CHAIRMAN'S STATEMENT
2013 has proved to be a vintage year. After a modest first six months, a good third quarter was followed by an even better final three months. Shareholders' funds have achieved a new record level of £123m.
The stark contrast in performance between larger companies and smaller companies again manifested itself. The FTSE All-Share Index rose by 16.7%. The FTSE Small Cap Index increased by 29.6% and the FTSE Fledgling Index achieved a 35.8% improvement.
The Trust exceeded all these indices with the net asset value of the capital shares rising from 3848.1p to 5529.9p and that of the income shares from 935.0p to 1334.0p, increases of 43.7% and 42.7% respectively.
Discretionary Unit Fund Managers enjoyed a good year with pre-tax profits exceeding £350,000 boosted by investment dealings profits of over £200,000.
Your Directors have increased dividends by 12% to 30.0p per income share and 1.5p per capital share. The recent strong performance in capital growth is now generating good investment income growth which rose by 27% to £2.87m. Your Directors have also decided to declare a special dividend of 10.0p per income share and 0.5p per capital share in recognition of the Trust's recent fiftieth anniversary. This payment will be made at the same time as the final dividends. Additionally, the supplementary capital dividend of 81.8293p per capital share was paid on 2nd January 2014 and, barring unforeseen circumstances, will be increased to 86.3902p per capital share payable on 2nd January 2015.
There have been two major changes to the Trust during the last year with a modernisation of the Articles of Association in March and very recently the repayment of the preference shares.
After the strong end to 2013, the year has started on a more subdued note. Concerns have again arisen over the impact of the tapering of quantitative easing and the interest rate rises that will follow. However the UK economy is now in recovery mode and history would suggest that this should be helpful to UK smaller companies.
Dr D. M. BRAMWELL
Chairman
You can view or download copies of the Half Year and Annual reports from our website at www.rightsandissues.co.uk.
They are to be posted to shareholders and are available at the registered office of the Company.
Risks and uncertainties
Cautionary statement
This report contains forward-looking statements that involve risk and uncertainty. These have been made by the directors in good faith based on the information available to them at the time of their approval of this report. Due to the inherent uncertainties, including stock market risk factor, actual results may differ materially from those expressed or implied by these forward-looking statements.
Further information on the principal long-term risks and uncertainties of the Trust is included in the annual report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable United Kingdom law and International Financial Reporting Standards (IFRS) as adopted by the European Union.
The Directors are required to prepare the Financial Statements for each financial year which present fairly the financial position of the Group and the financial performance and cashflows of the Company and the Group for that period. In preparing those Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance;
· state that the Company has complied with IFRS subject to any material departures disclosed and explained in the accounts; and
· prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the accounts comply with the Companies Act 2006 and Article 4 of the IAS regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Strategic Report and Directors' Remuneration Report that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Visitors to the website need to be aware that legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides Shareholders with the information necessary to assess the Company's performance, business model and strategy.
The Directors confirm that to the best of their knowledge that:
· the Financial Statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
· the Annual Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that they face.
Dr D. M. Bramwell, Director |
|
S. J. B. Knott, Director |
13th February 2014 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31st December 2013
|
|
|
|
Year ended 31st December, 2013 |
|
Year ended 31st December, 2012 |
|
||||||||
|
|
Notes |
|
Revenue |
|
Capital |
|
Total |
|
Revenue |
|
Capital |
|
Total |
|
Investment income |
|
2 |
|
2,869,243 |
|
- |
|
2,869,243 |
|
2,263,227 |
|
- |
|
2,263,227 |
|
Other operating income |
|
2 |
|
340,063 |
|
- |
|
340,063 |
|
295,290 |
|
- |
|
295,290 |
|
Total income |
|
|
|
3,209,306 |
|
- |
|
3,209,306 |
|
2,558,517 |
|
- |
|
2,558,517 |
|
Gains/(Losses) on investments held at fair value through profit or loss |
|
10 |
|
237,002 |
|
36,746,082 |
|
36,983,084 |
|
144,008 |
|
18,431,632 |
|
18,575,640 |
|
|
|
|
|
3,446,308 |
|
36,746,082 |
|
40,192,390 |
|
2,702,525 |
|
18,431,632 |
|
21,134,157 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment management fee |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Other expenses |
|
3 |
|
738,842 |
|
- |
|
738,842 |
|
584,795 |
|
- |
|
584,795 |
|
|
|
|
|
738,842 |
|
- |
|
738,842 |
|
584,795 |
|
- |
|
584,795 |
|
Profit/(loss) before tax |
|
|
|
2,707,466 |
|
36,746,082 |
|
39,453,548 |
|
2,117,730 |
|
18,431,632 |
|
20,549,362 |
|
Tax |
|
5 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Profit for the period |
|
|
|
2,707,466 |
|
36,746,082 |
|
39,453,548 |
|
2,117,730 |
|
18,431,632 |
|
20,549,362 |
|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return per income share (p) |
|
7 |
|
53.3p |
|
373.4p |
|
426.7p |
|
38.1p |
|
187.3p |
|
225.4p |
|
Return per capital share (p) |
|
7 |
|
84.5p |
|
1680.5p |
|
1765.0p |
|
71.4p |
|
842.9p |
|
914.3p |
|
The total column of this statement represents the Consolidated 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 items in the above statement derive from continuing operations.
