Half-yearly report
ABERFORTH GEARED CAPITAL & INCOME TRUST plc
HALF YEARLY REPORT
For the six months ended 30 June 2009
FEATURES
Total Returns
Total Assets + 15.0%
Net Asset Value of Capital + 79.8%
Shares1
First Interim Dividend per 5.9p (2008: 5.9p)
Income Share
1 Capital Shares asset performance assumes Income Shares have a capital
entitlement of 100p each.
All data throughout this Half Yearly Report is to, or as at, 30 June 2009 as
applicable, unless otherwise stated.
CHAIRMAN'S STATEMENT TO SHAREHOLDERS
Introduction
For the six months to 30 June 2009, Aberforth Geared Capital & Income Trust
plc (AGCiT) recorded a total return on total assets of 15.0%. The Hoare
Govett Smaller Companies Index (Excluding Investment Companies) (HGSC (XIC)),
which is representative of AGCiT's opportunity base, recorded a total return
of 27.1% for the same period. The FTSE All-Share Index, representative of
larger companies, showed a total return of 0.8%.
AGCiT has a highly geared structure with a policy of maintaining gearing
towards the maximum level over the long term. The structure and gearing were
disadvantageous in 2007 and 2008 when stockmarkets generated negative returns
but have assisted in creating value for Shareholders in the period of rising
stockmarkets enjoyed since March. The net asset value of a Capital Share
(assuming 100p prior charge for the Income Shares) has risen by 79.8% from
91.94p at 31 December 2008 to 165.32p at 30 June 2009.
Borrowings and Interest Rate Swap
AGCiT's borrowing consists of a long term facility of £34.3m. This facility
expires on 31 December 2011. A supplementary overdraft facility of £4m,
negotiated in 2004, expired on 31 May 2009 and has not been renewed.
AGCiT has an interest rate swap in place that was established immediately
following the formation of the Company. The intention to enter such a
transaction was disclosed in the Company's prospectus. The purpose of the
transaction was to reduce significantly the volatility in the interest cost
and thus create more certainty for the Company's net income. The swap expires
on 30 September 2011. The current value of the swap is negative £2,065,000
owing to the low level of prevailing interest rates in the UK compared to the
rate at which the swap was agreed. This negative value is charged against
Capital and is currently equivalent to -19.7p per Capital Share. It has always
been the intention of your Board, ceteris paribus, to allow this swap
arrangement to run until its maturity, at which point it will have a zero
value.
Dividends
I am pleased to announce an unchanged first interim dividend payable to Income
Shareholders of 5.9p. As I suggested in my statement in January, there has
been a reduction in the dividends paid by UK companies and AGCiT has not been
immune from this trend. Indeed, it is likely that dividends from the UK
corporate sector will continue to decline throughout the remainder of this
year. AGCiT's earnings per share for the first half of 2009 are sufficient to
cover the payment of the 5.9p first interim dividend described above. For the
full year, earnings are currently expected to be below the level of the 12.6p
total dividend paid to Income Shareholders in 2008. Assuming current revenue
estimates prove accurate, your Board anticipates utilising a portion of the
revenue reserves to maintain the dividend payment at the 2008 level. Revenue
reserves, after accounting for the first interim dividend of 5.9p, are
equivalent to 6.45p per Income Share.
The first interim dividend will be paid on 21 August 2009 to Income
Shareholders on the register at 31 July 2009. The "ex dividend" date will be
29 July 2009.
Performance
While AGCiT's total asset total return against the UK stockmarket in general
has been satisfactory, the deviation from the return of the smaller company
universe deserves some explanation. The rally in the HGSC(XIC) since March
2009 has been dominated by significant returns from what might be considered
higher risk equities of which the majority do not have the income
characteristics consistent with AGCiT's investment requirements. I refer you
to the Managers' report for a detailed analysis of this topic.
Two factors give some comfort in regard to the most recent period. First the
gearing employed by AGCiT has been assistive in generating returns in a rising
market. Second, and with respect to income, analysis prepared by your
Managers indicates that the income reduction experienced by AGCiT, as a result
of lower dividends paid by its portfolio holdings, is considerably less than
that experienced by its investment opportunity base in aggregate.
Outlook
It is pleasing to be able to report on an, as yet brief, period of positive
returns for AGCiT. The recovery in stockmarkets since March has been
encouraged by an improvement in credit conditions and by the apparent
willingness of shareholders to refinance companies whose balance sheets
required support. There are many more issues facing companies and markets and
the path of recovery seems unlikely to be smooth. However, I have confidence
in your Managers' ability to navigate the portfolio through these difficult
times.
Alastair C. Dempster
Chairman
23 July 2009
MANAGERS' REPORT
Investment Background
It's really not supposed to be like this! Entering 2009, financial markets
remained extraordinarily risk averse, with credit markets still under stress
and much of the developed world in recession. Nevertheless, small UK quoted
companies ended June having recorded their strongest half year relative return
in eighteen years: the HGSC (XIC) produced a total return of 27.1%, which
dwarfed the FTSE All-Share's 0.8%. In an international context, the
performance of UK large companies was relatively good, with most major markets
down by 10-15% in sterling terms. Alongside small companies, emerging markets
were a bright spot, with Morgan Stanley's benchmark achieving a 19% capital
gain in sterling terms.
