GLASGOW INCOME TRUST PLC
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2008
1. CHAIRMAN'S STATEMENT
Financial Highlights
Shareholders will be well aware of the continuing extremely difficult financial and economic environment. The twelve months to 30 September 2008 covered a period of extraordinary events in financial markets. Famous investment banks disappeared from Wall Street, banks were nationalised and, globally, governments and central banks had to rescue the banking system. Comparisons have been drawn to previous recessions in the early 80s and 90s or to the banking and oil price crisis of the mid 1970s.
The UK stock market fell by 25.1% in the year under review and 30% from the peak in October 2007. These numbers alone cannot convey the scale of the volatility and uncertainty which has assailed both equity and corporate bond investors during the year.
After the publication of the Company's interim results, news-flow and sentiment worsened and this has had a detrimental impact on the value of the Company's assets. As the Company has a geared structure, the impact of falling markets has been exacerbated in net asset value terms. However, the dividend generation of the portfolio held up during the period.
Performance
I am sorry to report a very disappointing year for performance. Asset allocation, including our exposure to smaller companies, and stock selection were the main contributors to the problem, but gearing exacerbated it. Steps were taken during the year to reduce the impact of gearing but this proved difficult in the prevailing conditions. The volatility has not been confined to equities, with corporate bonds and preference shares also producing negative returns. For the year to end September, the total return on net assets was -36.6% compared with the FTSE All Share index total return of -22.3%. Over the same period, the share price total return was -37.8%.
Portfolio Profile and Gearing
The distribution of assets shows that 104.6% of net assets were invested in equities at 30 September 2008, a small reduction from the position as at 30 September 2007. Falling asset values resulted in total gearing at the period end rising from 149% to 164.7%. The Company has maintained its zero coupon finance but has raised cash levels within the portfolio as it has been obliged to increase the proportion of the Company's assets pledged as collateral in support of this form of finance. The Company now has cash lodged, in addition to bonds and equities. Current assets had risen to 28% at the period end. We anticipate paying down the December 2008 ZCF tranche at its maturity cost of approximately £5.4 million.
AIC/JP Morgan Claverhouse VAT test Case
We are making progress in our discussions with the Manager and believe we will shortly be in a position to recognise an asset in respect of the VAT which has been charged since 2001.
Dividends
As we reported at the interim results, the revenue account remained healthy and this enabled the Board to increase the first three interim dividend payments by 3% from 3.315p to 3.414p in total. The fourth and final dividend, which was paid on 31 October 2008, was maintained at 1.8865p per share. Taken together, the total annual distribution was 5.3005p per share, an increase of 1.9% over last year. Based on the share price as at 30 September 2008, the dividend yield was 10%, significantly higher than the yield on the benchmark of 4.6% as at that date.
The Manager monitors the revenue account closely and adjusts forecasts to reflect the most up to date information on dividends from investee companies. Shareholders will be aware that there is considerable uncertainty in particular over dividend payments from UK Banks, an important source of revenue for many equity income trusts. Additionally, as the economy moves into recession, dividend cuts are likely to affect a greater number of sectors. The Board is aware of how important the yield is to shareholders and is closely monitoring the situation. However, it is also very important to be prudent about the level of payout given the deteriorating economic environment and the Company's geared structure.
At this early stage of the financial year, the Board anticipates being in a position to pay first and second interim dividends of at least 0.75p per share (1.138pps - 2008) for the year ending 30 September 2009, subject to market conditions and in the absence of unforeseen circumstances. The quantum of the third and fourth dividends for the current year will be dependent on the dividends of investee companies and, probably of more significance, the longer term strategy and gearing of the Company, to which we refer below.
Future of the Company
As noted above, recent market volatility and recession in the UK have significantly eroded the Company's net assets and reduced the prospects for corporate earnings in the Company's portfolio. In addition, market volatility has significantly increased the structural risk of the Company's zero coupon financing. There is therefore significant uncertainty as to the ability of the Company to maintain its current dividend or the Company's financing in its current form after the current financing obligations have expired. As noted within the Directors' Report and note 1 to the accounts, your Board is satisfied that the going concern basis of accounting continues to be appropriate.
The Company's articles of association oblige the Board to put to shareholders, at this year's AGM and each fifth AGM thereafter, an ordinary resolution to resolve that the Company should continue as an investment trust. In the event that such resolution is not passed, the Directors are obliged to convene an extraordinary general meeting to be held within four months after the AGM at which a special resolution is to be proposed to require the Company to be wound up voluntarily or to approve a unitisation of the Company.