All income is attributable to the equity holders of the parent Company. There are no minority interests.
CONSOLIDATED AND PARENT COMPANY BALANCE SHEETS
as at 31st December 2013
|
|
|
|
Company |
|
Group |
|
||||
|
|
Notes |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
8 |
|
- |
|
- |
|
65,191 |
|
65,191 |
|
Investments - Fair value through profit or loss |
|
10 |
|
118,216,321 |
|
77,483,097 |
|
117,784,849 |
|
77,051,625 |
|
|
|
|
|
118,216,321 |
|
77,483,097 |
|
117,850,040 |
|
77,116,816 |
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
Trading investments |
|
|
|
- |
|
- |
|
772,828 |
|
646,584 |
|
Trade and other receivables |
|
13 |
|
381,850 |
|
351,408 |
|
617,202 |
|
381,015 |
|
Current tax receivable |
|
|
|
81,214 |
|
51,197 |
|
- |
|
- |
|
Amounts due from Group undertakings |
|
|
|
1,204,259 |
|
843,802 |
|
- |
|
- |
|
Cash and cash equivalents |
|
|
|
4,005,343 |
|
7,767,161 |
|
4,564,412 |
|
8,476,315 |
|
|
|
|
|
5,672,666 |
|
9,013,568 |
|
5,954,442 |
|
9,503,914 |
|
Total assets |
|
|
|
123,888,987 |
|
86,496,665 |
|
123,804,482 |
|
86,620,730 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
14 |
|
61,917 |
|
65,557 |
|
98,508 |
|
310,718 |
|
Current tax payable |
|
|
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
61,917 |
|
65,557 |
|
98,508 |
|
310,718 |
|
Total assets less current liabilities |
|
|
|
123,827,070 |
|
86,431,108 |
|
123,705,974 |
|
86,310,012 |
|
Net assets |
|
|
|
123,827,070 |
|
86,431,108 |
|
123,705,974 |
|
86,310,012 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
15 |
|
1,225,000 |
|
1,225,000 |
|
1,225,000 |
|
1,225,000 |
|
Share premium account |
|
16 |
|
225,326 |
|
225,326 |
|
225,326 |
|
225,326 |
|
Retained reserves: |
|
|
|
|
|
|
|
|
|
|
|
Capital reserve |
|
16 |
|
51,796,430 |
|
49,005,514 |
|
51,796,430 |
|
49,005,514 |
|
Revaluation reserve |
|
16 |
|
68,252,472 |
|
34,297,306 |
|
68,252,472 |
|
34,297,306 |
|
Dividend equalisation reserve |
|
16 |
|
2,327,842 |
|
1,677,962 |
|
2,206,746 |
|
1,556,866 |
|
Total equity |
|
|
|
123,827,070 |
|
86,431,108 |
|
123,705,974 |
|
86,310,012 |
|
Net asset value per share |
|
|
|
|
|
|
|
|
|
|
|
Income shares |
|
17 |
|
|
|
|
|
1334.0p |
|
935.0p |
|
Capital shares |
|
17 |
|
|
|
|
|
5529.9p |
|
3848.1p |
|
The financial statements were approved by the Board and authorised for issue on 13th February 2014. They were signed on its behalf by:
Dr D. M. Bramwell, Director |
|
S. J. B. Knott, Director |
Company Registration Number: 736898 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31st December 2013
|
|
Share capital |
|
Share |
|
Capital reserve |
|
Revaluation |
|
Dividend |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Balance at 31st December2011 |
|
1,225,000 |
|
225,326 |
|
41,611,944 |
|
23,259,244 |
|
1,237,946 |
|
67,559,460 |
|
Changes in equity for 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) for the period |
|
- |
|
- |
|
7,393,570 |
|
11,038,062 |
|
2,117,730 |
|
20,549,362 |
|
Total recognised income and expense |
|
1,225,000 |
|
225,326 |
|
49,005,514 |
|
34,297,306 |
|
3,355,676 |
|
88,108,822 |
|
Dividends |
|
- |
|
- |
|
- |
|
- |
|
(1,798,810) |
|
(1,798,810) |
|
Balance at 31st December 2012 |
|
1,225,000 |
|
225,326 |
|
49,005,514 |
|
34,297,306 |
|
1,556,866 |
|
