





          32,575,394


    22,793,138





















EQUITY









Share capital



14


                111,502


            89,398

Share premium





            6,885,796


            79,173

Treasury shares



15


                             -


        (303,211)

Revenue reserve





                358,007


         297,363

Special reserve





          10,000,000


    10,000,000

Capital reserve





          15,220,089


    12,630,415











TOTAL EQUITY






          32,575,394


    22,793,138








 


 


















Pence


Pence

Net asset value per Ordinary Share (per IFRS and Articles)



292.15


261.25











Net asset value per ZDP Share (per IFRS)



108.07


104.14











Net asset value per ZDP Share (per Articles)



110.05


106.71











The financial statements contained within this report were approved by the Board of Directors and authorised for issue on 21 August and signed on its behalf by:

 

 

 

 

 




















Director


Director












The notes contained within this report form an integral part of these financial statements.

 

STATEMENT OF CASH FLOWS

For the period ended 30 June 2013








Period ended


Period ended








30 Jun 2013


30 Jun 2012








GBP


GBP

Operating activities


Notes















Return on ordinary activities before taxation




            3,202,360


      2,667,429

Net gains on financial assets designated as at fair value through profit or loss


10


           (3,195,760)


    (2,753,696)

Investment income


3


              (782,505)


        (633,908)

Interest expense




                455,821


         417,999

Increase in derivative financial assets




                (70,734)


          (13,936)

Increase / (decrease) in derivative financial liabilities




                  19,255


          (24,178)

Increase / (decrease) in payables and appropriations


12


                  64,297


        (249,751)

Increase in receivables excluding accrued investment income


11


                (60,970)


          (26,738)











Net cash flow from operating activities before investment income




              (368,236)


        (616,779)











Investment income received




                745,132


         552,446











Net cash flow from operating activities before taxation




                376,896


          (64,333)











Tax paid




                             -


                       -











Net cash flow from operating activities after taxation




                376,896


          (64,333)











Investing activities

















Purchase of financial assets


10


        (23,925,140)


    (9,987,389)

Sale of financial assets


10


          16,901,032


      5,411,209











Net cash flow from investing activities




           (7,024,108)


    (4,576,180)











Financing activities

















Equity dividends paid


8


              (552,042)


        (523,488)

Sale of treasury shares


15


                641,775


                       -

Bank loan interest paid




                             -


              2,345

Proceeds from issue of Ordinary Shares




            6,580,414


                       -

Cost of issue of Ordinary Shares




              (262,046)


                       -

Proceeds from issue of ZDP Shares




            3,419,586


                       -

Cost of issue of ZDP Shares




                (25,495)


                       -











Net cash flow from financing activities




            9,802,192


        (521,143)











 

 

 

 

 

 

 

 

 

The notes contained within this report form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

For the period ended 30 June 2013








Period ended


Period ended








30 Jun 2013


30 Jun 2012








GBP


GBP











Increase / (decrease) in cash and cash equivalents




            3,154,980


    (5,161,656)











Cash and cash equivalents at beginning of period




                618,376


      5,829,513











Cash and cash equivalents at end of period




            3,773,356


         667,857








                          




STATEMENT OF CHANGES IN EQUITY as at 30 June 2013

 



Share Capital


Share Premium


Treasury Shares



Special Reserve


Capital Reserve




30 Jun 2013


30 Jun 2013


30 Jun 2013


30 Jun 2013


30 Jun 2013


30 Jun 2013


30 Jun 2013



GBP


GBP


GBP


GBP


GBP


GBP


GBP

Balance as at 1 January 2013


          89,398


          79,173


      (303,211)


        297,363


  10,000,000


    12,630,415


     22,793,138

Total comprehensive income for the period attributable to shareholders


                     -


                     -


                     -


        612,686


                     -


       2,589,674


       3,202,360

Dividends


                     -


                     -


                     -


      (552,042)


                     -


                        -


         (552,042)

Issue of Ordinary shares


          22,104


    6,558,310


                     -


                     -


                     -


                        -


       6,580,414

Ordinary share issue costs


                     -


      (262,046)


                     -


                     -


                     -


                        -


         (262,046)

Issue of ZDP shares


                     -


        171,795


                     -


                     -


                     -


                        -


           171,795

Treasury shares reissued


                     -


        338,564


        303,211


                     -


                     -


                        -


           641,775

Balance as at 30 June 2013


        111,502


    6,885,796


                     -


        358,007


  10,000,000


    15,220,089


     32,575,394


















Share Capital


Share Premium


Treasury Shares



Special Reserve


Capital Reserve




31 Dec 2012


31 Dec 2012


31 Dec 2012


31 Dec 2012


31 Dec 2012


31 Dec 2012


31 Dec 2012



GBP


GBP


GBP


GBP


GBP


GBP


GBP

Balance as at 1 January 2012


          89,398


          79,173


      (303,211)


        268,891


  10,000,000


       6,104,632


     16,238,883

Total comprehensive income for the year attributable to shareholders


                     -


                     -


                     -


    1,075,447


                     -


       6,525,783


       7,601,230

Dividends


                     -


                     -


                     -


   (1,046,975)


                     -


                        -


      (1,046,975)

Treasury shares acquired


                     -


                     -


                     -


                     -


                     -


                        -


                        -

Transfer between reserves


                     -


                     -


                     -


                     -


                     -


                        -


                        -

Balance as at 31 December 2012


          89,398


          79,173


      (303,211)


        297,363


  10,000,000


    12,630,415


     22,793,138

 

The notes contained within this report form an integral part of these financial statements.








