Final Results
Henderson Strata Investments PLC
29 November 2006
HENDERSON STRATA INVESTMENTS PLC
29 November 2006
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Highlights:
• NAV per share up 31.3% to 709.3p from 540.3p
• Share price up 30.3% to 646.5p from 496.0p
• Marked outperformance of the benchmark (which returned 26.8%) and the FTSE
All-Share Index (which returned 21.7%)
• New investment strategy announced on 24 November 2006
'I am pleased to report excellent results. The net asset value per share rose
by 31.3% in the year ended 31 October 2006 and the share price by 30.3%. Over
the same period the FTSE Fledgling (excluding investment companies) Index
returned 26.8% while the FTSE All-Share Index returned 21.7%. These figures
include income.
Despite the achievement of the Company's stated discount control objective and
the strong performance of the Company's fund manager, Colin Hughes, against his
benchmark, the Board has concluded that the requirement for share repurchases is
such as to jeopardise the viability of the Company in its current form. As a
result, we announced last week proposals for a new investment strategy which we
believe will have a strong appeal for current and potential investors. We shall
be circulating full details to shareholders next month.'
George Burnett, Chairman
For further information, please contact:
George Burnett James de Sausmarez
Chairman Head of Investment Trusts
Henderson Strata Investments plc Henderson Global Investors
Telephone: 01372 362300 Telephone: 020 7818 3349
Colin Hughes or Sarah Gibbons-Cook
Fund Manager Investor Relations and PR Manager
Henderson Strata Investments plc Henderson Global Investors
Telephone: 020 7818 5714 Telephone: 020 7818 3198
Page 2 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Review of the year
Henderson Strata Investments plc reports excellent results. The net asset value
per share rose by 31.3% in the year ended 31 October 2006, to 709.3p from
540.3p, and the share price by 30.3%, to 646.5p from 496.0p. Over the same
period the FTSE Fledgling (excluding investment companies) Index returned 26.8%
while the FTSE All-Share Index returned 21.7%. These figures include income.
The total return per share was 148.03p (2005: 63.19p). But for the change in
the basis on which the investments are now valued, the total return would have
been 152.79p and the increase in the net asset value per share would have been
32.9%.
Accounting changes
A year ago the Board reported its decision that, with effect from 1 November
2005, four fifths of the finance costs and investment management fees would be
allocated to capital, to reflect the significant proportion of these costs that
relate to the maintenance or enhancement of the value of the Company's
investments. The large increase in the revenue return per share reflects this
change.
Also with effect from the 1 November 2005, changes to UK accounting standards
require the Company to account for its investments as held at fair value through
profit or loss. Accordingly, the portfolio at 31 October 2006 is valued on a
bid basis rather than as previously at mid-market values. The effect is to
reduce the value of the investments at 31 October 2006 by £713,000 (or 1.05%)
and to decrease the net return on ordinary activities after taxation for the
year by £504,000.
The discount
The Board has been committed, as far as practicable, to maintaining the discount
to net asset value at which the Company's shares trade at close to the 8% level
at which the tender offer was made in January 2005. During the year a total of
3,052,121 shares were bought back for cancellation at a cost of £18 million. Of
these, 1,021,595 were bought back under the fresh authority granted at the
Extraordinary General Meeting on 4 October 2006. In the 90 day period ended 31
October 2006, the average discount to the net asset value per share (as defined
for this purpose in the Company's articles of association) at which the
Company's shares traded was just under 8%. Accordingly, the discount control
objective for this year was met and the Board is not required to arrange a
tender offer.
Proposals for the future
Despite the achievement of the Company's stated discount control objective and
the strong performance of the Company's fund manager, Colin Hughes, against his
benchmark, the Board has been advised that there is insufficient demand from
investors to sustain the discount at the 8% level over the medium term,
especially with many other smaller company focused investment companies trading
at greater discounts to net asset value than the Company. In the light of this
and the ongoing demand for further share repurchases by the Company, the
directors have concluded that the viability of the Company on an ongoing basis
is jeopardised in its current form.
