Date: 29 November 2018
From: MONTANARO EUROPEAN SMALLER COMPANIES TRUST PLC
The Board of Montanaro European Smaller Companies Trust plc announces the unaudited interim results of the Company for the six months ended 30 September 2018.
Highlights
· Net asset value ('NAV') per Ordinary Share +17.5%
· Share price +20.6%
· Benchmark index (capital return) +3.3%
· Total assets +7.8% (£186.4 million)
Chairman's Statement
Performance
The first six months of the fiscal year saw the MSCI Europe SmallCap (ex UK) Index (the "Benchmark") rise by 3.3% in Sterling terms. Despite this muted performance by European smaller companies as a whole, the NAV return of the Company was exceptionally strong, rising by 17.5%. Shareholders also benefitted from a narrowing of the discount from 11.2% to 8.8%. As a result, the share price of the Company rose by 20.6% during this period.
Since the period end, global equity markets have weakened and the shares of European smaller companies have been no exception to this, with the benchmark falling by 11.6% in sterling terms and the NAV of the Company by 12.8%.
Earnings and Dividends
Revenue earnings per share for the period were 9.1p (2017: 10.0p). The Board has declared an unchanged interim dividend of 1.75p per Ordinary Share payable on 4 January 2019 to shareholders on the register on 7 December 2018.
Borrowings
The Company refinanced its borrowings in mid-September and reduced the fixed level of debt from €25 million at an average cost of 2.11% per annum to €10 million at a lower rate of annual interest of 1.33% fixed for five years. In addition, the Company also entered into a five year revolving credit facility for €15 million, which has not been drawn down.
At the end of the period, the Company had gearing, net of cash, of 0.1% compared to 0.6% at 31 March 2018.
The Board
After 26 years on the Board and 14 years as Chairman, Andy Irvine retired following the conclusion of the Annual General Meeting on 29 August 2018. I was honoured to accept the Board's invitation to become Chairman. Andy has been a truly exceptional Chairman for the Company and its shareholders and I would like to thank him for his dedication and service.
Bruce Graham and Alex Hammond-Chambers also retired following the Annual General Meeting. I would also like to thank Bruce and Alex for their outstanding contribution, sound advice and commitment to the Company over many years.
Outlook
Your portfolio consists of some of the highest quality, growing companies in Europe. The last six months have seen such companies significantly outperform relative to those at the lower quality, "value" end of the market, as uncertainties around global trade, economic growth and geopolitics have risen. While some of this outperformance has been driven by better than expected earnings growth, relative valuations have also widened. Given this, it would be unrealistic to expect the level of outperformance we have seen so far this year to continue at this pace.
Nevertheless, we believe that a focus on high quality, growing companies will continue to deliver strong absolute and relative returns for shareholders over the long term. While rising bond yields have already led to a degree of turbulence across world equity markets, the global economy is growing and companies, particularly the smaller more entrepreneurial ones, of the type the portfolio holds, continue to innovate. The companies in your portfolio are delivering high returns on capital while maintaining strong balance sheets and investing for the future. We sleep better at night knowing that your money is invested in solid businesses led by strong, highly experienced management teams.
R M CURLING
Chairman
29 November 2018
Statement of Comprehensive Income
for the six months ended 30 September 2018 (unaudited)
|
|
||
|
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Gains on investments held at fair value |
- |
26,539 |
26,539 |
Exchange gains |
- |
34 |
34 |
|
- |
26,573 |
26,573 |
|
|
|
|
Revenue |
|
|
|
Investment income 3 |
2,363 |
- |
2,363 |
Total income |
2,363 |
26,573 |
28,936 |
|
|
|
|
Expenditure |
|
|
|
Management expenses 4 |
(245) |
(454) |
(699) |
Other expenses |
(336) |
- |
(336) |
Total expenditure |
(581) |
(454) |
(1,035) |
|
|
|
|
Profit before finance costs and tax |
1,782 |
26,119 |
27,901 |
Finance costs |
(84) |
(155) |
(239) |
Profit before tax |
1,698 |
25,964 |
27,662 |
Tax |
(170) |
- |
(170) |
Total comprehensive income |
1,528 |
25,964 |
27,492 |
|
|
|
|
Return per share 5 |
9.1p |
155.2p |
164.3p |
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the period.