The rally in equity prices reflects a gradual relaxation in the extreme risk
aversion that permeated financial markets in the wake of Lehman's collapse.
This improvement in sentiment was in turn influenced by unprecedented monetary
easing that has taken interest rates in much of the developed world to
generational lows and introduced the reality of quantitative easing to
economies outside Japan. The benefits of this trickled through the credit
market and gradually brought corporate bond and money market spreads back from
extended levels. At the same time, shareholders in highly indebted publicly
quoted companies, faced with the alternative of insolvency, proved willing to
fund equity issues. These developments allowed markets to reset their sights
from an imminent descent into Depression and thus breathed life back into
those companies that had been priced to fail.
The first half also witnessed the return of the `decoupling trade', which is
founded upon the notion that emerging economies, China in particular, can take
up the strain of sustaining global demand as the US consumer succumbs to
recession. This was the financial markets' last hope in the early months of
2008, when commodities were the principal beneficiaries, but was caught up in
the all-consuming gloom of the second half. Its revival in 2009, manifest in
the strong performance from emerging markets and the revival in commodities,
reflects optimism that China's $600bn fiscal stimulus package might prove
sufficient to keep its economy growing at close to the targeted 8% rate.
While the risk of a return to the 1930s would appear to have receded,
developments in real economies around the world have hardly made for pleasant
reading. Industry has borne the brunt to date, with industrial production in
the UK down by 12% year-on-year and in Japan by 31%. However, the financial
markets this year have increasingly been focusing on the second derivative:
the year-on-year declines two months earlier had been running at 13% in the UK
and 37% in Japan. There is optimism, therefore, that, with the destocking
cycle having played out, manufacturing may be through the worst. However,
while these may indeed prove the `green shoots' of recovery, anecdotal
evidence from companies remains mixed. Moreover, consumer spending, a crucial
component of demand, is being assailed by a combination of falling house
prices, rising unemployment, a resurgent oil price, and the inevitability of
higher taxes to pay for the stimulus packages. With upwards pressure on
savings ratios, it is tough to assess whether the declines in output have yet
been sufficient to meet the adjusted levels of demand.
Performance Analysis
AGCiT's total asset total return over the first half was 15.0%. Given its
geared capital structure, a positive absolute return is crucial and it makes a
pleasant change from the problems of last year. The performance was
nevertheless some way behind the 27.1% return of the HGSC (XIC), which defines
AGCiT's opportunity base. The following paragraphs explain this performance.
The rally enjoyed by the HGSC (XIC) was unusual not just in terms of its
strength. It was powered by two groups of stocks: the "fallen stars" and the
"100% club".
· The fallen stars are a collection of 40 companies that were relegated to
the HGSC (XIC) on its annual rebalancing on 1 January. Among these companies
are familiar names, such as GKN and Rentokil, that once sat firmly in the FTSE
100. Often with substantial debt loads and large pension deficits, their share
prices suffered horribly in 2008. However, the renewed appetite for risk and
the feasibility of rescue rights issues have resuscitated many of these
companies. In aggregate, the fallen stars accounted for 25% of the total market
capitalisation of the HGSC (XIC) at the start of the year and for 29% of its
27.1% return over the first half.
· The 100% club comprises the 55 companies in the HGSC (XIC) whose share
prices at least doubled over the first half. Though there is an overlap of
seven, most of these companies are much smaller than the fallen stars. Their
cumulative weight within the HGSC (XIC) at the start of the year was 7%.
However, given their price movements, they accounted for another 33% of its
27.1% return over the first half.
AGCiT's experience of these two groups was mixed. It did reasonably well from
the 100% club. Its four holdings in this category made a significant
contribution to the strong absolute gains over the period, accounting for 28%
of AGCiT's return. However, exposure to the fallen stars was low: the two
holdings in this group were not large weights and together contributed just 5%
of AGCiT's return. Indeed, much of AGCiT's under-performance against the HGSC
(XIC) can be attributed to its low weighting in the fallen stars. There are
two reasons for this under-weight position.
· Reflecting the uncertain credit environment and impending recession,
AGCiT's portfolio at the start of the year was still biased towards companies
with strong balance sheets: one third of the portfolio by weight was invested in
businesses with net cash. This cautious orientation was diametrically opposed
to that of the fallen stars: their cumulative market capitalisation at the start
of the year was £23bn, whereas their cumulative net debt was £50bn. Moreover,
substantial pension deficits, which your Managers treat as debt when valuing
businesses, are a feature of many fallen stars.
· Given its investment objective, yield is always a fundamental focus for
AGCiT. Confronted at the start of the year with a downturn of uncertain
duration, your Managers considered the attractions of reasonably high and
sustainable dividend yields to be particularly important. Consistent with this,
AGCiT entered 2009 with an average portfolio yield of 6.1%. While six months
is, in any case, too short a period for the benefits of such a strategy to play
out, the stockmarket's focus was very much elsewhere: 22 of the 40 fallen stars
cut their dividends over the past year, but these cutters actually out-performed
the other 18 over the first half.