NOTES TO THE FINANCIAL STATEMENTS

For the period ended 30 June 2013

 

1

ACCOUNTING POLICIES



















(a)

Basis of preparation










The financial statements, which give a true and fair view, have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), the AIC's SORP (as revised in January 2009) where this is consistent with the requirements of IFRS and all in compliance with The Companies (Guernsey) Law, 2008.  All accounting policies adopted for the period are consistent with IFRS issued by the IASB.  The financial statements have been prepared on an historical cost basis except for the measurement at fair value of financial assets designated as at fair value through profit or loss and derivative financial instruments.












The following Standards or Interpretations have been adopted in the current period. Their adoption has not had any impact on the amounts reported in these Financial Statements and it is not expected to have any impact on future financial periods:












IFRS 7 Financial Instruments: Disclosures - Amendments relating to the offsetting of assets and liabilities effective for annual periods beginning on or after 1 January 2013 and interim periods within those periods.












IFRS 13 Fair value measurement - Original issue effective for annual periods beginning on or after 1 January 2013.












IAS 1 Presentation of Financial Statements - Amendments to revise the way other comprehensive income is presented effective for annual periods beginning on or after 1 July 2012.












IFRS 9 Financial Instruments - Classification and Measurement (revised November 2009) effective for annual periods beginning on or after 1 January 2013.












The following Standards or Interpretations have been issued by the IASB but not yet adopted by the Company:












IFRS 7 Financial Instruments: Disclosures - Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures effective for annual periods beginning on or after 1 January 2015.




IFRS 9 Financial Instruments - Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures effective for annual periods beginning on or after 1 January 2015.




IAS 32 Financial Instruments: Presentation - Amendments relating to the offsetting of assets and liabilities effective for annual periods beginning on or after 1 January 2014.




The directors have considered the above and are of the opinion that these Standards and Interpretations are not expected to have an impact on the Company's financial statements except for the presentation of additional disclosures and changes to the presentation of components of the financial statements. These items will be applied in the first financial period for which they are required.





















 

(b)

Use of estimates and judgements







 


The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 











 


Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

 











 


Management use estimates and judgements in allocating expenses between Revenue and Capital and in ascertaining the risk disclosures contained in Note 18.

 











 

(c)

Ordinary share capital







 


Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are recognised as a deduction from equity.

 











 

(d)

Zero Dividend Preference shares







 


Under IAS 32, the Zero Dividend Preference ("ZDP") Shares are classified as financial liabilities and are held at amortised cost. Appropriation for the period in respect of ZDP Shares is included in the Statement of Comprehensive Income as a finance cost and is calculated using the effective interest method ("EIR"). The costs of issue of the ZDP Shares are being amortised over the period until the ZDP Shares will be redeemed.

 











 

(e)

Taxation







 


The Company has been granted exemption under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 from Guernsey Income Tax, and has elected to remain exempt following changes in the Guernsey tax regime. The Company pays an annual fee of £600.

 











 

(f)

Treasury shares









 


Treasury shares are classified as a deduction from equity and recorded for the consideration paid.

 











 

(g)

Capital reserve









 


The following are accounted for in this reserve:

 


- gains and losses on the realisation of investments;

 


- expenses charged to this account in accordance with the policy below;

 


- increases and decreases in the valuation of the investments held at the year end; and

 


- unrealised exchange differences of a capital nature.

 











 

(h)

Expenses

 


All expenses are accounted for on an accruals basis. Expenses are charged to the capital reserve where a connection with the maintenance or enhancement of the value of the investments can be demonstrated.

 











 


75% of the Company's management fee and financing costs are charged to the capital reserve in line with the Board's expected long-term split of returns between income and capital gains from the investment portfolio.

 











 


100% of any performance fee, commissions paid and the appropriation in respect of ZDP Shares is charged to the capital account.

 











 


All other expenses are charged through the revenue account.

 











 

(i)

Investment income

 


Interest income and distributions receivable are accounted for on an accruals basis. Interest income relates only to interest on bank balances. Bond income is accounted for on the effective interest rate "EIR" basis. Dividends are recognised on the ex-dividend date. All investment income is treated as a revenue item in the Statement of Comprehensive Income.

 











 

(j)

Foreign currency translation

 


The currency of the primary economic environment in which the Company operates (the functional currency) is Great British Pounds (GBP) which is also the presentational currency.

 











 


Transactions denominated in foreign currencies are translated into GBP at the rate of exchange ruling at the date of the transaction.

 











 


Monetary assets and liabilities, denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income. Foreign exchange differences relating to investments are taken to the capital reserve. Realised and unrealised foreign exchange differences on non-capital assets or liabilities are taken to the Statement of Comprehensive Income in the period in which they arise.

 











 

(k)

Cash and cash equivalents

 


Cash and cash equivalents are defined as cash in hand, demand deposits and short term, highly liquid investments readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash, deposits at bank and money market deposits.

 











 

(l)

Investments

 


All investments have been designated as financial assets at "fair value through profit or loss". Investments are initially recognised on the date of purchase at fair value, with transaction costs recognised in the Statement of Comprehensive Income. Unrealised gains and losses on movement in fair value of investments are recognised in the Statement of Comprehensive Income. Investments are derecognised on the date of sale. Gains and losses on the sale of investments will be taken to the Statement of Comprehensive Income in the period in which they arise. For investments actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices as at the close of business on the reporting date.

 











 

 

 













(m)

Derivatives










Derivatives consist of forward exchange contracts and long gilt future contracts, which are stated at market value, with the resulting net realised and unrealised gains and losses being reflected in the Statement of Comprehensive Income.











(n)

Trade date accounting










All "regular way" purchases and sales of financial assets are recognised on the "trade date", i.e. the date that the entity commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of the asset within the timeframe generally established by regulation or convention in the market place.