On 24 November 2006 the Board announced proposals for the future of the Company,
to include changes to the investment objective, a change of name to Henderson
Opportunities Trust plc and a bonus issue of subscription securities. If the
proposals are approved by shareholders, James Henderson will become the
Company's fund manager at Henderson. The Board is very grateful to Colin Hughes
for the excellent performance that he has produced, not least since he became
the sole fund manager in February 2005. He will be working with James
Henderson, initially to ensure a smooth transition and thereafter to maximise
the value of the portfolio. The Board believes that the proposals will have a
strong appeal for current and potential investors and it will be circulating
full details to shareholders next month.
Page 3 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Income Statement
for the year ended 31 October 2006
Year ended 31 October 2006 Year ended 31 October 2005
(unaudited) (audited)
Revenue Capital Revenue Capital
Return Return Total Return Return Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains from investments held at fair
value
through profit or loss - 15,916 15,916 - 8,068 8,068
Income from investments held at fair
value
through profit or loss 961 - 961 1,023 - 1,023
Other interest receivable and similar 17 - 17 99 - 99
income
--------- ---------- ----------- ---------- ---------- ----------
Gross revenue and capital gains 978 15,916 16,894 1,122 8,068 9,190
Management fee (141) (566) (707) (662) - (662)
Other administrative expenses (217) - (217) (183) - (183)
----------- ---------- ----------- --------- ---------- ----------
Net return on ordinary activities
before finance charges and taxation 620 15,350 15,970 277 8,068 8,345
Finance charges (60) (240) (300) (77) - (77)
----------- ---------- ----------- ---------- ---------- ----------
Net return on ordinary activities
before taxation 560 15,110 15,670 200 8,068 8,268
Taxation on net return on ordinary
activities - - - (7) - (7)
----------- ---------- ----------- ----------- ---------- ----------
Net return on ordinary activities
after taxation 560 15,110 15,670 193 8,068 8,261
---------- ---------- ----------- ----------- ------------ -----------
Return per ordinary share (note 3) 5.29p 142.74p 148.03p 1.48p 61.71p 63.19p
======= ======= ======= ======= ======= =======
The total columns of this statement represent the profit and loss account of the
Company.
Page 4 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Reconciliation of Movements in Shareholders' Funds
for the year ended 31 October 2006
Called up
share Share Capital
capital premium redemption Capital Revenue
£'000 account reserve reserves reserve Total
Year ended 31 October 2006 £'000 £'000 £'000 £'000 £'000
At 31 October 2005 3,041 16,479 1,365 42,473 (2,518) 60,840
Adjustment to bid valuation (see note - - - (209) - (209)
1d)
Net return from ordinary activities
after
taxation - - - 15,110 560 15,670
Purchase of own shares for cancellation (763) - 763 (18,078) - (18,078)
Cancellation of treasury shares (226) - 226 - - -
-------- ---------- ---------- ---------- ----------- -----------
At 31 October 2006 2,052 16,479 2,354 39,296 (1,958) 58,223
===== ====== ====== ====== ====== ======
Called up
share Share Capital
capital premium redemption Capital Revenue
£'000 account reserve reserves reserve Total
Year ended 31 October 2005 £'000 £'000 £'000 £'000 £'000
At 31 October 2004 4,276 16,479 130 62,705 (2,711) 80,879
Net return from ordinary activities
after
taxation - - - 8,068 193 8,261
Purchase of own shares for (1,235) - 1,235 (24,012) - (24,012)
cancellation
Purchase of own shares into treasury - - - (4,288) - (4,288)
--------- ---------- ----------- ---------- ---------- ----------
At 31 October 2005 3,041 16,479 1,365 42,473 (2,518) 60,840
===== ====== ====== ====== ====== ======
Page 5 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Balance Sheet
at 31 October 2006
2006 2005
£'000 £'000
Investments held at fair value through profit or
loss
Listed investments at market value:
United Kingdom 35,796 34,747
------------ -----------
35,796 34,747
AIM investments at market value 31,091 30,636
Overseas quoted cash fund 128 37
Unquoted investments at directors' valuation 36 47