While over this short period of six months the market has been willing to
overlook dividend cuts, the underlying income experience has not been
propitious. Dividends across the large company universe have been reduced by
16%. The fall across the HGSC (XIC) was 38%, almost one third of which can be
attributed to the fallen stars. These declines compare unfavourably with the
early 1990s recession, when the aggregate dividends of large companies were
more or less unchanged, and small companies endured a drop of roughly 25%,
spread over a three year period. Clearly, those companies that have been
caught by both weaker trading and high gearing have little alternative but to
cut their dividends. However, others have cut for no good reason. Fashion
and weak advice seem to be influencing the thinking of many boards to the
detriment of long term returns to shareholders. AGCiT's portfolio has not
escaped unscathed but has fared relatively well: income generated by the
portfolio over the twelve months to the end of June fell by roughly 15% year-
on-year. This was not substantially out of line with your Managers'
forecasts. The portfolio's income profile remains conservative: the top ten
contributors account for one third of this year's expected income.
Over its history, AGCiT has benefited disproportionately from M&A activity.
In this, it has been helped by your Managers' preference for valuation
measures based on enterprise values, which corporate acquirers tend also to
use, over the simple price earnings ratio. This approach has, however, been
of limited assistance so far in 2009 given the dearth of M&A transactions:
only seven deals have been completed within the HGSC (XIC), compared with 42
over the course of 2008. Indeed, the stockmarket has swung decisively from de-
equitisation to re-equitisation, with rights issues, notably among the fallen
stars, rather than acquisitions keeping the investment bankers busy.
Conclusion & Investment Outlook
The first half of 2009 witnessed one of the strongest ever periods of
performance from small companies. AGCiT participated and secured a good
absolute return, which exceeded that of large companies but lagged the HGSC
(XIC). With the benefit of hindsight, the portfolio was too conservatively
oriented for the risk rally. Low exposure to the fallen stars has clearly
hampered relative performance so far this year. The question now confronting
your Managers is whether the fundamental developments over the quarter,
including the tentative stabilisation in trading conditions and substantial
equity issuance, justify the revaluations that these companies have enjoyed.
On the whole the fallen stars remain plagued by the structural problems that
originally deterred your Managers. Despite the rescue rights issues, these
companies tend still to be highly indebted at a time of economic uncertainty.
Indeed, in the case of at least one, there is speculation that another equity
issue may be required. Moreover, the often substantial defined benefit
pension schemes remain unaddressed. These factors may nevertheless be out-
weighed by particularly low equity valuations. However, it is not clear that
this is the case. The rally, the extra shares in issue and lower profits
exacerbated by high gearing have combined to move the average PE of the fallen
stars for the current year up to 11x and the average yield down to 2%.
There are more attractive values on offer within the investment universe, most
relevantly within the portfolio, whose average current year PE and yield are
8.7x and 4.7%. Within this are two holdings among fallen stars, but the
abundance of attractive value opportunities resides further down the scale of
market capitalisation, below the fallen stars and among the `smaller small'
companies. With the FTSE 250 on a historic PE of 10x and the FTSE SmallCap on
7x, the discount for size within the HGSC (XIC) is at its most exaggerated in
your Managers' experience. This is reflected in the portfolio's 27% over-
weight position in these cheaper `smaller small' companies. A reversion of
this discount to its long run average should, others things being equal, be
positive for AGCiT's performance. Your Managers consider that this approach,
rather than a belated pursuit of the fallen stars, is consistent with how the
portfolio has been managed successfully over the long term. Indeed, relative
performance has tended to lag in the initial phase of recovery but has
improved as the initial euphoria abated, which proved the case most recently
in 2003 and 2004.
30 June 2009 31 December 30 June 2008
2008
Characteristics AGCiT HGSC AGCiT HGSC AGCiT HGSC
(XIC) (XIC) (XIC)
Number of Companies 63 480 67 495 76 484
Weighted Average Market £303m £605m £249m £442m £317m £536m
Capitalisation
Price Earnings Ratio 7.3x 8.7x 6.4x 6.4x 9.2x 9.8x
(Historic)
Net Dividend Yield 5.2% 3.6% 6.1% 5.9% 4.2% 3.7%
(Historic)
Dividend Cover 2.7x 3.2x 2.6x 2.6x 2.6x 2.8x
(Historic)
As the table shows, the HGSC (XIC) ended June on a historic PE of 8.7x, which
is up from 6.4x at the year end. At play here are both rising share prices
and falling profits. This combination was a feature of the early 1990s
recession, when small companies made strong absolute and relative gains from
1990 to 1993, despite profits declining in each year. The market is currently
flirting with the notion that recovery is imminent. This is understandable:
recovery is unarguably closer and several indicators are giving cause for some
optimism. However, valuations for some of the main beneficiaries of a
cyclical upturn have already reached levels that discount a relatively prompt
return to peak profitability. This seems less plausible: the credit bubble
was an unsustainable boost to demand and, notwithstanding government stimulus
and re-equitisation, the de-leveraging process will take years to play out.
Accordingly, the portfolio retains its bias towards businesses that have been
temporarily overlooked in the rally, typically those with strong balance
sheets and good dividend yields. The potential for further absolute gains and
improved relative performance lies in the valuation advantage that the
portfolio presently enjoys, in part a result of its bias to `smaller small'
companies.