(o)

Segmental reporting










The Company retains two Investment Advisers, Unicorn Asset Management Limited and Premier Fund Managers Limited for the Smaller Companies Portfolio and Income Portfolio respectively. As the Board reviews the performance of each portfolio separately and decides on the allocation of resources based on this performance, the Board has determined that the Company has two reportable segments (30 June 2012: two).












The Board is charged with setting the Company's investment strategy in accordance with the Prospectus. They have delegated the day to day implementation of this strategy to its Investment Advisers but retain responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions. The investment decisions of the Investment Advisers are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Board. The Investment Advisers have been given full authority to act on behalf of the Company, including the authority to purchase and sell securities and other investments on behalf of the Company and to carry out other actions as appropriate to give effect thereto. Whilst the Investment Advisers may make the investment decisions on a day to day basis regarding the allocation of funds to different investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Advisers. The Board, therefore, retains full responsibility as to the major allocation decisions made on an on-going basis. The Investment Advisers will always act under the terms of the Prospectus which cannot be changed significantly without approval of the Board and the shareholders.












The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the total return on the Company's net asset value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.












The schedule of principal investments held as of the period end are presented in the Investment Advisers' Report.











(p)

Going Concern










The Company has adequate financial resources and as a consequence, the directors believe the Company is well placed to manage its business risks successfully despite the current economic climate. In reaching this conclusion, the directors have considered the liquidity of the Company's portfolio of investments as well as its cash position, income and expense flows. In addition, during 2011 the Company passed its continuation vote and is not subject to a further continuation vote until 2016.











 

 

2

OPERATING SEGMENTS


The Company has two reportable segments, being the Income Portfolio and the Smaller Companies Portfolio. Each of these portfolios is managed separately as they entail different investment objectives and strategies and contain investments in different products.












For each of the portfolios, the Board reviews internal management reports on a quarterly basis. The objectives and principal investment products of the respective reportable segments are as follows:












Segment

Investment objectives and principal investments products


Income Portfolio

 

To maximise income through investments in sterling denominated fixed interest securities including corporate bonds, preference and permanent interest bearing shares, convertibles, reverse convertibles, debentures and other similar securities.












Smaller Companies Portfolio

 

To maximise income and capital growth through investments in UK equities with a market capitalisation of under £1 billion.






















Information regarding the results of each reportable segment follows. Performance is measured based on the increase in value of each portfolio, as included in the internal management reports that are reviewed by the Board.






















Segment information is measured on the same basis as those used in the preparation of the Company's financial statements.
























Income Portfolio


Smaller Companies Portfolio


Unallocated


Total 




GBP


GBP


GBP


GBP


30 Jun 2013










External revenues:










Net gains on financial assets designated as at fair value through profit or loss


84,798


3,110,961


                             -


3,195,760


Losses on derivative financial instruments


                    71,441


                        -


(83,198)


          (11,757)


Investment income:










Bank interest


                     -


                        -


                          82


                    82


Dividend income


27,500


561,757


                             -


         589,257


Bond income


        193,166


                        -


                             -


         193,166


Total income and gains


        376,905


3,672,718


(83,116)


3,966,508












Expenses


                     -


                        -


              (308,327)


        (308,327)












Interest payable and similar charges


                     -


                        -


              (455,821)


        (455,821)












Total comprehensive income for the period attributable to shareholders


376,905


3,672,718


(847,264)


3,202,360











 

 






Income Portfolio


Smaller Companies Portfolio


Unallocated


Total 




GBP


GBP


GBP


GBP


30 Jun 2013










Financial assets designated as at fair value through profit or loss


10,070,904


34,507,900


                             -


    44,578,804


Receivables


312,678


195,752


8,377


         516,807


Derivative financial assets


                     71,441


                        -


-


            71,441


Cash and cash equivalents


       1,622,946


2,031,858


118,552


      3,773,356


Total assets


12,077,969


36,735,510


126,929


    48,940,408












Derivative financial liabilities


        -


                        -


19,255


19,255


Payables


                     -


                        -


170,658


170,658


Total liabilities


        -


                        -


189,913


189,913












31 Dec 2012










External revenues:










Net gains on financial assets designated as at fair value through profit or loss


        959,870


       6,678,983


                             -


      7,638,853


Losses on derivative financial instruments


      (102,799)


                        -


                  75,194


          (27,605)


Investment income:










Bank interest


                     -


                        -


                    2,995


              2,995


Dividend income


        118,272


          899,155


                             -


      1,017,427


Bond income


        338,911


                        -


                             -


         338,911


Total income and gains


    1,314,254


       7,578,138


                  78,189


      8,970,581












Expenses


                     -


                        -


              (511,144)


        (511,144)


Interest payable and similar charges


                     -


                        -


              (858,207)


        (858,207)


Total comprehensive income for the year attributable to shareholders


    1,314,254


       7,578,138


           (1,291,162)


      7,601,230












31 Dec 2012










Financial assets designated as at fair value through profit or loss


    7,096,762


     27,262,174


                             -


    34,358,936


Receivables


        270,533


          144,225


                    3,706


         418,464


Derivative financial assets


                     -


                        -


                        707


                 707


Cash and cash equivalents


        303,270


          177,913


                137,192


         618,375


Total assets


    7,670,565


     27,584,312


                141,605


    35,396,482


Derivative financial liabilities


                     -


                        -


                             -


                       -


Payables


                     -


                        -


                106,361


         106,361


Total liabilities


                     -


                        -


                106,361


         106,361











 












Geographical information










In presenting information on the basis of geographical segments, segment revenue and segment assets are based on the domicile countries of the investees and counterparties to derivative transactions.


