ARTEMIS ALPHA TRUST PLC (the "Company")
Half-Yearly Financial Report for the six months ended 31 October 2010
The UK market, represented by the FTSE All-Share Index, fell sharply in both May and June. But, a strong recovery distinguished the rest of the reporting period, and in the end the market was up by 4.2 per cent. Your Company had another satisfactory period, with the diluted net asset value returning 11.5 per cent on a total return basis for the six months ended 31 October 2010.
Our largest holdings are Vostok, Hurricane Exploration and Lynton Holding Asia. As it continues to prepare for an IPO next year, there has been little significant news from Vostok. As for Hurricane Exploration, we are waiting for further information from the company following its drilling in the west of Shetland basin. Oil has been discovered, and the company has reported that the results of the further drilling tests are encouraging. We also await an independent appraisal of these results to determine the commercial potential of the prospect, and what value may be attributed to the potential reserves. Lynton Holding Asia has been written up in value following a corporate transaction. Details of this are in the investment manager's review which follows.
The directors announced on 11 November 2010 the first interim dividend of 1.20p per share for the year ended 30 April 2011. It was announced earlier than normal as a result of the merger with Gartmore Growth Opportunities plc, in order to ensure that this dividend is paid to the existing shareholders of the Company. This dividend will be payable to shareholders on the register on 26 November 2010 and represents an increase of 4.3 per cent over the equivalent payment last year. It will be paid, in accordance with the Company's normal payment cycle, on 4 February 2011.
As shareholders will know, your Board announced on 11 November 2010 proposals for a merger with Gartmore Growth Opportunities plc ("GGO"). I am pleased to report that shareholders of both companies approved the proposals and the merger became effective on 10 December 2010. As part of these proposals, a number of changes to the capital structure of the Company have taken place. A full summary is set out in the notes which follow the financial statements. But I set out below a short summary of the changes arising from the merger:
- The Company has issued in aggregate a further 18,274,563 new ordinary shares to the manager warrantholders and the GGO shareholders who elected to roll over into the Company.
- The Company has also issued 6,894,338 subscription shares by way of a bonus issue, on a one-for-seven basis. These will expire on 31 December 2017 and be convertible into ordinary shares on a one-for-one basis, on 30 June and 31 December each year at a price of 345.0p. These shares are listed on the London Stock Exchange.
- The investment management fee arrangements have been revised to include a performance fee element. This fee will be calculated as 15% of the outperformance of the FTSE All-Share Index + 2% per annum on a rolling, three-year basis (except for the periods up to 30 April 2013,) as measured in relation to the Company's share price total return. There will be an annual cap applied to the fee, equivalent to 2.5% of the average market capitalisation, and any excess outperformance will be carried forward to the next period. The fee will also be subject to a high water mark.
The Company has entered into a new £15 million borrowing facility with The Royal Bank of Scotland plc ("RBS").Taken together with the existing RBS facility of £11.5 million, this will provide potential borrowings of up to £26.5 million, thereby enabling the Company to maintain its gearing levels in its enlarged state.
The effective date of the merger was 10 December 2010, and following completion, the Company had 48,265,766 ordinary shares (excluding treasury shares) and 6,894,338 subscription shares in issue. The net assets and market capitalisation of the Company were £151.0 million and £147.9 million respectively.
Charles Peel has resigned from the Board. Charles has served as a director since the appointment of Artemis Investment Management as investment manager in 2003. During this time he has proved to be a highly effective member of the Board and has made a tremendous contribution to the success of your Company. I, and my fellow directors, would like to record our thanks for his work over the years.
On completion of the merger with GGO, Ian Dighé, formerly a director of GGO joined the Board.
Apart from the changes in the share capital arising specifically from the merger, during the reporting period the Company made a number of market purchases of its own shares. A total of 137,000 shares were bought back and held in treasury. In addition, following the exercise of 35,000 manager warrants, the Company issued an equivalent number of new ordinary shares.
The discount to the diluted net asset value was 8.8 per cent at 31 October 2010, having averaged 6.4 per cent during the reporting period.
The investment manager operates an Investment Plan which enables investors to acquire shares in the Company either through lump sum investments or regular monthly investments. Investors can invest from £50 per month or lump sums of £1,000 and above, and there are no plan charges for acquiring shares through the Investment Plan (only broker's commission and stamp duty). If you would like to invest in the Company through the Investment Plan, please call the investment manager on 0800 092 2051 or visit the website, artemisonline.co.uk/pdf/brochures/alphatrustinvestmentplan.pdf.