Aberforth Partners LLP
Managers
23 July 2009
INVESTMENT PORTFOLIO
Fifty Largest Investments as at 30 June 2009
Valuation % of
No Company £'000 Total Business Activity
1 Greggs 3,894 4.9 Retailer of sandwiches, savouries
and other bakery products
2 Robert Wiseman Dairies 2,943 3.7 Processing and distribution of milk
3 JD Sports Fashion 2,677 3.4 Retailer of sports and leisurewear
4 Brown (N.) Group 2,548 3.2 Home shopping catalogue retailer
5 Domino Printing Sciences 2,478 3.2 Manufacture of industrial
printing equipment
6 RPC Group 2,463 3.2 Manufacture of rigid plastic packaging
7 Beazley 2,389 3.0 Lloyds insurer
8 Spirax-Sarco Engineering 2,267 2.9 Engineering
9 Delta 2,217 2.8 Galvanising, manganese products
and industrial supplies
10 Evolution Group 1,988 2.5 Stockbroker and private client
fund manager
Top Ten Investments 25,864 32.8
11 Dunelm Group 1,918 2.5 Homewares retailer
12 Spectris 1,874 2.4 Manufacture of precision
instrumentation and controls
13 Halfords Group 1,868 2.4 Retailer of auto, leisure and
cycling products
14 Headlam Group 1,825 2.3 Distributor of floorcoverings
15 Phoenix IT Group 1,662 2.1 IT services
16 Brewin Dolphin Holdings 1,658 2.1 Stockbroker and private client
fund manager
17 Hampson Industries 1,613 2.0 Aerospace and automotive
18 Huntsworth 1,607 2.0 International public relations
19 Holidaybreak 1,539 2.0 Holiday, travel and educational services
20 Keller Group 1,431 1.8 Ground and foundation engineer
Top Twenty Investments 42,859 54.4
21 Henderson Group 1,383 1.8 Investment manager
22 BSS Group 1,343 1.7 Distribution of plumbing supplies & tools
23 Collins Stewart 1,335 1.7 Stockbroker and private client
fund manager
24 KCOM Group 1,283 1.6 Telecommunications services
25 Go-Ahead Group 1,228 1.6 Transport services
26 Wilmington Group 1,224 1.6 B2B information and training
27 RM 1,198 1.5 IT services for schools
28 Regus 1,168 1.5 Serviced offices
29 Interserve 1,139 1.4 Facilities, project & equipment
services
30 office2office 1,129 1.4 Distribution of office products
Top Thirty Investments 55,289 70.2
31 Microgen 1,106 1.4 Software and related services
32 Chaucer Holdings 1,089 1.4 Lloyds insurer
33 Venture Production 1,080 1.4 Oil exploration and development
34 Smiths News 1,072 1.4 Newspaper distributor
35 Bodycote 1,067 1.4 Industrial heat treatment
36 Micro Focus International 975 1.2 Software
37 UMECO 961 1.2 Advance composite materials and
supply chain management
38 Castings 940 1.2 Engineering
39 Senior 830 1.1 Automotive and aerospace
engineering
40 Hansard Global 822 1.0 Life assurance
Top Forty Investments 65,231 82.9
41 Game Group 817 1.0 Retailer of pc and video games
42 Galliford Try 807 1.0 Housebuilding and construction services
43 Business Post 791 1.0 Mail services
44 Air Partner 778 1.0 Aircraft broker
45 Low & Bonar 768 1.0 Manufacture of industrial textiles
46 Anite 767 1.0 Software
47 Dialight 720 0.9 LED based lighting solutions
48 Charles Stanley Group 709 0.9 Stockbroker and private client
fund manager
49 Future 663 0.9 Special interest consumer publisher
50 e2v technologies 658 0.8 Manufacture of electronic
components and sub-systems
Top Fifty Investments 72,709 92.4
Other Investments (13) 6,011 7.6
Total Investments 78,720 100.0
Net Liabilities (58,335)
Total Net Assets 20,385
INTERIM MANAGEMENT REPORT
Risks and Uncertainties
A review of the half year and the outlook for the Company can be found in the
Chairman's Statement and the Managers' Report. The Directors have established an
ongoing process for identifying, evaluating and managing the key risks faced by
the Company. The Board believes that the Company has a relatively high risk
profile in the context of the investment trust industry. This belief arises from
the Company employing a significant level of gearing to increase its yield and
to provide the potential for a growing level of dividend income and the
potential for geared capital appreciation (further information on the Company's
gearing levels can be found in the Capital Structure section of this report).
Some mitigating factors in the Company's risk profile include the facts that the
Company has a relatively simple capital structure; invests only in a diversified
portfolio of small UK quoted companies; and outsources all of its main
operational activities to recognised, well-established firms.
As the Company's investments consist of small UK quoted companies, the principal
risks facing the Company are market related and include market price, interest
rate, credit and liquidity risk. Additional risks faced by the Company include
investment objective, investment policy, share price discount, regulatory risk
and operational/financial risk. An explanation of these risks and how they are
managed can be found in the Directors' Report contained within the 2008 Annual
Report. These principal risks and uncertainties have not changed from those
disclosed in the 2008 Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that, to the best of their knowledge:
(i) the condensed set of financial statements has been prepared in accordance
with the Statement `Half-yearly financial reports' issued by the UK Accounting
Standards Board; and
(ii) the half-yearly report includes a fair review of information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication
of important events during the first six months of the year and their impact
on the financial statements together with 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 disclosure of
related party transactions and changes therein.