Statement of Comprehensive Income
for the six months ended 30 September 2017 (unaudited)
|
|
||
|
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Gains on investments held at fair value |
- |
15,791 |
15,791 |
Exchange losses |
- |
(254) |
(254) |
|
- |
15,537 |
15,537 |
|
|
|
|
Revenue |
|
|
|
Investment income 3 |
2,485 |
- |
2,485 |
Total income |
2,485 |
15,537 |
18,022 |
|
|
|
|
Expenditure |
|
|
|
Management expenses 4 |
(217) |
(403) |
(620) |
Other expenses |
(311) |
- |
(311) |
Total expenditure |
(528) |
(403) |
(931) |
|
|
|
|
Profit before finance costs and tax |
1,957 |
15,134 |
17,091 |
Finance costs |
(91) |
(168) |
(259) |
Profit before tax |
1,866 |
14,966 |
16,832 |
Tax |
(191) |
- |
(191) |
Total comprehensive income |
1,675 |
14,966 |
16,641 |
|
|
|
|
Return per share 5 |
10.0p |
89.4p |
99.4p |
|
|
|
|
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the period.
Statement of Comprehensive Income
for the Year Ended 31 March 2018 (audited)
|
|
||
|
Revenue |
Capital |
Total |
Notes |
£'000 |
£'000 |
£'000 |
|
|
|
|
Gains on investments held at fair value |
- |
15,962 |
15,962 |
Exchange losses |
- |
(284) |
(284) |
|
- |
15,678 |
15,678 |
|
|
|
|
Revenue |
|
|
|
Investment income 3 |
3,094 |
- |
3,094 |
Total income |
3,094 |
15,678 |
18,772 |
|
|
|
|
Expenditure |
|
|
|
Management expenses 4 |
(442) |
(821) |
(1,263) |
Other expenses |
(667) |
- |
(667) |
Total expenditure |
(1,109) |
(821) |
(1,930) |
|
|
|
|
Profit before finance costs and tax |
1,985 |
14,857 |
16,842 |
Finance costs |
(179) |
(333) |
(512) |
Profit before tax |
1,806 |
14,524 |
16,330 |
Tax |
(223) |
- |
(223) |
Total comprehensive income |
1,583 |
14,524 |
16,107 |
|
|
|
|
Return per share 5 |
9.5p |
86.8p |
96.3p |
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with IFRS.
The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued in the year.
Balance Sheet
As at 30 September 2018
|
Notes |
As at 30 September 2018 (unaudited) |
As at 30 September 2017 (unaudited) |
As at 31 March 2018 (audited) |
|
|
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
Investments held at fair value through profit and loss |
7 |
177,338 |
154,650 |
151,728 |
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
|
638 |
585 |
578 |
Cash and cash equivalents |
|
8,391 |
18,798 |
20,574 |
|
|
|
|
|
|
|
9,029 |
19,383 |
21,152 |
Total assets |
|
186,367 |
174,033 |
172,880 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
(341) |
(434) |
(201) |
Interest-bearing bank loans |
8 |
- |
(21,996) |
(21,903) |
|
|
(341) |
(22,430) |
(22,104) |
Non-current liabilities |
|
|
|
|
Interest-bearing bank loans |
8 |
(8,887) |
- |
- |
Total liabilities |
|
(9,228) |
(22,430) |
(22,104) |
|
|
|
|
|
Net assets |
|
177,139 |
151,603 |
150,776 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Called-up share capital |
|
8,724 |
8,724 |
8,724 |
Share premium account |
|
5,283 |
5,283 |
5,283 |
Capital redemption reserve |
|
2,212 |
2,212 |
2,212 |
Capital reserve |
|
156,880 |
131,358 |
130,916 |
Revenue reserve |
|
4,040 |
4,026 |
3,641 |
|
|
|
|
|
Shareholders' funds |
|
177,139 |
151,603 |
150,776 |
|
|
|
|
|
Net asset value per share |
9 |
1,058.6p |
906.0p |
901.1p |
Statement of Changes in Equity
for the six months ended 30 September 2018 (unaudited)
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 April 2018 |
8,724 |
5,283 |
2,212 |
130,916 |
3,641 |
150,776 |
Total comprehensive income |
- |
- |
- |
25,964 |
1,528 |
27,492 |
Dividends paid |
- |
- |
- |
- |
(1,129) |
(1,129) |
Balance at 30 September 2018 |
8,724 |
5,283 |
2,212 |
156,880 |
4,040 |
177,139 |
|
|
|
|
|
|
|
Statement of Changes in Equity
for the six months ended 30 September 2017 (unaudited)