As the investment manager's report which follows explains, the outlook for equities is finely balanced. The principal positive of robust corporate health must face the negative of an uncertain macro-economic environment, in particular ratios of debt to GDP in the mature economies that are clearly unsustainable.
This remains a stock-picking trust, however; and I am confident that the investment managers' proven ability will continue to meet our shareholders' expectations in the newly enlarged Company.
Chairman
21 December 2010
Over the reporting period the Company outperformed the FTSE All-Share Index by 7.3 percentage points. The diluted net asset value was up 11.5 per cent compared to 4.2 per cent for the market (FTSE All-Share Index). Our longer term performance remains good, with the diluted net asset value total return for three years and five years increasing 29.1 per cent and 81.5 per cent respectively. By comparison the market was down 4.8 per cent over the last three years and up 31.6 per cent over the last five.
Sometimes encouraged by signs of economic recovery and then discouraged by the continued consequences of the credit crisis, equity markets remained volatile. For example global equity markets were up 10 per cent in July, then down 7 per cent in August, then up 10 per cent in September. Rising by just under 7 per cent, the FTSE 100 Index had its best September since 1997. So on balance there were enough positives to move the market higher in the period under review.
The largest overall, if paradoxical, positive for equities and, indeed, for all assets was more quantitative easing. The US Federal Reserve announced a further $600 billion of it just after this reporting period. Running up colossal levels of debt, issuing huge quantities of government bonds and finally printing money to purchase these bonds is not a cure for the world's problems. In our view this is currency debasement, a form of monetary alchemy, and it is unlikely to end well. A second anomaly throughout the period has been the strength of government bonds, most of whose yields are at record lows.
Meanwhile, the issues of sovereign debt have returned to the fore. Some say that just as investors 'got over' Greece in the summer, present travails are just a short-term top to be overcome as soon as markets have digested Ireland. If Herr Weber, president of the Bundesbank, says the €750 billion package of this summer "will have to be increased," then against the taxes of those yet unborn, increased it will be.
On the other hand, Spain's economy is double that of Ireland, Portugal and Greece combined. Some 100,000 houses and apartments owned by banks are already on the market. Yet as new accounting rules prompt lenders to dump depreciating assets, the number of foreclosed homes for sale in Spain may triple next year. Spanish lenders already have a declared total of €181 billion in "troubled" construction and real estate loans. Greece, Portugal and Ireland may be manageable. Perhaps Spain won't be?
Over the reporting period we have continued with our main portfolio themes: oil and gas, financials and food producers, which together represent around 54 per cent of the portfolio.
In the oil and gas portfolio, there was positive news from Cove Energy, which announced a discovery of hydrocarbons in its east coast Tanzanian block. Strong share price performance followed and this made it the second largest contributor to performance over the period. On the back of the rising share price, we took the opportunity to take some profits on this investment.
Elsewhere in this section of the portfolio, we took considerable profits on Zhaikmunai, with a full disposal, and made new investments in Exillon Energy, DEO Petroleum and President Petroleum. Unfortunately, our worst performing stock over the period was also in this sector. Providence Resources, an Irish explorer and gas storage business, which failed to sell assets to Petronas. The market took this badly.
The recovery, and subsequent rise, in the value of palm oil has boosted the share prices of New Britain Palm Oil, REA Holdings and Asian Plantations, all making positive contributions to performance over the period. We believe that these shares still offer good value.
In the financial sector our main purchase was Evolution Group. We also bought Jupiter Fund Management at its IPO, but sold out again, booking profits.
The other main investment activity included purchases of Betfair, TT Electronics, Halfords and Blacks Leisure on attractive valuations. As for sales, we disposed of Weir Group, which has been an outstanding investment since we bought it and is now a FTSE 100 company.
In the unquoted portfolio, the Chairman has commented in his statement on the largest of these. The main event in this section of the portfolio was with Lynton Holding Asia. The company is a holding company which has a single investment, a significant stake in an aviation business, Hawker Pacific. The valuation of Hawker Pacific has been validated through a significant new investment by Seacor, a US-listed transportation business, acquiring around 30 per cent of Hawker's equity. This external valuation has been reflected in Lynton and this has resulted in the Company's holding being written up in value. The uplift has added around 9p per share to the Company's net asset value.