However, the Board is of the view that liquidating the Company's portfolio and repaying the zero coupon finance early in the current market environment, would be detrimental to shareholders.
The Directors are of the view that it is in shareholders' best interests to reconsider the future of the Company once the wider economic situation becomes clearer and current market volatility has eased. They will continue to consult with advisors with the objective of developing a suitable and sustainable strategy for the longer term.
The Directors, who have been so advised by Dickson Minto W.S. consider Resolution 7 to be proposed at the Annual General Meeting is in the best interests of shareholders as a whole and are therefore unanimously recommending that shareholders vote in favour of the continuation vote at this year's AGM but with the important commitment that, if the continuation vote is passed at this year's AGM, the Directors undertake to put to shareholders, at or prior to the next AGM, an ordinary resolution to approve the continuation of the Company as an investment trust. If this continuation vote is not passed, the Directors will convene an extraordinary general meeting to be held within four months after the date of the continuation vote at which a special resolution will be proposed to require the Company to be wound up voluntarily or to approve proposals which will provide shareholders with an opportunity to realise their investment.
Outlook
Since the year end, stock market volatility has remained high and in October, the FTSE All Share index declined by a further 12%. However, the month featured important government and central bank initiatives including the part nationalisation of leading British banks and a cut in UK interest rates of 0.5% to 4.5%. The more encouraging sign for investors is that the LIBOR rate has started to decline as confidence slowly returns to the banking system.
The impact of the financial crisis is now hitting the real economy and is evident in slower consumer spending, higher unemployment and contracting activity in the manufacturing sector. Consensus UK forecasts for GDP in 2009 are around 0.5% but the reality is that the economy has already entered recession. As a result, we expect an increasing number of profits downgrades and dividend cuts from the corporate sector over the next few months. To an extent, the stock market has already corrected to a level that discounts a lot of the forthcoming troubles. On the positive side, November witnessed a deep cut in UK interest rates by another 1.5% to 3.0% and easing inflationary pressures will help hard pressed consumers and companies.
At times like these, it is vital to remain focused on the most important task of investing in companies which are well managed with sustainable businesses and strong balance sheets. Meanwhile, the Board and its advisors will continue to address the development of an appropriate longer term strategy for the Company.
R G Hanna
Chairman
18 November 2008
2. MANAGER'S REVIEW
Economic and Stock Market Background
The twelve months to 30 September 2008 was a period of unprecedented financial turmoil which started in the US sub prime mortgage market in 2007 and spread out causing a global banking crisis. The problems unfolded relatively slowly at the start, with asset write downs at major banks, but accelerated in 2008 with the loss of some of Wall Street's most famous investment firms and US$700bn of emergency funding for the US banking system.
In the UK, the first casualty to succumb to financial difficulties was Northern Rock. Since then Bradford & Bingley has been part- nationalised, HBOS is in merger negotiations with Lloyds TSB and Alliance & Leicester has been acquired by Santander. Since the Company's year end, various rescue packages are being implemented by governments and central banks to shore up the financial system and help markets to repair themselves.
In the year to 30 September 2008, after five years of positive returns, the FTSE All Share index fell by 22.3% on a total return basis with the conditions even harder for smaller companies. Over the same period, the FTSE Small Cap index (ex investment trusts) declined by 38.4% in total return terms. Even UK corporate bonds recorded a negative total return of -7.5%.The only asset classes which delivered positive returns were UK government bonds, up 6.8% and cash at 5.5%.
Portfolio Strategy
During the year, the Manager substantially reorganised the equity portfolio, selling the smaller, less liquid holdings and those companies with leveraged balance sheets. At the same time, the cash balance was increased to reduce overall gearing and meet higher collateral requirements. Part of the cash balance will be used in December to redeem £5.4m of the zero coupon finance which matures that month.
Equity Portfolio
During the period under review, the equity portfolio underperformed its benchmark with a total return of -29.4%. The underperformance versus the FTSE All Share index was caused by overweight positions in some consumer facing sectors and stocks. As a number of these investments were also in smaller companies, which fared worse than their FTSE100 peers, the impact on performance was greater.
During the year, investments in the Oil & Gas and Mining sectors were reduced following a period of buoyant energy and commodity price inflation. In addition, two of the holdings in Oil Services, Abbot Group and Expro International, were the subjects of cash bids during the year. In their place, a new holding of Amec, the oil engineering and services group, was introduced. Overall, these transactions reduced the exposure to Oil & Gas from 14.0% to 9.5% and in Basic Materials from 10.9% to 3.7%.