On behalf of the Board
Alastair C. Dempster
Chairman
23 July 2009
The Income Statement, Balance Sheet, Summary Reconciliation of Movements in
Shareholders' Funds, and Summary Cash Flow Statement are set out below: -
INCOME STATEMENT
(unaudited)
For the six months ended 30 June
2009
Revenue Capital Total
£ 000 £ 000 £ 000
Realised net losses on sales - (9,139) (9,139)
Movement in fair value - 17,769 17,769
--------- ---------- ----------
-
Net gains on investments - 8,630 8,630
Dividend income 2,034 74 2,108
Interest income 27 - 27
Other income 13 - 13
Investment management fee (83) (194) (277)
Transaction costs - (145) (145)
Other expenses (122) - (122)
--------- ---------- ----------
-
Net return before finance 1,869 8,365 10,234
costs and tax
Finance costs:
Interest (303) (706) (1,009)
Change in fair valuation of - 46 46
interest rate swap
--------- ---------- ----------
-
1,566 7,705 9,271
Finance costs:
Dividends on Income Shares (1,642) - (1,642)
classified as financial
liabilities (Note 2)
--------- ---------- ----------
-
Return on ordinary (76) 7,705 7,629
activities before tax
Tax on ordinary activities - - -
--------- ---------- ----------
-
Return attributable to (76) 7,705 7,629
shareholders
====== ====== ======
Returns per Share: (Note 3)
Income Share 6.39p - 6.39p
Capital Share - 73.38p 73.38p
DIVIDENDS
On 23 July 2009 the Board declared a first interim dividend for the year
ended 31 December 2009 of 5.9p per Income Share (2008 - 5.9p) payable on 21
August 2009.
INCOME STATEMENT
(unaudited)
For the six months ended 30 June
2008
Revenue Capital Total
£ 000 £ 000 £ 000
Realised net losses on sales - (489) (489)
Movement in fair value - (17,085) (17,085)
--------- ---------- ----------
-
Net losses on investments - (17,574) (17,574)
Dividend income 2,384 636 3,020
Interest income 73 - 73
Other income 9 - 9
Investment management fee (151) (353) (504)
Transaction costs - (231) (231)
Other expenses (140) - (140)
--------- ---------- ----------
-
Net return before finance 2,175 (17,522) (15,347)
costs and tax
Finance costs:
Interest (334) (782) (1,116)
Change in fair valuation of - 1,007 1,007
interest rate swap
--------- ---------- ----------
-
1,841 (17,297) (15,456)
Finance costs:
Dividends on Income Shares (1,642) - (1,642)
classified as financial
liabilities (Note 2)
--------- ---------- ----------
-
Return on ordinary 199 (17,297) (17,098)
activities before tax
Tax on ordinary activities (2) - (2)
--------- ---------- ----------
-
Return attributable to 197 (17,297) (17,100)
shareholders
====== ====== ======
Returns per Share: (Note 3)
Income Share 7.50p - 7.50p
Capital Share - (164.73p) (164.73p)
INCOME STATEMENT
(unaudited)
For the year ended 31 December
2008
Revenue Capital Total
£ 000 £ 000 £ 000
Realised net losses on sales - (2,378) (2,378)
Movement in fair value - (45,324) (45,324)
--------- ---------- ----------
-
Net losses on investments - (47,702) (47,702)
Dividend income 4,482 848 5,330
Interest income 89 - 89
Other income 12 - 12
Investment management fee (276) (645) (921)
Transaction costs - (373) (373)
Other expenses (268) - (268)
--------- ---------- ----------
-
Net return before finance 4,039 (47,872) (43,833)
costs and tax
Finance costs:
Interest (668) (1,560) (2,228)
Change in fair valuation of - (1,757) (1,757)
interest rate swap
--------- ---------- ----------
-
3,371 (51,189) (47,818)
Finance costs:
Dividends on Income Shares (3,087) - (3,087)
classified as financial
liabilities (Note 2)
--------- ---------- ----------
-
Return on ordinary 284 (51,189) (50,905)
activities before tax
Tax on ordinary activities (2) - (2)
--------- ---------- ----------
-
Return attributable to 282 (51,189) (50,907)
shareholders
====== ====== ======
Returns per Share: (Note 3)
Income Share 13.75p - 13.75p
Capital Share - (487.51p) (487.51p)
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
unaudited)
For the six months ended 30 June 2009
Capital
Share redemption Special Capital Revenue
capital reserve reserve reserve reserve Total
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000
Equity
shareholders 105 50 9,674 (175) 3,102 12,756
funds as at 31
December 2008
Return
attributable to - - - 7,705 (76) 7,629
shareholders
----- ----- ----- ----- ----- -----
Equity
shareholders 105 50 9,674 7,530 3,026 20,385
funds as at 30
June 2009
===== ===== ===== ===== ===== =====
For the year ended 31 December 2008
Capital
Share redemption Special Capital Revenue
capital reserve reserve reserve reserve Total
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000
Equity
shareholders 105 50 9,674 51,014 2,820 63,663
funds as at 31
December 2007
Return
attributable to - - - (51,189) 282 (50,907)
shareholders
----- ----- ------ ----- ----- ------
Equity
shareholders 105 50 9,674 (175) 3,102 12,756
funds as at 31
December 2008
===== ===== ===== ===== ===== =====
For the six months ended 30 June 2008
Capital
Share redemption Special Capital Revenue
capital reserve reserve reserve reserve Total
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000