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue reserve |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Balance at 1 April 2017 |
8,724 |
5,283 |
2,212 |
116,392 |
3,439 |
136,050 |
|
Total comprehensive income |
- |
- |
- |
14,966 |
1,675 |
16,641 |
|
Dividends paid |
- |
- |
- |
- |
(1,088) |
(1,088) |
|
Balance at 30 September 2017 |
8,724 |
5,283 |
2,212 |
131,358 |
4,026 |
151,603 |
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity
for the year ended 31 March 2018 (audited)
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 April 2017 |
8,724 |
5,283 |
2,212 |
116,392 |
3,439 |
136,050 |
Total comprehensive income |
- |
- |
- |
14,524 |
1,583 |
16,107 |
Dividends paid |
- |
- |
- |
- |
(1,381) |
(1,381) |
Balance at 31 March 2018 |
8,724 |
5,283 |
2,212 |
130,916 |
3,641 |
150,776 |
|
|
|
|
|
|
|
Condensed Statement of Cash Flows
for the six months ended 30 September 2018
|
Six months to |
|
Six months to |
|
Year to |
|
30 September |
|
30 September |
|
31 March |
|
2018 |
|
2017 |
|
2018 |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Net cash inflow from operating activities |
2,185 |
|
8,595 |
|
11,039 |
Cash outflow from financing activities |
(14,784) |
|
(1,331) |
|
(1,859) |
|
(12,599) |
|
7,264 |
|
9,180 |
|
|
|
|
|
|
Exchange gains |
416 |
|
390 |
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/ increase in cash and cash equivalents |
(12,183) |
|
7,654 |
|
9,430 |
Reconciliation of profit before finance costs and tax to net cash inflow from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit before finance costs and tax |
|
27,901 |
|
17,091 |
|
16,842 |
Gains on investments held at fair value |
|
(26,539) |
|
(15,791) |
|
(15,962) |
Exchange (gains)/ losses |
|
(34) |
|
254 |
|
284 |
Withholding tax |
|
(232) |
|
(303) |
|
(325) |
Purchases of investments |
|
(22,550) |
|
(19,925) |
|
(26,404) |
Sales of investments |
|
23,479 |
|
27,099 |
|
36,627 |
Changes in working capital and other non-cash items |
|
160 |
|
170 |
|
(23) |
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
2,185 |
|
8,595 |
|
11,039 |
Statement of Principal Risks and Uncertainties
Most of the principal risks that could threaten the Company's objective, strategy, future returns and solvency are market related and comparable to those of other investment trusts investing primarily in quoted securities.
The principal risks faced by the Company are investment and strategic, gearing, financial, discount volatility, regulatory, operational and manager risks. These risks, and the way in which they are mitigated, are described in more detail under the heading Principal Risks and Uncertainties and Risk Mitigation within the Business Model and Strategy in the Company's Annual Report for the year ended 31 March 2018. The Company's principal risks and uncertainties have not changed materially since the date of that report and are not expected to change materially for the remaining six months of the Company's financial year.
Directors' Responsibility Statement in Respect of the Interim Report
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
· the Chairman's Statement (constituting the Interim Management Report) includes a fair review of the information required by the Disclosure Guidance and Transparency Rules ('DTR') 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements;
· the Statement of Principal Risks and Uncertainties shown above is a fair review of the information required by DTR 4.2.7R; and
· the Chairman's Statement together with the condensed set of financial statements includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Company during the period, and any changes in the related party transactions described in the last Annual Report that could do so.