86,310,012 |
|
Changes in equity for 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) for the period |
|
- |
|
- |
|
2,790,916 |
|
33,955,166 |
|
2,707,466 |
|
39,453,548 |
|
Total recognised income and expense |
|
1,225,000 |
|
225,326 |
|
51,796,430 |
|
68,252,472 |
|
4,264,332 |
|
125,763,560 |
|
Dividends |
|
- |
|
- |
|
- |
|
- |
|
(2,057,586) |
|
(2,057,586) |
|
Balance at 31st December 2013 |
|
1,225,000 |
|
225,326 |
|
51,796,430 |
|
68,252,472 |
|
2,206,746 |
|
123,705,974 |
|
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31st December 2013
|
|
Share capital |
|
Share premium |
|
Capital reserve |
|
Revaluation reserve |
|
Dividend equalisation reserve |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Balance at 31st December 2011 |
|
1,225,000 |
|
225,326 |
|
41,611,944 |
|
23,259,244 |
|
1,359,042 |
|
67,680,556 |
|
Changes in equity for 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) for the period |
|
- |
|
- |
|
7,393,570 |
|
11,038,062 |
|
2,117,730 |
|
20,549,362 |
|
Total recognised income and expense |
|
1,225,000 |
|
225,326 |
|
49,005,514 |
|
34,297,306 |
|
3,476,772 |
|
88,229,918 |
|
Dividends |
|
- |
|
- |
|
- |
|
- |
|
(1,798,810) |
|
(1,798,810) |
|
Balance at 31st December 2012 |
|
1,225,000 |
|
225,326 |
|
49,005,514 |
|
34,297,306 |
|
1,677,962 |
|
86,431,108 |
|
Changes in equity for 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) for the period |
|
- |
|
- |
|
2,790,916 |
|
33,955,166 |
|
2,707,466 |
|
39,453,548 |
|
Total recognised income and expense |
|
1,225,000 |
|
225,326 |
|
51,796,430 |
|
68,252,472 |
|
4,385,428 |
|
125,884,656 |
|
Dividends |
|
- |
|
- |
|
- |
|
- |
|
(2,057,586) |
|
(2,057,586) |
|
Balance at 31st December 2013 |
|
1,225,000 |
|
225,326 |
|
51,796,430 |
|
68,252,472 |
|
2,327,842 |
|
123,827,070 |
|
CASH FLOW STATEMENTS
for the year ended 31st December 2013
|
|
|
|
Company |
|
Group |
|
||||
|
|
Notes |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
39,372,334 |
|
20,498,165 |
|
39,453,548 |
|
20,549,362 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
Losses/(Gains) on investments |
|
|
|
(36,746,082) |
|
(18,431,632) |
|
(36,746,082) |
|
(18,431,632) |
|
Purchases of investments |
|
10 |
|
(9,151,687) |
|
(4,650,416) |
|
(9,151,687) |
|
(4,650,416) |
|
Proceeds on disposal of investments |
|
10 |
|
5,164,545 |
|
9,818,860 |
|
5,164,545 |
|
9,818,860 |
|
Movement in trading investments |
|
|
|
- |
|
- |
|
(126,244) |
|
3,273 |
|
Operating cash flows before movements in working capital |
|
|
|
(1,360,890) |
|
7,234,977 |
|
(1,405,920) |
|
7,289,447 |
|
Decrease/(increase) in receivables |
|
|
|
(390,899) |
|
(170,205) |
|
(236,187) |
|
62,640 |
|
Increase/(decrease) in payables |
|
|
|
(3,640) |
|
24,078 |
|
(212,210) |
|
16,013 |
|
Net cash from operating activities before income taxes |
|
|
|
(1,755,429) |
|
7,088,850 |
|
(1,854,317) |
|
7,368,100 |
|
Income taxes received/(paid) |
|
|
|
51,197 |
|
20,616 |
|
- |
|
- |
|
Net cash from operating activities |
|
|
|
(1,704,232) |
|
7,109,466 |
|
(1,854,317) |
|
7,368,100 |
|
Cash flows from financing activities Dividends paid |
|
|
|
(2,057,586) |
|
(1,798,810) |
|
(2,057,586) |
|
(1,798,810) |
|
Net cash (used in)/from financing activities |
|
|
|
(2,057,586) |
|
(1,798,810) |
|
(2,057,586) |