The valuation of Reaction Engines was increased, as it raised further money at a higher price than our investment cost. There were also two successful listings from the unquoted portfolio in the period. Transaction Solutions International and Central Asia Metals gained listings in Australia and on AIM, respectively.
Set out below is the attribution analysis showing the stocks which had the greatest effect, positive and negative, on performance over the six months to 31 October 2010.
|
Contribution |
Lynton Holding Asia |
3.8 |
Cove Energy |
1.4 |
New Britain Palm Oil |
1.4 |
Reaction Engines |
1.3 |
Weir Group |
1.1 |
|
Contribution |
Providence Resources |
(1.6) |
IGAS Energy |
(0.9) |
Telford Homes |
(0.9) |
CVS Group |
(0.9) |
Salamander Energy |
(0.6) |
This is a stock-picking trust, rather than one which takes a view on macro-matters. Although volatility in equity markets has increased and investors remain sensitive to all economic releases and the ongoing refinancing of indebted countries, we continue to find excellent value in our equity investments.
We will also be working on the portfolio of investments the Company received as part of the GGO transaction. We look forward to reporting on this, and on the rest of the portfolio, at the year end.
Fund Managers
Artemis Investment Management LLP
21 December 2010
Responsibility Statement of the Directors in respect of the Half-Yearly Financial Report
We confirm that to the best of our knowledge, in respect of the Half-Yearly Financial Report for the six months ended 31 October 2010:
- the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' issued by the International Accounting Standards Board as adopted by the EU;
- the interim management report includes a fair review of the information required by:
(a) Disclosure and Transparency Rule 4.2.7R (indication of important events during the first six months; and a description of the principal risks and uncertainties for the remaining six months of the year); and
(b) Disclosure and Transparency Rule 4.2.8R (related party transactions).
For and on behalf of the Board
Chairman
21 December 2010
Condensed Income Statement
For the six months ended 31 October 2010
|
|
Six months ended |
Six months ended (unaudited) |
Year ended (audited) |
||||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Investment income |
|
|
|
|
|
|
|
|
|
1,085 |
Other income |
|
118 |
-- |
118 |
304 |
-- |
304 |
560 |
-- |
560 |
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
572 |
-- |
572 |
939 |
-- |
939 |
1,645 |
-- |
1,645 |
|
|
|
|
|
|
|
|
|
|
|
Gains on investments |
|
-- |
|
|
|
|
|
|
|
|
Gains/(losses) on current asset investments |
|
|
|
|
|
|
|
|
|
|
Currency gains |
|
-- |
13 |
13 |
-- |
12 |
12 |
-- |
20 |
20 |
|
|
|
|
|
|
|
|
|
|
|
Total income |
|
572 |
11,012 |
11,584 |
918 |
21,465 |
22,383 |
1,754 |
28,351 |
30,105 |
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
Investment management fees |
|
(28) |
(250) |
(278) |
(23) |
(206) |
(229) |
(50) |
(450) |
(500) |
Other expenses |
|
(127) |
-- |
(127) |
(165) |
-- |
(165) |
(338) |
-- |
(338) |
|
|
|
|
|
|
|
|
|
|
|
Profit before finance costs and tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
(19) |
(170) |
(189) |
(3) |
(31) |
(34) |
(17) |
(160) |
(177) |
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
398 |
10,592 |
10,990 |
727 |
21,228 |
21,955 |
1,349 |
27,741 |
29,090 |
|
|
|
|
|
|
|
|
|
|
|
Tax |
|
(8) |
-- |
(8) |
(71) |
50 |
(21) |
(157) |
125 |
(32) |
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
390 |
10,592 |
10,982 |
656 |
21,278 |
21,934 |
1,192 |
27,866 |
29,058 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share (basic) |
|
|
|
|
|
|
|
|
|
|
Earnings per share (diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total column of this statement represents the Statement of Comprehensive Income of the Group, prepared in accordance with International Financial Reporting Standards. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.