UK

Guernsey

Jersey

Other Europe

Rest of the world


Total

 


GBP

GBP

GBP

GBP

GBP


GBP

 

30 Jun 2013








 

External revenues








 









 

Total Revenue

696,717

46,225

7,687

17,694

14,100


782,423

 









 









 









 


UK

Guernsey

Jersey

Other Europe

Rest of the World


Total

 


GBP

GBP

GBP

GBP

GBP


GBP

 

31 Dec 2012








 

External revenues








 









 

Total Revenue

1,104,983

105,906

24,063

100,793

20,593


1,356,338

 



 


The Company did not hold any non-current assets during the period other than financial instruments (Dec 2012: £nil).

 











 


Major customers









 


The Company regards its shareholders as customers. There were no shareholders with a holding greater than 10% at the period end.

 











 

3

INVESTMENT INCOME

 








Period ended


Period ended

 








30 Jun 2013


30 Jun 2012

 








 GBP


 GBP

 


Bank interest


                          82


                 221

 


Dividend income


                589,257


         472,011

 


Bond income


                193,166


         161,676

 









782,505


         633,908

 

 

4

LOSSES ON DERIVATIVE FINANCIAL INSTRUMENTS








Period ended 30 Jun 2013


Period ended 30 Jun 2012








GBP


GBP


Unrealised (loss) / gain on forward foreign currency contracts


                (99,815)


            30,233


Realised gain on forward foreign currency contracts


                  16,617


            21,487


Depreciation on fair value of derivative financial assets


                  71,441


            37,778


Realised losses on derivative financial assets


                             -


        (126,977)








                (11,757)


          (37,479)





















5

EXPENSES






Period ended 30 Jun 2013






Revenue


Capital


Total






GBP


GBP


GBP


Manager's fee*


             35,652


                106,957


         142,609


Administrator's fee


             30,617


                             -


            30,617


Registrar's fee


               3,589


                             -


              3,589


Directors' fees


             35,699


                             -


            35,699


Custody fees


               8,866


                             -


              8,866


Audit fee


             11,716


                             -


            11,716


Directors' and Officers' insurance


               2,837


                             -


              2,837


Annual fees


               8,372


                             -


              8,372


Bank charges


               1,003


                             -


              1,003


Commission paid


                        -


                  31,551


            31,551


Broker fees


               9,808


                             -


              9,808


Sundry costs


             18,797


                             -


            18,797


Loss on foreign exchange


               2,863


                             -


              2,863




          169,819


                138,508


         308,327












*The Company has entered into a Management Agreement with Premier Asset Management (Guernsey) Limited, a wholly-owned, Guernsey incorporated subsidiary of Premier Asset Management Limited.  The Manager receives a management fee of 0.7% per annum of total assets, calculated monthly and payable quarterly in arrears, out of which it pays fees to the Investment Advisers.  The Manager is also paid a shareholder communication and support fee, currently £3,100 for the twelve months from 1 April 2013 to 31 March 2014. The Manager is also potentially entitled to a performance fee of 15% of any excess of the Net Asset Value per Ordinary Share (together with any dividends paid by reference to the relevant period) over the benchmark NAV per Ordinary Share.  No performance fee was paid or is payable for the period under review.  The Management Agreement may be terminated by either party on 12 months' written notice.

 








Period ended 30 Jun 2012




Revenue


Capital


Total






GBP


GBP


GBP


Manager's fee


             26,888


                  80,663


         107,551


Administrator's fee


             29,100


                             -


            29,100


Registrar's fee


               6,539


                             -


              6,539


Directors' fees


             24,864


                             -


            24,864


Custody fees


               7,430


                             -


              7,430


Audit fee


             10,900


                             -


            10,900


Directors' and Officers' insurance


               3,697


                             -


              3,697


Annual fees


               8,426


                             -


              8,426


Bank charges


                  943


                             -


                 943


Commission paid


                        -


                  47,004


            47,004


Broker fees


               1,981


                             -


              1,981


Sundry costs


               8,131


                             -


              8,131


Loss on foreign exchange


               8,131


                             -


              8,131






          137,030


                127,667


         264,697











6

DIRECTORS' REMUNERATION


Under their terms of appointment, each Director was paid a fee of £17,500 per annum by the Company, except for the Chairman, who receives £22,500 per annum. In addition, in the period each Director received an additional fee of £2,500 for work carried out in relation to the new share issue.




 

 







7

INTEREST PAYABLE AND SIMILAR CHARGES



Period ended 30 Jun 2013

Period ended 30 Jun 2012





Revenue

Capital

Total

Revenue

Capital

Total



GBP

GBP

GBP

GBP

GBP

GBP

Bank loan interest

                 -

                 -

                 -

          (586)

      (1,759)

      (2,345)

Appropriation in respect of ZDP shares

                 -

   418,306

   418,306

                 -

   382,800

   382,800

Amortisation of ZDP issue costs

                 -

      37,515

      37,515

                 -

      37,544











                 -

   455,821

   455,821

          (586)

   418,585

   417,999

 

 

8

DIVIDENDS IN RESPECT OF ORDINARY SHARES






Period ended








30 Jun 2013








GBP


Pence per share




First interim payment




          261,744


3.00




Second interim payment




          178,796


2.00




Third interim payment




          111,502


1.00


















          552,042


                       6.00


















Year ended








31 Dec 2012








GBP


Pence per share




First interim payment




          261,743


3.00




Second interim payment




          261,744


 

3.00




Third interim payment




          261,744


3.00




Fourth interim payment




          261,744


3.00


















       1,046,975


12.00























9

EARNINGS PER SHARE




















Ordinary Shares


The total return per Ordinary Share is based on the total return on ordinary activities for the period attributable to Ordinary shareholders of £3,202,360 (Jun 2012: £2,667,429) and on 9,207,380 (Jun 2012: 8,724,790) shares, being the weighted average number of shares in issue during the period. There are no dilutive instruments and therefore basic and diluted gain per share are identical.