Equity
shareholders 105 50 9,674 51,014 2,820 63,663
funds as at 31
December 2007
Return
attributable to - - - (17,297) 197 (17,100)
shareholders
----- ----- ----- ----- ----- -----
Equity
shareholders 105 50 9,674 33,717 3,017 46,563
funds as at 30
June 2008
===== ==== ===== ===== ===== =====
BALANCE SHEET
(unaudited)
As at 30 June 2009
30 June 31 30 June
2009 December 2008
2008
£'000 £'000 £'000
Fixed Assets: Investments
Investments at fair value through 78,720 70,930 105,217
profit or loss
------- ------- -------
Current assets
Amounts due from brokers 284 - 66
Interest rate swap - - 653
Other debtors 557 448 663
Cash at bank 11 - -
------- ------- -------
852 448 1,382
------- ------- -------
Creditors (amounts falling due
within one year)
Bank overdraft - (136) (554)
Amounts due to brokers - (16) (628)
Other creditors (45) (87) (86)
------- ------- -------
(45) (239) (1,268)
------- ------- -------
Net current assets/(liabilities) 807 209 114
------- ------- -------
Total assets less current 79,527 71,139 105,331
liabilities
Creditors (amounts falling due (59,142) (58,383) (58,768)
after more than one year) (Note
5)
------- ------- -------
Total net assets 20,385 12,756 46,563
====== ====== ======
Capital and reserves: Equity
interests
Called up share capital:
Capital shares 105 105 105
Reserves:
Capital redemption reserve 50 50 50
Special reserve 9,674 9,674 9,674
Capital reserve 7,530 (175) 33,717
Revenue reserve 3,026 3,102 3,017
------- ------- -------
Total equity 20,385 12,756 46,563
====== ====== ======
Net Asset Values:
- per Capital Share 187.31p 120.16p 449.28p
- per Income Share (Income 102.93p 100.57p 97.51p
Shares are classified as
financial liabilities)
NOTE
The Company had 24.5m Income Shares and 10.5m Capital Shares
in issue as at 30 June 2009, 31 December 2008 and 30 June
2008.
CASH FLOW STATEMENT
(unaudited)
For the six months ended 30 June 2009
6 months 6 months Year ended
ended ended
30 June 30 June 31 December
2009 2008 2008
£'000 £'000 £'000
Net cash inflow from operating 1,609 2,831 4,850
activities
------- ------- -------
Taxation
Taxation paid - (2) (2)
------- ------- -------
Net cash outflow from taxation - (2) (2)
------- ------- -------
Returns on investments and
servicing of finance
Interest and other finance costs (1,015) (1,096) (2,222)
paid
Dividends paid (1,642) (1,642) (3,087)
------- ------- -------
Net cash outflow from returns
on investments and servicing of (2,657) (2,738) (5,309)
finance
------- ------- -------
Capital expenditure and
financial investment
Payments to acquire investments (12,256) (19,952) (31,381)
Receipts from sales of 12,651 16,852 31,751
investments
------- ------- -------
Net cash inflow/(outflow) from 395 (3,100) 370
capital
expenditure and financial
investment
------- ------- -------
Net cash outflow before (653) (3,009) (91)
financing activities
------- ------- -------
Financing activities
Loans drawn down/(repaid) 800 2,455 (45)
------- ------- -------
Net cash inflow/(outflow) from 800 2,455 (45)
financing activities
------- ------- -------
Change in cash during the period 147 (554) (136)
====== ====== ======
Reconciliation of net return
before finance costs and
taxation to net cash inflow from
operating activities
Net return before finance costs 10,234 (15,347) (43,833)
and tax
Net (gains)/losses on (8,630) 17,574 47,702
investments
Transaction costs 145 231 373
(Increase)/decrease in debtors (109) 366 581
(Decrease)/increase in creditors (31) 7 27
------- ------- -------
Net cash inflow from operating 1,609 2,831 4,850
activities
====== ====== ======
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING STANDARDS
The financial statements have been prepared in accordance with UK generally
accepted accounting practice (UK GAAP) and the AIC's Statement of Recommended
Practice ``Financial Statements of Investment Trust Companies and Venture
Capital Trusts'' issued in January 2009. The total column of the Income
Statement is the profit and loss account of the Company. All revenue and
capital items in the Income Statement are derived from continuing operations.
No operations were acquired or discontinued in the period. The same
accounting policies used for the year ended 31 December 2008 have been
applied.
2. FINANCE COSTS: DIVIDENDS ON INCOME SHARES CLASSIFIED AS
FINANCIAL LIABILITIES
Six months Six months Year ended
ended ended
30 June 2009 30 June 2008 31 December
2008
£'000 £'000 £'000
Amounts recognised as
distributions to Income
Shareholders:
Second interim dividend for the - 1,642 1,642
year ended 31 December 2007 of
6.7p paid on 21 February 2008
First interim dividend for the - - 1,445
year ended 31 December 2008 of
5.9p paid on 21 August 2008
Second interim dividend for the 1,642 - -
year ended 31 December 2008 of
6.7p paid on 27 February 2009
------- ------- -------
1,642 1,642 3,087
====== ====== ======
A first interim dividend for the year ended 31 December 2009
of 5.9p will be paid on 21 August 2009 to Income Shareholders
on the register on 31 July 2009.
