Preliminary Results
Baring Emerging Europe PLC
19 November 2003
19 November 2003
Baring Emerging Europe PLC
Preliminary unaudited announcement in respect of the period ended 30 September 2003
STATEMENT OF TOTAL RETURN
Revenue Capital Total
£000 £000 £000
Gains on investments - 30,384 30,384
Gains on foreign exchange - 7 7
Income 2,283 - 2,283
Investment management fee (714) (329) (1,043)
Other expenses (507) - (507)
Net return before interest payable and 1,062 30,062 31,124
taxation
Interest payable (1) - (1)
Net return before taxation 1,061 30,062 31,123
Taxation (307) - (307)
Return attributable to ordinary 754 30,062 30,816
shareholders
Dividend (488) - (488)
Transfers to reserves 266 30,062 30,328
Revenue Capital Total
Return per ordinary share 1.68p 67.01p 68.69p
Dividend per ordinary share 1.10p 1.10p
BALANCE SHEET 30 September 2003
£000
Fixed assets
Investments 116,548
Current assets
Debtors 3,396
Creditors: Amounts falling due within one year (3,500)
Net current liabilities (104)
Net assets 116,444
Capital and reserves
Called-up share capital 4,436
Share premium account 1,411
Special reserve 79,917
Redemption reserve 352
Capital reserve - realised 5,867
Capital reserve - unrealised 24,195
Revenue reserve 266
Total equity shareholders' funds 116,444
Net asset value per share 262.50p
CASHFLOW STATEMENT Period ended
30 September 2003
£000
Operating activities
Income received from investments 1,227
Interest received 1
Investment management fees paid (638)
Other cash payments (348)
Net cash inflow from operating activities 242
Taxation
Overseas tax paid (307)
Financial investment
Purchases of investments (65,953)
Sales of investments 66,420
Net cash inflow from financial investment 467
Net cash inflow before financing 402
Financing
Issue of shares 4,585
Buyback of shares (6,708)
Net cash outflow from financing (2,123)
Decrease in cash (1,721)
NOTES
(1) The Company was incorporated in England and Wales under the Companies Act
1985, as amended, and registered, as a public limited company on 11 October 2002. The Company
is a new United Kingdom investment trust company with an unlimited life which will take
advantage of investment opportunities associated with Emerging Europe and which was established
in connection with a scheme of reconstruction for The Baring Emerging Europe Trust PLC (in
liquidation) ('BEET'). The Company issued shares to BEET shareholders and BEET warrantholders
who elected to roll-over their investment into the Company. The Company is a closed-end
investment company which will direct its affairs to enable it to seek approval from the Inland
Revenue as an investment trust under section 842 of the Income and Corporation Taxes Act 1988
in respect of its current and future accounting periods.
(2) The abridged figures for 2003 are an extract from the Company's first
Financial Statements which cover the period from 11 October 2002 to 30 September 2003. These
Financial Statements have not yet been delivered to the Registrar of Companies, nor have the
Auditors yet reported on them.
(3) As part of the scheme of reconstruction of BEET (see note 1 above) the
Company allotted 47,112,697 ordinary shares of 10p each to BEET shareholders on 17 December
2002 for a consideration consisting mainly of portfolio assets and cash amounting in total to
£91,336,251. On 18 December 2002 a further 766,574 ordinary shares of 10p each were allotted
to former BEET warrantholders for a cash consideration of £1,487,080.
During the period 3,519,367 ordinary shares were bought back for cancellation at a cost of
£6,708,000. This includes the repurchase of 3,004,376 ordinary shares on 9 January 2003 that
were over-allotted in error on 17 December 2002 to three shareholders following the scheme of
reconstruction of BEET.
As at 30 September 2003 there were 44,359,906 ordinary shares of £0.10 each in issue.
(1) Pursuant to a special resolution passed on 8 November 2002, the Company's
application to reduce its share premium account was approved by the High Court and registered
with the Registrar of Companies on 18 December 2002. The amount of the reduction was
£86,624,982 representing the share premium arising on the issue of shares by the Company on 17
December 2002. This amount was transferred to a special reserve which is available for the
repurchase by the Company of its shares.
Share premium amounting to £1,410,423 was created on the issue 766,574 shares to BEET
warrantholders (see note 3 above).
(2) The Directors' Report and Statement of Accounts will be posted on Monday 15
December 2003.
(3) The Annual General Meeting will be held at 155 Bishopsgate, London EC2 on
Monday 26 January 2004 at 11.30 am.
(4) Subject to the approval of the Annual General Meeting, the annual dividend
will be paid on 20 February 2004 to Members on the Register at the close of business on 23
January 2004. The shares will be marked ex-dividend on 21 January 2004.
CHAIRMAN'S STATEMENT
COMPANY PERFORMANCE
The Company was launched on 17 December 2002 as part of the scheme of reconstruction of The
Baring Emerging Europe Trust PLC ('BEET') which is now in liquidation.
The Company's net asset value per share increased by 35.0% during the period under review
compared with an increase in the benchmark of 32.6% in the same period. The first part of the
period was dominated by the uncertainty surrounding military action in Iraq and deteriorating
economic news. This resulted in the 3.1% decline in the Company's net asset value that was
reported in the interim report. The fiscal and monetary stimulus introduced by the US to
support economic growth following the end of the war in Iraq triggered a sustained rally in
global equity markets. The markets in Central Europe performed well relative to world markets
led by the Russian market which rose by 59% (in sterling terms) driven by the strong oil price
and progress on the restructuring of UES, the largest Russian electricity Company.
It is also encouraging to see the emergence of a significant dividend stream from companies in
the region. This has enabled the Company to report a net return on the revenue account per
ordinary share of 1.68p and the Directors have therefore decided to recommend a dividend of
1.1p per share.
SHARE REPURCHASE AUTHORITY
As envisaged in the Company's prospectus we successfully applied to Court for the reduction of
the Company's share premium account to provide a distributable reserve, with restrictions, to
allow the operation of the share repurchase authority. As I reported in the interim report,
the Company announced on 9 January 2003 that it had repurchased 3,004,367 shares that were
over-allotted in error on 17 December 2002. A further 515,000 shares were repurchased during
the period in order to maintain the market rating of the Company's shares.
The Board seeks to limit the discount to NAV at which the Company's shares trade at a level
significantly below 12%. Should the average discount exceed 12% in the period of ninety days
prior to the publication of the Company's annual report the Company will offer to repurchase,
by way of a tender, up to 15% of the then outstanding share capital at 95% of NAV. During the
period under review, the average discount to NAV has been below 10% despite the volatility in
stock markets and exchange rates.
THE BOARD
As shareholders will be aware three members of the Board, namely Prince Abbas Hilmi, John
Cousins and I, were previously Directors of BEET. On 27 January 2003 we appointed Steve Bates
as a Director of the Company. Steve has extensive experience of both emerging and developed
equity markets and spent eighteen years with Flemings and successor companies until 2002.
ANNUAL GENERAL MEETING
The Annual General Meeting is being held on Monday 26 January 2004 at 155 Bishopsgate, London
EC2 commencing at 11.30 am. The formal business will be followed by a presentation from the
Investment Manager, after which there will be an opportunity for you to raise any specific
issues with them or any member of the Board.
OUTLOOK
The Board believe that the prospects for the region remain attractive and that it will
continue to generate above average long-term returns.
Iain Saunders
Chairman
19 November 2003
155 Bishopsgate, London EC2M 3XY
Tel: 020 7628 6000
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