The revenue return per Ordinary Share is based on the revenue return on ordinary activities for the period attributable to Ordinary shareholders of £612,686 (Jun 2012: £392,378) and on 9,207,380 (Jun 2012: 8,724,790) shares, being the weighted average number of shares in issue during the period. There are no dilutive instruments and therefore basic and diluted gain per share are identical.












The capital return per Ordinary Share is based on the capital return on ordinary activities for the period attributable to Ordinary shareholders of £2,589,674 (Jun 2012: £2,275,051) and on 9,207,380 (Jun 2012: 8,724,790) shares, being the weighted average number of shares in issue during the period. There are no dilutive instruments and therefore basic and diluted gain per share are identical.












ZDP Shares


The return per ZDP Share is based on the appropriation in respect of ZDP Shares and the amortisation of ZDP Share issue costs totalling £455,821 (Jun 2012: £420,344) and on 12,540,964 (Jun 2012: 12,000,000) shares, being the weighted average number of ZDP Shares in issue during the period.





















 

 

10

FINANCIAL ASSETS DESIGNATED AS AT FAIR VALUE THROUGH PROFIT OR LOSS












INVESTMENTS






30 Jun 2013


31 Dec 2012








GBP


GBP












Opening portfolio cost


          23,711,877


    17,493,826












Unrealised appreciation on valuation brought forward


          10,647,059


      4,548,837








Opening valuation


          34,358,936


    22,042,663








Movements in the period / year






Purchases at cost


          23,925,140


    21,500,190


Sales






 - proceeds


        (16,901,032)


  (16,822,771)


 - realised gains on sales


                462,847


      1,540,631








Unrealised appreciation on valuation for the period / year


            2,732,913


      6,098,222








Fair value of investments at 30 June 2013


          44,578,804


    34,358,936








Closing book cost


          31,198,832


    23,711,877


Closing unrealised appreciation


          13,379,972


    10,647,059










          44,578,804


    34,358,936








Realised gains on sales


                462,847


      1,540,631


 

Increase in unrealised appreciation


            2,732,913


      6,098,222


















Net gains on financial assets designated as at fair value through profit or loss


            3,195,760


      7,638,853












As at 30 June 2013, the closing fair value of investments comprises £36,464,737 (Dec 2012: £27,807,487) of equity shares and £8,114,067 (Dec 2012: £6,551,449) of fixed income securities.












IFRS 7 requires the fair value of investments to be disclosed by the source of inputs using a three-level hierarchy as detailed below:












Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);












Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2);












Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

 

 














The Investments held by the Company have been classified as Level 1. This is in accordance with the fair value hierarchy.












Details of the value of each classification are listed in the table below. Values are based on the quoted market bid prices of the investments as at the reporting date:






















Financial assets designated as at fair value through profit or loss


30 Jun 2013


30 Jun 2013


31 Dec 2012


31 Dec 2012




Market Value


Market Value


Market Value


Market Value




%


GBP


%


GBP












Level 1


100


     44,578,804


                        100


    34,358,936












Total


100


     44,578,804


100


    34,358,936












Derivative financial assets and liabilities designated as at fair value through profit or loss


30 Jun 2013


30 Jun 2013


31 Dec 2012


31 Dec 2012




Market Value


Market Value


Market Value


Market Value




%


GBP


%


GBP












Level 2 Derivative financial assets


100


             71,441


                        100


                 707












Level 2 Derivative financial liabilities


100


             19,255


-


                       -












There have been no transfers between levels of the fair value hierarchy during the period under review.












The derivative financial instruments held by the Company have been classified as Level 2. This is in accordance with the fair value hierarchy. The Company uses widely recognised valuation models for determining fair value of derivative financial instruments that use only observable market data and require little management judgement and estimation.





















11

RECEIVABLES
















30 Jun 2013


31 Dec 2012








GBP


GBP


Prepayments






                    8,377


              3,706 


Accrued income






                351,781


          314,408


Sundry receivables






                156,649


          100,350


















                516,807


          418,464











12

PAYABLES










(amounts falling due within one year)






30 Jun 2013


31 Dec 2012








GBP


GBP












Accrued expenses






                123,223


            26,066


Sundry payables






                             -


                       -


Trade creditors






                  47,435


            80,295


















                170,658


         106,361

 

13

ZDP SHARES











30 Jun 2013


31 Dec 2012








GBP


GBP












ZDP Share entitlement






          16,175,101

    12,496,984









The above entitlement comprises the following:












12,000,000 ZDP Shares issued 21 December 2011




          12,000,000

    12,000,000


2,967,103 ZDP Shares issued 29 May 2013




            3,247,791

                       -


Appropriation in respect of ZDP Shares




            1,223,506

         805,200







ZDP value (calculated in accordance with the Articles)




          16,471,297

    12,805,200


ZDP issue costs




              (409,463)

        (383,968)


Issue costs amortised




                113,267

            75,752








ZDP value (calculated in accordance with IFRS)




          16,175,101

    12,496,984







The fair value of the ZDP Shares is considered to be the same as the value calculated in accordance with IFRS.









ZDP Shares carry no entitlement to income distributions to be made by the Company. The ZDP Shares will not pay dividends but have a final capital entitlement at the end of their life on 31 January 2017 of 138 pence. It should be noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the Company's gross assets being sufficient on 31 January 2017 to meet the final capital entitlement of ZDP Shares. If the Company had been wound up on 30 June 2013, the ZDP Shares would have had an entitlement of 110.05 pence each. The ZDP Shares have the right to receive notice of and attend, but shall not have the right to vote at, any general meeting.