3. RETURNS PER SHARE
Six months Six months Year ended
ended ended
30 June 2009 30 June 2008 31 December
2008
£'000 £'000 £'000
Return per Income Statement £1,566 £1,841 £3,371
Less: Tax on ordinary activities - (£2) (£2)
--------- --------- ---------
Return attributable to Income £1,566 £1,839 £3,369
Shareholders
======== ======== ========
Number of Income Shares in issue 24,500,000 24,500,000 24,500,000
during the period
Return per Income Share 6.39p 7.50p 13.75p
Six months Six months Year ended
ended ended
30 June 2009 30 June 2008 31 December
2008
£'000 £'000 £'000
Return attributable to Capital £7,705 (£17,297) (£51,189)
Shareholders
======== ====== ========
Number of Capital Shares in 10,500,000 10,500,000 10,500,000
issue during the period
Return per Capital Share 73.38p (164.73p) (487.51p)
4. NET ASSET VALUE
Total net assets have been calculated in accordance with the provisions of
Financial Reporting Standard 4. Income Shares are classified as financial
liabilities and are carried on the balance sheet at their fair value of 100p
each which results in a total fair valuation of the Income Shares of
£24,500,000. This valuation does not reflect the rights of the Income Shares
under the Articles of Association on a return of assets. Set out below is a
reconciliation of the Capital Share net asset value on the basis of Income
Shares at 100p each and a reconciliation of Capital and Income share net
asset values in accordance with the Articles.
Net Asset Value of Capital Shares (based on Income Shares at
100p)
As at As at As at
30 June 2009 31 December 30 June 2008
2008
£'000 £'000 £'000
Total net assets 20,385 12,756 46,563
Revenue reserve (3,026) (3,102) (3,017)
------- ------- -------
Net Asset Value of Capital 17,359 9,654 43,546
Shares
====== ====== ======
Number of Capital Shares 10,500,000 10,500,000 10,500,000
NAV per Capital Share (Income 165.32p 91.94p 414.72p
Shares at 100p)
Net Asset Value of Capital and Income Shares (Articles basis)
Capital Income Total
Shares Shares
£'000 £'000 £'000
Total net assets as at 30 June 20,385 - 20,385
2009
Revenue reserve (3,026) 3,026 -
Capital entitlement of Income - 24,500 24,500
Shares at 31 March 2011
(valuation of Income Shares
disclosed within Creditors)
Adjustment to reflect capital 2,309 (2,309) -
entitlement not yet transferred
to Income Shareholders in
accordance with Articles
------- ------- -------
Net assets per Articles as at 30 19,668 25,217 44,885
June 2009
====== ====== ======
Number of shares 10,500,000 24,500,000
NAV per share (per Articles) 187.31p 102.93p
5. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
As at As at As at
30 June 2009 31 December 30 June 2008
2008
£'000 £'000 £'000
Loan facility (Base Rate) 2,600 1,800 4,300
Loan facility (LIBOR) 30,000 30,000 30,000
Less: unamortised issue costs (23) (28) (32)
Income shares 24,500 24,500 24,500
Interest rate swap 2,065 2,111 -
------- ------- -------
59,142 58,383 58,768
====== ====== ======
6. FURTHER INFORMATION
The foregoing do not constitute Statutory Accounts (as defined in section
434(3) of the Companies Act 2006) of the Company. The statutory accounts for
the year to 31 December 2008, which contained an unqualified Report of the
Auditors , have been lodged with the Registrar of Companies and did not
contain a statement required under section 237(2) or (3) of the Companies Act
1985(as amended). All information shown for the six months to 30 June 2009 is
unaudited.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties or assumptions that could cause actual results or events to
differ materially from those expressed or implied by those statements.
Forward looking statements regarding past trends or activities should not be
taken as representation that such trends or activities will continue in the
future. Accordingly, undue reliance should not be placed on forward looking
statements.
It is anticipated the Half Yearly Report will be posted to shareholders
during the week commencing 27 July 2009. Members of the public may obtain
copies from Aberforth Partners LLP, 14 Melville Street, Edinburgh EH3 7NS or
from its website at www.aberforth.co.uk.
Capital Structure
Summary
Aberforth Geared Capital & Income Trust plc has a split level capital
structure consisting of 24.5 million Income Shares and 10.5 million Capital
Shares. It has long-term bank debt facilities available amounting to £34.3
million, being equal to 100% of the netproceeds of the original issue of
shares. It is intended that the long-term facilities will be used close to
their full extent throughout the life of the Company. The effect of this
structure is to increase the yield and to provide the potential for a growing
level of dividend income for Income Shareholders, and the potential for geared
capital appreciation for the Capital Shareholders.
Income Shares
All net income earned by the Company is attributable to the Income Shares. It
is the intention to distribute substantially the whole of the net income each
year in accordance with the objective to provide a high dividend yield. The
Directors aim to increase dividends over the planned life of the Company.