As at 31 October 2010
|
|
31 October 2010 |
31 October 2009 |
30 April 2010 |
Non-current assets |
|
|
|
|
Investments |
|
110,123 |
90,228 |
100,480 |
|
|
|
|
|
Current assets |
|
|
|
|
Investments held by subsidiary |
|
1,669 |
130 |
1,133 |
Other receivables |
|
2,941 |
163 |
315 |
Cash |
|
189 |
661 |
603 |
|
|
|
|
|
|
|
4,799 |
954 |
2,051 |
|
|
|
|
|
Total assets |
|
114,922 |
91,182 |
102,531 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Other payables |
|
(2,662) |
(2,299) |
(1,213) |
Bank overdraft |
|
(716) |
-- |
-- |
Bank loan |
|
(11,500) |
(5,000) |
(11,500) |
|
|
|
|
|
|
|
(14,878) |
(7,299) |
(12,713) |
|
|
|
|
|
Net assets |
|
100,044 |
83,883 |
89,818 |
|
|
|
|
|
Equity attributable to equity holders |
|
|
|
|
Share capital |
|
305 |
328 |
305 |
Share premium |
|
24,157 |
24,116 |
24,116 |
Special reserve |
|
1,592 |
2,749 |
1,910 |
Warrant reserve |
|
1,270 |
1,278 |
1,278 |
Capital redemption reserve |
|
32 |
9 |
32 |
Retained earnings -- revenue |
|
1,881 |
1,784 |
1,970 |
Retained earnings -- capital |
5 |
70,807 |
53,619 |
60,207 |
|
|
|
|
|
Total equity |
|
100,044 |
83,883 |
89,818 |
|
|
|
|
|
Net asset value per share (basic) |
|
|
|
|
Net asset value per share (diluted) |
|
|
248.22p |
|
|
|
|
|
|
For the six months ended 31 October 2010
|
Six months ended 31 October 2010 (unaudited) |
|||||||
|
|
|
|
|
Capital |
|
|
|
|
Share |
Share |
Special |
Warrant |
redemption |
Retained earnings |
|
|
|
capital |
premium |
reserve |
reserve |
reserve |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 May 2010 |
|
|
|
|
|
|
|
|
Total comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
Transactions with owners recorded directly to equity: |
|
|
|
|
|
|
|
|
Repurchase of own shares |
-- |
-- |
(318) |
-- |
-- |
-- |
-- |
(318) |
Exercise of manager warrants |
-- |
41 |
-- |
(8) |
-- |
-- |
8 |
41 |
Dividends paid |
|
|
|
|
|
(479) |
|
|
|
|
|
|
|
|
|
|
|
At 31 October 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended 31 October 2009 (unaudited) |
|||||||
|
|
|
|
|
Capital |
|
|
|
|
Share |
Share |
Special |
Warrant |
redemption |
Retained earnings |
|
|
|
capital |
premium |
reserve |
reserve |
reserve |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 May 2009 |
327 |
23,984 |
2,878 |
1,299 |
9 |
1,584 |
32,320 |
62,401 |
Total comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the period |
-- |
-- |
-- |
-- |
-- |
656 |
21,278 |
21,934 |
Transactions with owners recorded directly to equity: |
|
|
|
|
|
|
|
|
Repurchase of own shares |
-- |
-- |
(129) |
-- |
-- |
-- |
-- |
(129) |
Exercise of manager warrants |
1 |
132 |
-- |
(21) |
-- |
-- |
21 |
133 |
Dividends paid |
-- |
-- |
-- |
-- |
-- |
(456) |
-- |
(456) |
|
|
|
|
|
|
|
|
|
At 31 October 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 30 April 2010 (audited) |
|||||||
|
|
|
|
|
Capital |
|
|
|
|
Share |
Share |
Special |
Warrant |
redemption |
Retained earnings |
|
|
|
capital |
premium |
reserve |
reserve |
reserve |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 May 2009 |
327 |
23,984 |
2,878 |
1,299 |
9 |
1,584 |
32,320 |
62,401 |
Total comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the period |
-- |
-- |
-- |
-- |
-- |
1,192 |
27,866 |
29,058 |
Transactions with owners recorded directly to equity: |
|
|
|
|
|
|
|
|
Repurchase of own shares |
|
|
|
|
23 |
|
|
|
Exercise of manager warrants |
1 |
132 |
-- |
(21) |
-- |
-- |
21 |
133 |
Dividends paid |
-- |
|
|
|
|
(806) |
|
(806) |
|
|
|
|
|
|
|
|
|
At 30 April 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended 31 October 2010
|
Six months ended |
Six months ended |
Year ended |
Operating activities |
|
|
|
Profit before tax |
10,990 |
