Interim Results
Second Advance Value Realisation Co
16 November 2004
Second Advance Value Realisation Company Limited ('SAVR')
The investment trust specialising in providing investors with liquidity and
value from holdings in listed UK smaller companies
Interim results
For the six months to 30 September 2004
Key Points
• £12.66 million returned to shareholders in the period.
• £51.1 million of capital returned in cash to date since launch(111% of
original value of stock swap).
• NAV of 202.6p per share at 30 September 2004.
• NAV per share up 122.7% from 91.0p since launch.
• 17 holdings remaining
Robert Norbury, chairman of Second Advance Value Realisation Company Limited,
commented:
'SAVR has continued to deliver good results for its investors in terms of both
value and liquidity and remains on target to achieve full realisation of the
portfolio by 30 June 2005.'
CHAIRMAN'S STATEMENT
I am pleased to report further substantial progress at your Company, Second
Advance Value Realisation Company Limited ('SAVR'), towards achieving its twin
objectives of liquidity and value for its investors.
I wrote to you on 2 June 2004 setting out proposals to return in excess of £8
million to shareholders by means of a tender offer and to adjust the Manager's
terms of engagement to recognise the reduction in the size and expected life of
the Company. These proposals were overwhelmingly supported by shareholders at an
Extraordinary General Meeting held on 23 June 2004 and the tender offer was
implemented the following day. Since then tangible progress has been made
towards reaching the revised target date of June 2005 for full liquidation of
the portfolio.
SAVR was launched in April 2003 with 138 holdings valued at £45.8 million.
Subsequently, and up to 30 September 2004, £51.1 million of capital had been
returned in cash to shareholders, representing 111 per cent of the original
amount subscribed by stock swap. During the six months to 30 September 2004
£12.7 million, including £10 million via the tender offer, was returned to
shareholders. At 30 September 2004 there remained 17 holdings valued at £7.5
million. The Manager, Progressive Value Management Limited, continues to be
extremely active in addressing exit strategies for these holdings.
The net asset value ('NAV') of the Ordinary Shares was 202.64p at 30 September
2004, having fallen from 216.16p at 31 March 2004 but having increased from
90.99p at launch (net of the expenses of flotation which were borne entirely by
the Ordinary Shares). The weighted average NAV, which takes account of the
Preference Share capital and cash returned, has risen from 97.30p (net of
expenses) at launch to 127.75p at 30 September 2004. As at the close of
business on 15 November 2004, the Company's NAV had increased to 217.34p per
share.
The Board remains confident that, barring unforeseen circumstances, the Manager
will succeed in its efforts to liquidate the entire portfolio by the target
date.
ROBERT NORBURY
16 November 2004
STATEMENT OF TOTAL RETURN
Six months to 21 March to
30 Sep 2004 30 Sep 2004 30 Sep 2004 30 Sep 2003 30 Sep 2003 30 Sep 2003
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains/(losses) on
investments
- realised - 2,691 2,691 - 6,040 6,040
- unrealised - (3,917) (3,917) - 8,029 8,029
- (1,226) (1,226) - 14,069 14,069
Income
- from investments 170 - 170 995 - 995
- bank interest 50 - 50 125 - 125
220 - 220 1,120 - 1,120
Investment management
fees (99) (143) (242) (250) (1,760) (2,010)
Other expenses (156) (64) (220) (173) - (173)
(255) (207) (462) (423) (1,760) (2,183)
Return on Ordinary
activities before tax (35) (1,433) (1,468) 697 12,309 13,006
Taxation - - - - - -
Return after taxation (35) (1,433) (1,468) 697 12,309 13,006
Dividends - - - - - -
Transfers to reserves (35) (1,433) (1,468) 697 12,309 13,006
Return per Ordinary Share (0.50)p (20.75)p (21.25)p 5.08p 89.73p 94.81p
The revenue column of the statement of total return is the profit and loss
account of the company.
All capital and revenue items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the period.
Return per Ordinary Share is based on the weighted average number of 6,907,570
(2003 - 13,717,450) Ordinary Shares in issue during the period.
The comparatives relate to the period from the Company's incorporation on 21
March 2003 to 30 September 2003. The Company listed on the London Stock
Exchange on 25 April 2003.
BALANCE SHEET
At 30 At 30 At 31
September September
2004 2003 March
£'000 £'000 2004
£'000
FIXED ASSETS
Investments at market value 7,542 33,200 16,169
CURRENT ASSETS
Sales for future settlement 382 2 -
Other debtors 25 291 19
Cash at bank and in hand 434 15,508 7,905
841 15,801 7,924
CURRENT LIABILITIES
Preference Share redemption - (12,100) -
Accrued liabilities (86) (259) (269)
Equity appreciation fee provision (503) (1,510) (1,539)
Early termination fee provision (335) - -
Dividends payable - - (699)
(924) (13,869) (2,507)
NET CURRENT ASSETS / (LIABILITIES) (83) 1,932 5,417
TOTAL NET ASSETS 7,459 35,132 21,586
CAPITAL AND RESERVES
Share capital 1 3 1
Capital redemption reserve 4 2 4
Share premium account 4,410 9,570 4,410
Share purchase reserve - 12,551 1,750
Other capital reserves 3,040 12,309 15,382
Revenue reserve 4 697 39
EQUITY SHAREHOLDERS' FUNDS 7,459 35,132 21,586
Net asset value per Ordinary Share 202.64p 187.55p 216.16p
Net asset value per Redeemable Preference Share - 100.00p -
No. of Ordinary Shares in issue 3,680,875 13,745,997 9,985,997
No. of Redeemable Preference Shares in issue - 9,351,717 -
CASH FLOW STATEMENT
Six months to 30 21 March to 30
September 2004 September 2003
£'000 £'000
OPERATING ACTIVITIES
Net Cash Inflow from Operating Activities (1,131) 414
FINANCIAL INVESTMENT
Receipts on disposal of fixed asset investments 14,027 26,688
Payments to acquire fixed asset investments (7,009) -
7,018 27,102
EQUITY DIVIDENDS PAID (699) -
NET CASH INFLOW BEFORE FINANCING 5,188 27,102
FINANCING
Expenses of issue of share capital - (1,238)
Payments to purchase own shares (12,659) (10,356)
NET CASH OUTFLOW FROM FINANCING (12,659) (11,594)
(DECREASE) / INCREASE IN CASH (7,471) 15,508
NOTES
1 Comparatives
The comparatives relate to the period from the Company's incorporation on 21
March 2003 to 30 September 2003. The Company listed on the London Stock
Exchange on 25 April 2003.