Dividends will be paid half yearly. The Income Shares were issued with an
initial capital entitlement upon a winding up of 50.00p per Income Share which
increases daily, from the date of issue, on a straight line basis until 31
March 2011 at such a rate as will give a final entitlement of 100.00p. In the
event that the Company is not wound up on the planned winding up date of 31
December 2011, the capital entitlement of the Income Shares will continue at a
value of 100.00p. The Income Shares will rank after repayment of the bank debt
and any other liabilities of the Company but before any payment on the Capital
Shares. In the event that the value of the investment portfolio falls
significantly, then it is possible that the Income Shares will have no
underlying value at the planned winding up date. The Board has concluded that
the amount of £24.5 million raised through the issue of the Income Shares
falls under the definition of a financial liability within Financial Reporting
Standard 25. Consequently, this amount has been recorded as a long-term
liability in the Company's Balance Sheet. As at 30 June 2009, the middle
market price of an Income Share was 107p.
Capital Shares
The Capital Shares have a return that is entirely in the form of capital and
they have no entitlement to income. Capital Shareholders will be entitled to
all the Company's remaining net assets at the planned winding up date after
providing for payment in full of the final capital entitlement of 100.00p per
Income Share. There are two methods that can be used to calculate a Net Asset
Value (NAV) of a Capital Share. The detailed calculation is shown in note 4 on
page 19. The difference between the two relates to the NAV assumed for the
Income Shares. As described above the Income Shares have an initial capital
entitlement of 50.00p which increases daily, on a straight line basis, to
100.00p on 31 March 2011. The NAV of the Income Shares on 30 June 2009 was
102.93p (includes all revenue reserves). The NAV of a Capital Share on 30 June
2009 is therefore 187.31p, or alternatively 165.32p if one assumes a capital
entitlement of 100.00p for an Income Share. In the event that the value of the
investment portfolio falls sufficiently, then it is possible that the Capital
Shares will have no underlying value at the planned winding up date of 31
December 2011. As at 30 June 2009, the middle market price of a Capital Share
was 175p.
Bank Facilities
The Company seeks to enhance the returns to its shareholders by utilising
gearing in the form of bank borrowing. Accordingly, it has bank debt
facilities with Bank of Scotland under which it is entitled to draw down an
aggregate principal amount of up to £34.3 million. Of the facilities, £30
million is linked to LIBOR and has been matched with a swap transaction, which
has the effect of fixing the total interest cost at 6.47% (2008: 6.57%) for
the period to 30 September 2011. The swap transaction is not included in the
Company's investment portfolio. However, changes in its fair value are
recognised on the Income Statement and Balance Sheet. The fair value of the
interest rate swap based on market values at 30 June 2009 was negative
£2,065,000 (2008: positive £653,000). The balance of the debt facilities,
which amount to £4.3 million, has a variable rate of interest linked to bank
base rate and is utilised as required. The bank overdraft facility, which
amounted to £4.0 million, expired on 31 May 2009 and was not renewed. The long-
term bank debt amounting to £34.3 million is repayable on 31 December 2011,
although it may be repayable earlier if an event of default occurs. The long-
term debt facilities agreement contains, amongst others, a financial covenant
(tested annually at 31 December) that the ratio of the amount outstanding
under the long-term debt facilities and all other creditors (excluding Income
Shares and any liabilities arising from the interest rate swap) to the
aggregate value of all Permitted Investments shall not be greater than 0.7:1.
As at 30 June 2009 the ratio of long-term debt facilities and other creditors
(excluding Income Shares and any liabilities arising from the interest rate
swap) to the value of Permitted Investments was 0.4:1.
Interest on the bank debt is charged 70% to the capital reserves of the
Company and 30% to the revenue account of the Company. Changes to the fair
value of the interest rate swap are allocated 100% to Capital Shareholders.
Duration
The Directors are obliged by the Company's Articles of Association to convene
an Extraordinary General Meeting of the Company between 1 October 2011 and 31
December 2011 (both dates inclusive) at which an Ordinary Resolution will be
proposed to wind up the Company voluntarily on the planned winding up date -
being 31 December 2011. In the event that such resolution or any other
resolution to wind up, reconstruct or reorganise the Company is not passed at
such a meeting or any subsequent meeting, the Directors are obliged to convene
an Extraordinary General Meeting for the same date (or the immediately
preceding business day) in each succeeding year at which a resolution to wind
up the Company on the next anniversary of the planned winding up date will be
proposed. Income Shareholders shall have no vote on such resolutions. A
winding up will enable Capital Shareholders to realise the residual capital
value of their investment after the payment of the creditors, liquidation
costs and the capital and dividend entitlements of the Income Shareholders.
The Directors shall not be required to convene such an Extraordinary General
Meeting if a resolution shall previously have been passed to reconstruct or
reorganise the Company. In the event that such a resolution for reconstruction
is put to the Company at any time in the period after 1 April 2011, then
Income Shareholders shall have no vote on such resolution if the proposals
contained in it would result in the Income Shareholders receiving not less
than 100p in cash (in addition to any entitlement to undistributed revenue
reserve) for each Income Share held (whether or not an option may be given to
elect to receive such entitlement otherwise than in cash).
Please note that the above is a summary only. Full details of the rights
attached to the Capital Shares and Income Shares are set out in the Company's
Articles of Association.
Contact: John Evans or David Ross - Aberforth Partners LLP - 0131 220
0733
Aberforth Partners LLP, Secretaries - 23 July 2009
ANNOUNCEMENT ENDS