21,955 |
29,090 |
Interest payable |
189 |
34 |
177 |
Gains on investments |
(10,999) |
(21,453) |
(28,331) |
Currency gains |
(13) |
(12) |
(20) |
Losses/(gains) on current asset investments |
-- |
21 |
(109) |
(Increase)/decrease in other receivables |
(12) |
336 |
376 |
(Decrease)/increase in payables |
(147) |
8 |
201 |
|
|
|
|
Net cash (outflow)/inflow from operating activities before interest and tax |
8 |
889 |
1,384 |
|
|
|
|
Interest paid |
(189) |
(34) |
(177) |
Irrecoverable overseas tax suffered |
-- |
(21) |
(32) |
|
|
|
|
Net cash (outflow)/inflow from operating activities |
(181) |
834 |
1,175 |
|
|
|
|
Investing activities |
|
|
|
Purchases of investments |
(27,238) |
(29,898) |
(63,528) |
Sales of investments |
27,032 |
22,149 |
50,062 |
|
|
|
|
Net cash outflow from investing activities |
(206) |
(7,749) |
(13,466) |
|
|
|
|
Financing activities |
|
|
|
Repurchase of own shares |
(318) |
(129) |
(968) |
Exercise of manager warrants |
41 |
134 |
133 |
Dividends paid |
(479) |
(456) |
(806) |
|
|
|
|
Net cash outflow from financing activities |
(756) |
(451) |
(1,641) |
|
|
|
|
Net decrease in cash and cash equivalents |
(1,143) |
(7,366) |
(13,932) |
|
|
|
|
Cash and cash equivalents at the start of the period |
(10,897) |
3,015 |
3,015 |
Effect of foreign exchange rate changes |
13 |
12 |
20 |
|
|
|
|
Cash and cash equivalents at the end of the period |
(12,027) |
(4,339) |
(10,897) |
|
|
|
|
Bank loan |
(11,500) |
(5,000) |
(11,500) |
Bank overdraft |
(716) |
-- |
-- |
Cash |
189 |
661 |
603 |
|
|
|
|
|
(12,027) |
(4,339) |
(10,897) |
|
|
|
|
1. Accounting policies
The Group's Half-Yearly Financial Report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', the provisions of the Companies Act 2006 and with the guidance set out in the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts issued by the Association of Investment Companies in January 2009.
The Half-Yearly Financial Report has been prepared under the same accounting policies as the Annual Financial Statements for the year ended 30 April 2010.
2. Earnings per ordinary share
|
Six months ended 31 October 2010 |
Six months ended 31 October 2009 |
Year ended 30 April 2010 |
Earnings per share is based on: |
|
|
|
Revenue earnings (£'000) |
390 |
656 |
1,192 |
Capital earnings (£'000) |
10,592
|
21,278
|
27,866
|
Total earnings (£'000) |
10,982
|
21,934
|
29,058
|
Weighted average number of shares in issue during |
30,011,861 |
30,388,992 |
30,345,066 |
Weighted average number of shares in issue during |
33,304,491
|
32,927,822
|
33,273,145
|
3. Net asset value per ordinary share
|
As at 31 October 2010 |
As at 31 October 2009 |
As at 30 April 2010 |
Net asset value per share is based on: |
|
|
|
Net assets (£'000) |
100,044
|
83,883
|
89,818
|
Number of shares in issue at the end of the period (basic) |
29,991,203 |
30,441,703 |
30,093,203 |
Assumed exercised manager warrants at the end of period |
6,533,982 |
6,568,982 |
6,568,982 |
Number of shares in issue at the end of the period (diluted) |
36,525,185 |
37,010,685 |
36,662,185 |
4. Dividends
|
Six months ended 31 October 2010 £'000 |
Six months ended 31 October 2009 £'000 |
Year ended 30 April 2010 £'000 |
Second interim dividend for year ended 30 April 2009 - 1.50p |
- |
456 |
456 |
First interim dividend for year ended 30 April 2010 - 1.15p |
- |
- |
350 |
Second interim dividend for year ended 30 April 2010 - 1.60p |
479
|
-
|
-
|
|
479
|
456
|
806
|
A first interim dividend for the year ending 30 April 2011 of £360,000 (1.20p per ordinary share) has been declared. This will be paid on 4 February 2011 to those shareholders on the register at close of business on 26 November 2010.