------------ -----------
67,051 65,467
------------ -----------
Current assets
Debtors 1,110 196
Cash at bank 6 1,407
------------ -----------
1,116 1,603
Creditors: amounts falling due within one year (9,944) (6,230)
----------- -----------
Net current liabilities (8,828) (4,627)
------------ -----------
Total net assets 58,223 60,840
======= =======
Capital and reserves
Called up share capital 2,052 3,041
Share premium account 16,479 16,479
Capital redemption reserve 2,354 1,365
Capital reserve - realised 25,191 36,977
Capital reserve - unrealised 14,105 5,496
Revenue reserve (1,958) (2,518)
------------ -----------
Equity shareholders' funds 58,223 60,840
======= =======
Net asset value per ordinary share (note 4) 709.32p 540.30p
======= =======
Page 6 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Cash Flow Statement
for the year ended 31 October 2006
2006 2006 2005 2005
£'000 £'000 £'000 £'000
Net cash (outflow)/inflow from
operating activities (121) 678
Servicing of finance
Interest paid (294) (75)
----------- -----------
Net cash outflow from servicing (294) (75)
of finance
Taxation
Tax recovered 7 11
----------- -----------
Net tax recovered 7 11
Financial investment
Purchases of investments (25,131) (64,358)
Sales of investments 38,078 87,559
----------- -----------
Net cash inflow from financial 12,947 23,201
investment
-------- --------
Net cash inflow before financing 12,539 23,815
Financing
Drawdown of short term loan 4,100 4,000
Purchases of own shares (16,594) (28,300)
----------- -----------
Net cash outflow from financing (12,494) (24,300)
-------- --------
Increase/(decrease) in cash 45 (485)
====== ======
Reconciliation of net cash flow to
movement in net (debt)/funds
Increase/(decrease) in cash as above 45 (485)
Net cash inflow from increase in loans (4,100) (4,000)
-------- --------
Movements relating to cash flows (4,055) (4,485)
Exchange movements (1) 67
-------- --------
Movement in net (debt)/ funds (4,056) (4,418)
Net (debt)/ funds at 1 November (4,038) 380
-------- --------
Net debt at 31 October (8,094) (4,038)
====== ======
Page 7 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
Notes :
1. Accounting policies
a) Basis of accounting
The accounts are prepared on the historical cost basis of accounting, modified to include the revaluation
of fixed asset investments, and in accordance with the Companies Act 1985, Accounting Standards
applicable in the United Kingdom and the Revised Statement of Recommended Practice - 'Financial
Statements of Investment Trust Companies' dated December 2005 (the 'Revised SORP'). All of the Company's
operations are of a continuing nature.
b) Changes in presentation
The Company has adopted the provisions of the Revised SORP which has resulted in some changes to the
presentation of the Company's accounts.
The Statement of Total Return is now called the Income Statement. The Reconciliation of Movements in
Shareholders' Funds is now presented as a primary statement.
c) Changes in accounting policies
The Company has changed its accounting policy for the revaluation of investments in accordance with the
provisions of FRS 26 - Financial Instruments: Recognition and Measurement ('FRS 26'). This change in
policy and the associated impact on the results of the Company are referred to below.
d) Valuation of fixed asset investments
Prior to 1 November 2005, quoted investments were valued at middle market prices. Following the adoption
of FRS 26, quoted investments have been designated by the Board as held at fair value through profit or
loss and accordingly are valued at fair value, deemed to be bid market prices or the last trade price
depending on the convention of the exchange on which the investment is quoted. In accordance with the
exemption conferred by FRS 26, comparatives have not been restated for this change in accounting policy
and therefore listed investments shown at 31 October 2005 are stated at middle market prices. The
adoption of bid prices at 1 November 2005 decreased the value of listed investments by £209,000. The
effect of this change in accounting policy is to decrease the value of investments at 31 October 2006 by
£713,000 and decrease the net return on ordinary activities after taxation for the year then ended by
£504,000.