2 Investments
Investments are listed on the London Stock Exchange. These have been valued at
mid market prices at the period end. Suspended securities are valued at
directors' valuation.
3 Investment management fees
One half of the basic and capital return fees payable are charged to capital.
The entire equity appreciation fee and early termination fee are charged to
capital.
4 Purchase of own shares
During the period, the Company held a tender offer for its own ordinary shares
and 4,910,122 ordinary shares were cancelled and £10 million returned to
shareholders. Costs associated with the tender totalled £64,000.
In addition to the above, a further 1,395,000 Ordinary Shares were purchased in
the market for cancellation at an aggregate cost of £2,659,000.
5 Net assets per Ordinary Share
Net assets per Ordinary Share are based on the number of Ordinary Shares in
issue at the end of the period after attributing a net asset value of £1 to each
Preference Share in issue at the end of the period. No preference shares were
in issue as at 30 September 2004.
6 Equity appreciation fee
An accrual of £503,000 (including VAT) has been made on the basis that this sum
would become payable to the Manager if the net asset value attributable to the
Ordinary Shares as at 30 September 2004 represented the actual capital amount
returned to Ordinary Shareholders during the remainder of the life of the
Company. Equity appreciation fees, relating to returns of capital to
shareholders in the six months ended 30 September 2004, totalling £746,410 were
invoiced and paid during the six months to 30 September 2004.
7 Early termination fee
The early termination fee described in the circular dated 2 June 2004 was
accrued from the passing of the resolution to approve the tender offer at the
Extraordinary General Meeting held on 23 June 2004. A fee of £334,875
(including VAT) will be payable to the Manager prior to the appointment of a
liquidator or implementation of an equivalent final exit strategy, provided such
occurs by 30 June 2005. The Company has accrued for this fee at the period end.
8 Dividend
The directors do not recommend an interim dividend.
9 VAT on investment management fees
The Board are aware of the legal test case that JP Morgan Fleming Claverhouse
Investment Trust plc have initiated in conjunction with the AITC against HM
Customs & Excise and are aware of the potential consequences of the case. A
contingent gain exists in the form of a possible VAT repayment from the
Company's investment manager. At the present time there is no certainty
regarding the outcome of the case, the size of the gain (if any at all) and when
it would be received. Therefore the Company has not recognised any such gain in
its accounts.
The total VAT that the Company has suffered on investment management fees from
the Company's launch to 30 September 2004 is £319,165 but it is not clear how
much of this sum, if any, may become recoverable.
10 Investment company status
The Company is incorporated in Guernsey and tax resident in the United Kingdom.
It manages its affairs to enable it to qualify as an investment trust for
taxation purposes under section 842 of the Income and Corporation Taxes Act.
The Company therefore presents its accounts in accordance with the Statement of
Recommended Practice for Investment Companies, with the Statement of Total
Return as its first primary statement.
11 Status of this report
These financial statements are not the Company's statutory accounts. They are
unaudited. The interim report will be sent to shareholders and copies will be
made available to the public at the office of the Secretary and the UK
Administration Agent of the Company.
12 Reconciliation of movements in shareholders' funds
Six months to 21 March to
30 September
2004 30 September
2003
£'000 £'000
DISTRIBUTABLE PROFITS
Revenue available for distribution (35) 697
NON-DISTRIBUTABLE PROFITS
Recognised gains and losses (1,226) 14,069
Expenses attributable to capital (207) (1,760)
TOTAL PROFITS AND GAINS (1,468) 13,006
Purchase of the Company's own Ordinary Shares (12,659) -
Purchase of the Company's own Preference Shares - (10,356)
Redemption of the Company's own Preference Shares - (12,100)
(14,127) (9,450)
Net proceeds of placing - 44,582
Opening shareholders' funds 21,586 -
Closing shareholders' funds 7,459 35,132
At At
30 September 30 September
2004 2003
CLOSING SHAREHOLDERS' FUNDS £'000 £'000
Ordinary Shares 7,459 25,780
Redeemable Preference Shares - 9,352
7,459 35,132
Registered office:
1 Le Marchant Street
St Peter Port
Guernsey
Channel Islands
GY1 4HP
UK office:
Crusader House
145-157 St John Street
London
EC1V 4RU
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