5. Analysis of retained earnings - capital
|
31 October 2010 £'000 |
31 October 2009 £'000 |
30 April 2010 £'000 |
Retained earnings - capital (realised) |
51,223 |
44,293 |
53,196 |
Retained earnings - capital (unrealised) |
19,584
|
9,326
|
7,011
|
|
70,807
|
53,619
|
60,207
|
6. Comparative information
The financial information for the six months ended 31 October 2010 and 31 October 2009 has not been audited and does not constitute statutory financial statements as defined in Section 234 of the Companies Act 2006.
The information for the year ended 30 April 2010 has been extracted from the Audited Financial Statements for the year ended 30 April 2010. These financial statements contained an unqualified auditor's report and have been lodged with the Registrar of Companies and did not contain a statement required under Section 498 of the Companies Act 2006.
Pursuant to DTR 4.2.7R of the Disclosure and Transparency Rules, the principal risks faced by the Company include general market price risk, liquidity risk, regulatory, and financial risks.
These risks, which have not materially changed since the Annual Report for the year ended 30 April 2010, and the way in which they are managed are described in more detail in the Annual Report for the year ended 30 April 2010 which is available on the Investment Manager's website at artemisonline.co.uk.
8. On 1 October 2010, the business of Artemis Investment Management Limited was transferred to Artemis Investment Management LLP. The investment management agreement has been novated to reflect this change.
9. The Company's investments in unquoted companies were revalued at a meeting of the directors and reflected in the daily net asset value on 6 December 2010.
As shareholders are aware, your Board announced proposals for a merger with GGO on 11 November 2010. As part of these proposals a number of changes to the Company's capital have taken place, together with a number of other changes in relation to ancillary matters. The transaction became effective on 10 December 2010 and the main changes are summarised below:
- Summary of updated share capital following completion:
1. Ordinary shares in issue 48,817,266 (including 551,500 in treasury)
2. Subscription shares in issue 6,894,338
- All manager warrants were exercised early and 6,533,282 new ordinary shares were issued to the holders of these warrants in exchange for cash of £7.9 million. These funds were used to fund part of the cash exit provided to GGO shareholders under the terms of the merger.
- All shareholders have received a bonus issue of subscription shares, which were issued on the basis of one subscription share for every seven ordinary shares held. These subscription shares have a seven year life and can be exercised on 30 June and 31 December each year until 31 December 2017, at a price of 345.0p, which was calculated at a premium of 10 per cent over the prevailing net asset value on the 10 December 2010.
- As the manager warrants were originally set up as an incentive for the Investment Manager, in order to continue the incentivisation of the Investment Manager, the management fee arrangements have been amended and now include a performance fee element. The Investment Manager will be entitled to 15 per cent of any outperformance of the FTSE All-Share Index plus 2 per cent per annum by the Company's share price total return, on a rolling three year period (save for the periods up to 30 April 2013). This fee will be subject to a high water mark, and subject to an annual cap of 2.5 per cent of the average market capitalisation of the Company over the last 10 business days of the performance period. Where the cap is applied, any outperformance above the cap will be carried forward to future performance periods.
- As the subscription shares have a life ending on 31 December 2017, the Company has amended its Articles of Association to provide that the next continuation vote for the Company will take place at the annual general meeting to be held in 2018, after the expiry of the subscription shares.
- The Company has entered into a new £15 million borrowing facility with RBS. This, together with the existing facility with RBS, will provide the Company total facilities of £26.5 million. Of the new facility, £8.5 million was drawn down to partially fund the cash exit provided to GGO shareholders under the terms of the merger and for general investment purposes. The balance will be used at the discretion of the Investment Manager in the ongoing management of the portfolio, subject always to the Board's policy on borrowings.
- The net assets and market capitalisation of the Company as at 10 December 2010 were £151.0 million and £147.9 million respectively.
Artemis Investment Management LLP
Company Secretary
For further information, please contact:
Billy Aitken at Artemis Investment Management LLP
Telephone: 0131 225 7300
21 December 2010