Under the Articles of Association, the Company is obliged to redeem all of the ZDP Shares on 31 January 2017 (if such redemption has not already been effected).









The number of authorised ZDP Shares is 50,000,000.

 

14

SHARE CAPITAL




















Authorised








GBP












Ordinary Shares of 1 pence each







    10,000,000






















Issued








Number of shares











The issue of Ordinary Shares took place as follows:







Ordinary Shares



11 February 1997


    29,600,002


Tender offer



17 January 2007


  (20,660,212)


Purchase of treasury shares - Year ended 31 December 2011




        (215,000)












Number of shares in issue at 1 January 2013




      8,724,790












Issue from treasury shares


25 April 2013


         215,000


Placing






29 May 2013


      2,210,418












Number of shares in issue at 30 June 2013




    11,150,208






























GBP












Issued capital as at 30 June 2013




         111,502











15

TREASURY SHARES
















30 Jun 2013


31 Dec 2012








GBP


GBP












Balance as at 1 January 2013





              (303,211)


        (303,211)


Reissued during the period





                303,211


                       -


















                             -


        (303,211)












All treasury shares were reissued to the open market on 25 April 2013.





















16

RELATED PARTIES




















Premier Asset Management (Guernsey) Limited is the Company's Manager and operates under the terms of the management agreement in force which gives it complete control over the Company's investment portfolio.












£142,609 (Jun 2012: £107,551) of costs were incurred by the Company with this related party in the period, of which £80,148 (Dec 2012: £62,382) was due to this related party as at 30 June 2013.












Directors' remuneration is disclosed in Note 6.

















 

17

FINANCIAL INSTRUMENTS









 











 


The Company's main financial instruments comprise:






 











 

(a)

Cash and cash equivalents that arise directly from the Company's operations;



 











(b)

Investments in listed entities and derivative financial assets and derivative financial assets;









 











(c)

ZDP Shares; and



















(d)

Derivative financial liabilities.



















18

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

 


The following table details the categories of financial assets and liabilities held by the Company at the reporting date:

 











 








30 Jun 2013


31 Dec 2012

 








GBP


GBP

 


Financial assets







 


Financial assets at fair value through profit or loss


          44,578,804


    34,358,936

 











 


Derivative financial assets


                  71,441


                 707

 









 


Total financial assets at fair value through profit or loss




          44,650,245


    34,359,643

 











 


Loans and receivables


            4,290,163


      1,036,839

 











 


Total assets




          48,940,408


    35,396,482

 











 


Financial liabilities







 


Financial liabilities at fair value through profit or loss





 


Accrued expenses


                170,658


         106,361

 


Derivative financial liabilities


                  19,255


                       -

 











 


Total financial liabilities at fair value through profit or loss




                189,913


         106,361

 











 


Financial liabilities measured at amortised cost




          16,175,101


    12,496,984

 











 


Total liabilities excluding net assets attributable to holders of Ordinary shares




          16,365,014


    12,603,345

 











 


Loans and receivables presented above represents cash and cash equivalents, balances due from brokers and other receivables as detailed in the Statement of Financial Position.

 











 


Financial liabilities measured at amortised cost presented above represents accrued expenses and ZDP Shares as detailed in the Statement of Financial Position.

 



 


Derivative financial assets presented above represent forward foreign exchange contracts. Long gilts exist but are valued at zero.

 











 


The main risks arising from the Company's financial instruments are market price risk, credit risk, liquidity risk, interest rate risk and foreign exchange risk. The Board regularly review and agrees policies for managing each of these risks and these are summarised below:

 

 













(a)

Market Price Risk










Market price risk arises mainly from uncertainty about future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Investment Advisers actively monitors market prices and reports to the Board as to the appropriateness of the prices used for valuation purposes. The Investment Advisers also attempt to minimise market price risk by undertaking a detailed analysis of the risk/reward relationship of each investee company prior to any investment being made.












Details of the Company's Investment Objective and Policy are given inside the front cover of this Report.












Price sensitivity










The following details the Company's sensitivity to a 15% increase and decrease in the market prices, with 15% being the sensitivity rate used when reporting price risk internally to key management personnel and representing management's assessment of the possible change in market prices.












At 30 June 2013, if market prices had been 15% higher with all the other variables held constant, the return attributable to shareholders for the period would have been £6,686,821 (Dec 2012: £5,153,840) greater, due to the increase in the fair value of financial assets at fair value through profit or loss. This would represent an increase in Net Assets of 20.53% (Dec 2012: 22.61%).












If market prices had been 15% lower with all the other variables held constant, the return attributable to shareholders for the period would have been £6,686,821 (Dec 2012: £5,153,840) lower, due to the decrease in the fair value of financial assets at fair value through profit or loss. This would represent a decrease in Net Assets of 20.53% (Dec 2012: 22.61%).











(b)

Credit risk










Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company. The directors receive financial information on a regular basis which is used to identify and monitor risk. It is Company policy not to invest more than 20% of the gross assets of the Company in the securities of any one company or group at the time the investment is made.












The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties. At 30 June 2013 the Company's largest exposure to a single investment was £1,821,830 (Dec 2012: £1,576,479), 3.72% (Dec 2012: 4.45%) of total assets.












Investors should be aware that the prospective returns to Ordinary Shareholders mirror the returns under the Quoted Securities held or entered into by the Company and that any default by an issuer of any such Quoted Security held by the Company would have a consequential adverse effect on the ability of the Company to pay some or all of the entitlement to Ordinary Shareholders. Such a default might, for example, arise on the insolvency of an issuer of a Quoted Security.