On behalf of the Board
R M CURLING
Director
29 November 2018
Notes to the Accounts
1. The condensed unaudited financial statements have been prepared in accordance with International Financial Reporting Standard ('IFRS') IAS 34 'Interim Financial Reporting' and the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2018. The condensed financial statements do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the financial statements of the Company for the year ended 31 March 2018, which were prepared under full IFRS requirements, to the extent that they have been adopted by the European Union.
2. Earnings for the first six months should not be taken as a guide to the results for the full year.
3. Income for the period is derived from:
|
Six months to 30 September 2018 £'000 |
Six months to 30 September 2017 £'000 |
Year ended 31 March 2018 £'000 |
Overseas dividend income |
2,363 |
2,485 |
3,094 |
4. Management expenses:
|
Six months to 30 September 2018 |
Six months to 30 September 2017 |
Year ended 31 March 2018 |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Investment management fee |
236 |
438 |
674 |
208 |
387 |
595 |
424 |
789 |
1,213 |
AIFM fee |
9 |
16 |
25 |
9 |
16 |
25 |
18 |
32 |
50 |
|
245 |
454 |
699 |
217 |
403 |
620 |
442 |
821 |
1,263 |
The Company's Investment Manager is Montanaro Asset Management Limited ('MAM'). MAM receives an investment management fee of 0.9% per annum of the Company's market capitalisation (payable monthly in arrears).
MAM is also entitled to a fee of £50,000 per annum for acting as the Company's AIFM.
5. Earnings per Ordinary Share is based on a weighted average of 16,733,260 Ordinary Shares in issue during the period (year ended 31 March 2018: 16,733,260 and six months ended 30 September 2017: 16,733,260), excluding those shares bought back and held in treasury.
6. The interim dividend relating to the year ending 31 March 2019 of 1.75p per Ordinary Share will be paid on 4 January 2019 to shareholders on the register on 7 December 2018. In accordance with IFRS, this dividend has not been recognised in these financial statements. The ex-dividend date for this payment is 6 December 2018.
A final dividend relating to the year ended 31 March 2018 of 6.75p per Ordinary Share was paid during the six months to 30 September 2018 and amounted to £1,129,000.
7. Investments at Fair Value Through Profit and Loss:
|
30 September 2018 £'000
|
30 September 2017 £'000
|
31 March 2018 £'000
|
Opening book cost |
93,523 |
89,157 |
89,157 |
Holding gains |
58,205 |
56,832 |
56,832 |
Opening fair value |
151,728 |
145,989 |
145,989 |
Purchases at cost |
22,550 |
19,969 |
26,404 |
Sales - proceeds - gains on sales |
(23,479) 9,683 |
(27,099) 10,306 |
(36,627) 14,589 |
Holding gains |
16,856 |
5,485 |
1,373 |
Closing fair value |
177,338 |
154,650 |
151,728 |
|
|
|
|
Closing book cost |
102,277 |
92,333 |
93,523 |
Holding gains |
75,061 |
62,317 |
58,205 |
Closing valuation |
177,338 |
154,650 |
151,728 |
8. Interest-Bearing Bank Loans:
|
30 September 2018 £'000
|
30 September 2017 £'000
|
31 March 2018 £'000
|
Opening Balance |
21,903 |
21,335 |
21,335 |
Loans repaid during the period |
(13,413) |
- |
- |
Amortisation of set-up costs |
15 |
17 |
34 |
Non-cash foreign currency movements |
382 |
644 |
534 |
|
8,887 |
21,996 |
21,903 |
The Company's fixed rate loan facilities totalling €25 million matured on 13 September 2018. The Company refinanced €10 million by entering into a five year secured loan at a fixed rate of 1.33% per annum with ING Bank N.V. This loan will mature on 13 September 2023. The Company's other fixed rate loan totalling €15 million was repaid. The Company has also entered into a five year revolving credit facility with ING, for €15 million.
Under the bank covenants relating to these facilities, the Company is to ensure that at all times the total borrowings of the Company do not exceed 40% of the Adjusted Net Asset Value (as defined in the facility agreements) and that the Adjusted Net Asset Value does not fall below £45 million. The Company met all covenant conditions during the period.