|
(1,798,810) |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
|
(3,761,818) |
|
5,310,656 |
|
(3,911,903) |
|
5,569,290 |
|
Cash and cash equivalents at beginning of year |
|
|
|
7,767,161 |
|
2,456,505 |
|
8,476,315 |
|
2,907,025 |
|
Cash and cash equivalents at end of year |
|
|
|
4,005,343 |
|
7,767,161 |
|
4,564,412 |
|
8,476,315 |
|
NOTES
for the year ended 31st December 2013
1. The figures set out above are derived from the audited consolidated accounts of Rights and Issues Investment Trust Plc and its subsidiaries for the years ended 31 December 2012 and 31 December 2013. The 2013 accounts will be sent to shareholders shortly.
2. The financial information contained in this announcement does not constitute statutory accounts within the meaning of section 435 of the Companies Act 2006. The 2013 accounts, on which the report of the auditor is unqualified, will be filed with the Registrar of Companies in due course. The audited accounts for the year ended 31 December 2012 on which the report of the auditor contained no qualification or statement under either Section 498(2),(3)or (4) of the Companies Act 2006, have been filed with the Registrar of Companies.
3. DIVIDENDS AND OTHER APPROPRIATIONS
Amounts recognised as distributions to equity holders in the period:
|
2013 |
2012 |
2013 |
2012 |
|
p |
p |
£ |
£ |
Income |
|
|
|
|
Final dividend for the year ended 31st December 2012 |
18.25 |
17.00 |
448,950 |
418,200 |
Interim dividend for the year ended 31st December 2013 |
9.50 |
8.50 |
233,700 |
209,100 |
Capital |
|
|
|
|
Final dividend for the year ended 31st December 2012 |
1.3375 |
1.2750 |
21,935 |
20,910 |
Supplementary dividend for the year ended 31st December 2013 |
81.8293 |
68.6829 |
1,342,001 |
1,126,400 |
|
|
|
2,046,586 |
1,774,610 |
Dividends on non-equity shares: |
|
|
|
|
Cumulative preference |
5.5% |
5.5% |
11,000 |
11,000 |
The Articles of Association provide for a Supplementary Capital Dividend to Capital Shareholders to be paid.
|
2013 |
2012 |
2013 |
2012 |
|
p |
p |
£ |
£ |
Income |
|
|
|
|
Proposed final dividend for the year ended 31st December 2013 |
20.50 |
18.25 |
504,300 |
448,950 |
Proposed special dividend for the year ended 31st December 2013 |
10.00 |
- |
246,000 |
- |
Capital |
|
|
|
|
Proposed final dividend for the year ended 31st December 2013 |
1.5000 |
1.3375 |
24,600 |
21,935 |
Proposed special dividend for the year ended 31st December 2013 |
0.5000 |
- |
8,200 |
- |
|
|
|
|
|
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
We also set out below the total dividend payable in respect of the financial year, which is the basis on which the requirements of S1158 CTA are considered.
|
2013 |
2012 |
2013 |
2012 |
|
p |
p |
£ |
£ |
Dividends on equity shares |
|
|
|
|
Income |
|
|
|
|
Interim dividend for the year ended 31st December 2013 |
9.50 |
8.50 |
233,700 |
209,100 |
Proposed final and special dividend for the year ended 31st December 2013 |
30.50 |
18.25 |
750,300 |
448,950 |
|
40.00 |
26.75 |
|
|
Capital |
|
|
|
|
Supplementary dividend for the year ended 31st December 2013 |
81.8293 |
69.4878 |
1,342,201 |
1,139,600 |
Proposed final and special dividend for the year ended 31st December 2013 |
2.0000 |
1.3375 |
32,800 |
21,935 |
|
83.8293 |
70.8253 |
2,358,801 |
1,774,610 |