 












The Company's financial assets exposed to credit risk are as follows:






30 Jun 2013


31 Dec 2012








GBP


GBP














Financial assets designated as at fair value through profit or loss (fixed income securities only)


       8,114,067


            6,551,549




Cash and cash equivalents


       3,773,356


                618,376




Interest, dividends and other receivables


          516,807


                418,464








12,404,230


            7,588,389
























The credit ratings of the bonds in the income portfolio, as rated by Moody's Investor Services Inc ("Moodys") were:












Rating


30 Jun 2013


31 Dec 2012






Aaa


4.57%


1.16%






Aa


13.58%


4.09%






A


22.85%


15.30%






Baa


17.55%


24.46%






Ba


0.00%


5.58%






B


0.00%


2.22%






No rating available


41.45%


47.19%
















The cash and cash equivalents were held with BNP Paribas, which at the time of signing this report held a credit rating, as rated by Moody's, of A2.











(c)

Liquidity risk










Liquidity risk is the risk that the Company will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments. The Company's main financial commitment is its on-going operating expenses and the settlement of the obligation upon maturity of the ZDP Shares on 31 January 2017. The ZDP liability will be settled through realisation of the Company's investment portfolio.












The Investment Advisers ensure that the Company has sufficient liquid resources available to fulfil its operational plans and to meet its financial obligations as they fall due. This is monitored by carrying out a solvency calculation on a quarterly basis by reference to management accounts and revenue projections. The Board will approve, if appropriate, a Solvency Certificate resolution prior to declaring any interim distributions.












The ZDP Shares will not pay dividends but will have a final capital entitlement at the end of their life on 31 January 2017 of 138 pence. It should be noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the Company's gross assets being sufficient on 31 January 2017 to meet the final capital entitlement of the ZDP Shares.












The Board intend to monitor the financial position of the Company to ensure that it has sufficient liquid resources available to fulfil its obligation upon maturity of the ZDP Shares.

 




The table below details the residual contractual maturities of financial liabilities:












As at 30 June 2013:
















1-3 months


2-5 years








GBP


GBP


Financial liabilities including derivatives






Payables - due within one year


                170,658


                       -


Derivative financial instruments


                  19,255


                       -


ZDP Share entitlement


                             -


    20,654,602








                189,913


    20,654,602












As at 31 December 2012:
















1-3 months


2-5 years








GBP


GBP


Financial liabilities including derivatives






Payables - due within one year


                106,361


                       -


Derivative financial instruments


                             -


                       -


ZDP Share entitlement


                             -


    16,560,000








                106,361


    16,560,000





















(d)

Interest rate risk










The Company could hedge interest risk using various different methods.












The following table details the Company's exposure to interest rate risks. It includes the Company's assets and liabilities at fair values, categorised by the earlier of contractual re-pricing or maturity date measured by the carrying value of the assets and liabilities:


Less than

Fixed interest

Non-interest

Total

 


1 month


bearing


 


GBP

GBP

GBP

GBP

 

Financial assets





 

Financial assets at fair value through profit or loss on initial recognition

                   -

       8,114,067

  36,464,737

  44,578,804

 

Cash and cash equivalents

  3,773,356

                        -

                     -

    3,773,356

 

Interest, dividends and other receivables

                   -

                        -

        516,807

        516,807

 

Derivative financial instruments

                   -

                        -

          71,441

          71,441

 

Total financial assets

  3,773,356

       8,114,067

  37,052,985

  48,940,408

 






 

Financial liabilities





 

Derivative financial instruments

                   -

                        -

          19,255

          19,255

 

Payables

                   -

                        -

        170,658

        170,658

 

ZDP Share entitlement

                   -

    16,175,101

                     -

  16,175,101

 

Total financial liabilities

                   -

    16,175,101

        189,913

  16,365,014

 

Total interest sensitivity gap

  3,773,356

     (8,061,033)



 






 

As at 31 December 2012





 


Less than

Fixed interest

Non-interest

Total

 


1 month


Bearing


 


GBP

GBP

GBP

GBP

 

Financial assets





 

Financial assets at fair value through profit or loss on initial recognition

                   -

       6,551,549

  27,807,387

  34,358,936

 

Cash and cash equivalents

     618,376

                        -

                     -

        618,376

 

Interest, dividends and other receivables

                   -

                        -

        418,464

        418,464

 

Derivative financial instruments

                   -

                        -

                707

                707

 

Total financial assets

     618,376

       6,551,549

  28,226,558

  35,396,483

 






 

Financial liabilities





 

Derivative financial instruments

                   -

                        -

                     -

                     -

 

Payables

                   -

                        -

        106,361

        106,361

 

ZDP share entitlement

                   -

    12,496,984

                     -

  12,496,984

 

Total financial liabilities

                   -

    12,496,984

        106,361

  12,603,345

 

Total interest sensitivity gap

     618,376

     (5,945,435)



 

 






















Interest rate sensitivity takes account of the effect of interest rate movements on cash balances, loan amounts and fixed interest securities. Interest rate risk does not affect the cash flows of the fixed interest securities but does affect the fair value and as such this sensitivity has been reflected in the market price risk disclosures at Note 18a.












Interest rate sensitivity










If interest rates had been 25 basis points higher and all other variables were held constant, the Company's return attributable to Ordinary Shareholders for the period ended 30 June 2013 would have increased by approximately £4,717 (Dec 2012: £1,546) or 0.01% (Dec 2012: 0%) of Total Assets due to an increase in the amount of interest receivable on the bank balances.