The fair value of the fixed rate loans is show in note 10.
9. The net asset value per Ordinary Share is based on 16,733,260 Ordinary Shares in issue at the end of the period (31 March 2018: 16,733,260 and 30 September 2017: 16,733,260), excluding those shares bought back and held in treasury. As at 30 September 2018 there were 715,000 Ordinary Shares held in treasury (31 March 2018: 715,000 and 30 September 2017: 715,000).
10. The Company held the following categories of financial instruments at the period end:
|
Level 1 £'000
|
Level 2 £'000
|
Level 3 £'000
|
Total £'000 |
30 September 2018 |
|
|
|
|
Investments |
177,338 |
- |
- |
177,338 |
Loans |
- |
(8,883) |
- |
(8,883) |
|
|
|
|
|
30 September 2017 |
|
|
|
|
Investments |
154,650 |
- |
- |
154,650 |
Loan |
- |
(22,209) |
- |
(22,209) |
|
|
|
|
|
31 March 2018 |
|
|
|
|
Investments |
151,728 |
|
- |
151,728 |
Loans |
- |
(22,002) |
- |
(22,002) |
The table above provides an analysis of financial instruments based on the fair value hierarchy described below and which reflects the reliability and significance of the information used to measure their fair value. The levels are determined by the lowest significant applicable input:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only observable market data.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the same instrument and not based on available observable market data.
There were no transfers between levels during the period ended 30 September 2018 (year ended 31 March 2018 and period ended 30 September 2017: none).
Listed investments held (see note 7) are valued at fair value through profit or loss. For listed securities this is either bid price or the last traded price depending on the convention of the exchange on which the investment is listed. The fair value of the loans is calculated using a discounted cash flow technique based on relevant current interest rates compared to their value as stated on the Balance Sheet at amortised cost of £8,887,000 (31 March 2018: £21,903,000 and 30 September 2017: £21,996,000). The fair value of all other financial assets and liabilities is represented by their carrying value in the Balance Sheet.
Other aspects of the Company's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 31 March 2018.
11. Rates of exchange (to Sterling):
|
30 September 2018 |
|
31 March 2018 |
Danish Krone |
8.37 |
|
8.50 |
Euro |
1.12 |
|
1.14 |
Norwegian Krone |
10.62 |
|
11.01 |
Swedish Krona |
11.60 |
|
11.75 |
Swiss Franc |
1.27 |
|
1.34 |
12. The Board has considered the requirements of IFRS 8 'Operating Segments'. The Board is of the view that the Company is engaged in a single segment of business, of investing in European quoted smaller companies, and that therefore the Company has only a single operating segment. The Board of Directors, as a whole, has been identified as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company's performance is the total return on the Company's net asset value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.
13. Going Concern:
In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council and have undertaken a rigorous review of the Company's ability to continue as a going concern. They have considered the current cash position of the Company, the availability of the borrowing facilities to 13 September 2023, compliance with their covenants and the ability to refinance them, the Company's other liabilities and forecast revenues. The Directors have also taken into account the Company's investment policy, which is subject to regular Board monitoring processes and is designed to ensure that the Company is invested mainly in liquid, listed securities. The Company retains title to all assets held by its custodian and has financial covenants, relating to its bank borrowings with which it complied during the period.
The Directors believe, in light of the controls and review processes noted above and bearing in mind the nature of the Company's business and assets and liabilities, that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the accounts. For this reason, they continue to adopt the going concern basis in preparing the accounts.
14. These are not statutory accounts in terms of Section 434 of the Companies Act 2006 and have not been audited or reviewed by the Company's Auditor. The information for the year ended 31 March 2018 has been extracted from the latest published financial statements and which have been filed with the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 (2) or (3) of the Companies Act 2006. No statutory accounts in respect of any period after 31 March 2018 have been reported on by the Company's Auditor or delivered to the Registrar of Companies. The Half-Yearly Financial Report is available on the Manager's website: www.montanaro.co.uk.
For further information please contact:
Montanaro Asset Management Limited
Tel: 020 7448 8600