Unquoted investments have also been designated by the Board as held at fair value through profit or loss
and are valued by the directors using primary valuation techniques such as earnings multiples, recent
transactions and net assets. Where fair value cannot reliably be measured, the investment will be
carried at the previous reporting date value unless there is evidence that the investment has since been
impaired, in which case the value will be reduced.
Changes in the fair value of investments held at fair value through profit or loss and gains and losses
on disposal are recognised in the Income Statement as 'gains or losses on investments held at fair value
through profit or loss'. All purchases and sales are accounted for on a trade date basis.
Page 8 or 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
e) Management fees, administration expenses and finance charges
All expenses and finance charges are accounted for on an accruals basis. With effect from 1 November
2005, the Board determined that the capital return should reflect the indirect costs of earning capital
returns. Accordingly from 1 November 2005, on the basis of the Board's expected long-term split of
returns in the form of capital gains and revenue of 80% and 20% respectively, the Company charges 80% of
its finance charges and management fee to the capital return column of the Income Statement. Previously,
all such expenses were charged to the revenue return. The impact of this change in allocation is to
increase net revenue return after taxation by £806,000 and decrease net capital return after taxation by
the same amount. Expenses which are incidental to the purchase or sale of an investment are included
within the cost or deducted from the proceeds of the investment.
2. Issued share capital
There were 8,208,293 ordinary shares of 25p each in issue at 31 October 2006 (31 October 2005:
12,164,660, including 904,246 shares held in treasury).
During the year ended 31 October 2006 the Company bought back for cancellation a total of 3,052,121
of its own issued ordinary shares (2005: 4,936,855, including 904,246 which at 31 October 2005 were
held in treasury). The 904,246 shares held in treasury at 31 October 2005 were cancelled on 1
August 2006.
3. Return per ordinary share
The total return per ordinary share is based on the net return attributable to the ordinary shares
of £15,670,000 (2005: £8,261,000) and on 10,585,584 ordinary shares (2005: 13,073,684) being the
weighted average number of shares in issue during the year.
The total return can be further analysed as follows:
2006 2005
£'000 £'000
Revenue return 560 193
Capital return 15,110 8,068
---------- ----------
Total 15,670 8,261
====== ======
Weighted average number of ordinary shares 10,585,584 13,073,684
Revenue return per ordinary share 5.29p 1.48p
Capital return per ordinary share 142.74p 61.71p
----------- ------------
148.03p 63.19p
======= =======
The Company does not have any dilutive securities.
Page 9 of 9
HENDERSON STRATA INVESTMENTS PLC
Unaudited Preliminary Results for the year ended 31 October 2006
4. Net asset value per ordinary share
The net asset value per ordinary share is based on the net assets attributable to the ordinary shares of
£58,223,000 (31 October 2005: £60,840,000) and on the 8,208,293 ordinary shares of 25p each in issue at
31 October 2006 (31 October 2005: 11,260,414*).
* The number of shares in issue has been adjusted for the shares held in treasury which, for this
purpose, are treated as not having been in issue.
5. Dividend
No dividend has been declared in respect of the year.
6. 2006 Accounts
The preliminary figures for the year ended 31 October 2006 are an extract from the Company's latest
accounts for that period. These accounts have not yet been delivered to the Registrar of Companies, nor
have the auditors yet reported on them.
7. 2005 Accounts
The figures and financial information for the year ended 31 October 2005 are an extract from the latest
published accounts of the Company and do not constitute the statutory accounts for that year. Those
accounts have been delivered to the Registrar of Companies and included the report of the auditors which
was unqualified and did not contain a statement under either section 237(2) or section 237(3) of the
Companies Act 1985.
8. Annual Report
The annual report and accounts are expected to be posted to shareholders in December, together with the
circular and prospectus in respect of the proposals announced on 24 November 2006, and copies will be
available thereafter from the Secretary at the Company's Registered Office, 4 Broadgate, London EC2M
2DA.
9. Annual General Meeting
The Annual General Meeting will be held on Thursday 15 February 2007 at 2.30 pm at 4 Broadgate, London
EC2M 2DA.
- ENDS -
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