If interest rates had been 25 basis points lower and all other variables were held constant, the Company's return attributable to Ordinary Shareholders for the period ended 30 June 2013 would have decreased by approximately £4,717 (Dec 2012: £1,546) or 0.01 % (Dec 2012: 0 %) of Total Assets due to a decrease in the amount of interest receivable on the bank balances.











(e)

Foreign exchange risk










Forward currency transactions are used to hedge the foreign currency exposure in bonds, other investments and cash balances held within the portfolio.  The purpose of the hedge is to protect the Company's assets from a decline in value that might arise from the depreciation of a foreign currency against Sterling.












At 30 June 2013, the Company's holdings in derivatives translated into GBP were as specified below:












Type of contract

Expiration


Underlying


Notional amount of contracts outstanding


Fair value assets / (liabilities)










 GBP


Forward

August 2013


Sold EUR


65,000


                (233)


Forward

August 2013


Sold EUR


360,000


            (1,790)


Forward

August 2013


Sold USD


700,000


            (1,108)


Forward

August 2013


Sold EUR


1,000,000


            (8,355)


Forward

August 2013


Sold USD


1,095,000


            (7,768)










          (19,255)












At 31 December 2012




















Type of contract

Expiration


Underlying


Notional amount of contracts outstanding


Fair value assets / (liabilities)










 GBP


Forward

March 2013


Sold USD


1,000,000


              5,229


Forward

March 2013


Sold EUR


1,455,000


            (4,522)










                 707











 



 











 












Exchange rate exposures are managed by minimising the amount of foreign currency held at any one time and entering into forward exchange contracts.

 











 


The following table sets out the Company's total exposure to foreign currency risk and the net exposure to foreign currencies of the monetary assets and liabilities:

 








Forward FX Contracts



 


30 June 2013








 




Monetary Assets


Monetary Liabilities



Net Exposure

 




GBP


GBP


GBP


GBP

 


Euro


   1,348,830


                        -


           (1,208,299)


140,530

 


US Dollar


    1,177,800


                        -


           (1,171,036)


6.764

 


Australian Dollar


          13,763


                        -


                             -


13,763

 








Forward FX Contracts



 


31 December 2012








 




Monetary Assets


Monetary Liabilities



Net Exposure

 




GBP


GBP


GBP


GBP

 


Euro


    1,380,666


                        -


           (1,176,773)


         203,893

 


US Dollar


        740,262


                        -


              (620,424)


         119,838

 


Australian Dollar


          14,527


                        -


                             -


            14,527

 











 


Amounts in the above table are based on the carrying value of monetary assets and liabilities and the underlying principle amount of forward currency contracts.

 











 

(f)

Capital management









 


The principal investment objectives of the Company are to provide Shareholders with a high income and also the opportunity for income and capital growth by investing primarily in smaller capitalised United Kingdom companies admitted to the Official List of the United Kingdom Listing Authority and traded on the London Stock Exchange or traded on AIM.

 











 


The Company's portfolio is invested in equities and high income and fixed interest and other income-bearing securities in order to achieve its investment objectives. It is the aim of the Company to provide both income and capital growth predominantly through investment of approximately 70% of the portfolio in smaller capitalised United Kingdom companies. The Company also aims to further enhance income for shareholders by investing approximately 30% of its assets in high yielding securities which will be predominantly fixed income securities (including corporate bonds, preference and permanent interest bearing shares, convertible and reverse convertible bonds and debentures) but may include up to 15% of the portfolio (measured at time of acquisition) in high yielding investment company shares.

 











 


As the Company's Ordinary Shares are traded on the London Stock Exchange, the Ordinary Shares may trade at a discount to their Net Asset Value per Share on occasion. However, the Directors and the manager monitor the discount on a regular basis and can use share buy backs to manage the discount.

 











 











 


The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the statement of financial position. Capital for the reporting periods under review is summarised as follows:

 











 






GBP





 


Distributable reserves



     10,358,007





 


Share capital and share premium



       6,997,298





 


Non distributable reserves



     15,220,089





 


Treasury shares



                        -





 










 


Total



     32,575,394





 











 


The distributable reserves comprise the revenue reserve and the special reserve. The non distributable reserves comprise the capital reserve. The special reserve was created on the cancellation of part of the Company's share premium account. The directors have resolved that the capital reserve is a non distributable reserve.

 











 

DIRECTORS AND ADVISERS

 

Board of Directors

 

Helen Foster Green (Chairman)

John Nigel Ward

David John Warr

 

Manager

Custodian

Premier Asset Management (Guernsey) Limited

PO Box 405

Anson Place, Mill Court

La Charroterie

St Peter Port

Guernsey GY1 3GF

BNP Paribas Trust Company (Guernsey) Limited

BNP Paribas House

St Julian's Avenue

St Peter Port

Guernsey GY1 3WE



Investment Adviser - Smaller Companies Portfolio

Corporate Broker

Unicorn Asset Management Limited

Preacher's Court

The Charterhouse

Charterhouse Square

London EC1M 6AU

Numis Securities Limited

10 Paternoster Square

London EC4M 7LT



Investment Adviser - Income Portfolio

Registrar

Premier Fund Managers Limited

Eastgate Court

High Street

Guildford GU1 3DE

Anson Registrars Limited

PO Box 426

Anson Place

Mill Court, La Charroterie

St Peter Port

Guernsey GY1 3GF



Administrator and Secretary

Registered Office

Anson Fund Managers Limited

PO Box 405

Anson Place, Mill Court

La Charroterie, St Peter Port

Guernsey GY1 3GF

Anson Place

Mill Court

La Charroterie

St Peter Port

Guernsey GY1 1EJ

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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