The developing credit crisis took its greatest toll on the Financials sectors. The portfolio started the year with an overweight position in Financials compared to the index but within that the portfolio was underweight to Banks. During the year, we reduced this exposure further with the sale of Alliance & Leicester and HBOS. However, we took up the rights in Royal Bank of Scotland. Investments in Life Insurance decreased following a cash bid from Pearl Assurance for our holding in Resolution. In Real Estate, the holding in AIM listed Puma Brandenburg was sold. The only area where investments were increased was General Financials, where in addition to taking up our rights in Intermediate Capital, a new holding was established in Close Brothers, a group that includes specialist lending, asset management and Winterflood Securities among its activities.
Outside of Financials, the credit crisis hit the house builders, housing related activities and the retailers. The weakness in these sectors created opportunities to make some changes and invest selectively on historically low valuations. We added a new holding in Wolseley, the builders' merchant with operations in the UK, US and Europe. In General Retailers, DSG, Pendragon and Topps Tiles were sold and new investments made in better quality retailers, Mothercare and Marks & Spencer. A holding was also initiated in Tesco, the UK's premier Food Retailer.
The Travel & Leisure sector was also impacted by the credit crisis and declined by 35% over the year under review. In particular, the demise of large private equity deals adversely affected companies with property assets and consequently, we sold Enterprise Inns and Intercontinental Hotels. In their place, two new holdings were started in Whitbread and Millennium & Copthorne Hotels.
In previous years, the Company had no exposure to pharmaceuticals but during the recent market setback, we were able to add a new holding in AstraZeneca. Telecoms investments were increased from very underweight, at only 0.9% of the portfolio to 4.6%, by reinstating holdings in Vodafone and BT on significantly better dividend yields and lower valuations. Some additions were also made to investments in the Utility sectors which offer more recession resistant earnings and dividends.
Preference Shares and Corporate Bonds
The preference share market tends to be dominated by issues from financial companies and as it is also quite a small market, the limited liquidity exacerbated negative sentiment. Over the twelve months to 30 September 2008, the Company's preference share holdings made a total return of -6.5%. There were no changes to the holdings during the year. Conditions in the preference market are beginning to improve and progress should follow the recovery in credit markets although it is likely to be a gradual process.
For the year under review, the total return on the corporate bond portfolio was -10% compared to the return on the iBoxx Sterling Corporates index of -7.5%. The negative return reflected the difficult conditions in UK credit markets, particularly for holdings exposed to the banking sector. During the year, we sold holdings in consumer facing businesses such as Next 5.25% 2013 and Carnival 7.125% 2012 and reinvested in better quality issues such as Deutsche Telecom 7.125% 2012. The holding in Ford Credit Canada was redeemed in December 2007. The corporate bond portfolio is an important source of revenue generation and is also used as part of the collateral to back the Company's zero coupon finance.
Aberdeen Asset Managers Limited
18 November 2008
3. RESULTS & DIVIDENDS
Financial Highlights |
|
|
|
2008 |
2007 |
Net asset value total return |
- 36.6% |
+ 7.4% |
Share price total return |
- 37.8% |
- 1.0% |
Benchmark total return |
- 22.3% |
+ 12.2% |
Dividend per share |
5.3005p |
5.2015p |
Dividend yield |
10.0% |
5.7% |
Performance (total return) |
|
|
|
|
|
|
|
|
1 year ended |
3 years ended |
5 years ended |
|
30 September 2008 |
30 September 2008 |
30 September 2008 |
Share price |
- 37.8% |
- 23.7% |
+ 16.0% |
Net asset value per share |
- 36.6% |
- 16.8% |
+ 34.8% |
FTSE All-Share Index |
- 22.3% |
+ 0.0% |
+ 44.5% |
Cumulative Performance{A} |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 September |
1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
2008 |
NAV |
100.0 |
115.8 |
110.8 |
101.5 |
77.7 |
85.9 |
97.0 |
118.2 |
136.2 |
138.8 |
82.4 |
NAV total return{B} |
100.0 |
120.2 |
119.8 |
116.0 |
94.7 |
114.8 |
142.5 |
186.1 |
227.5 |
244.2 |
154.8 |
Share price performance |
100.0 |
124.3 |
116.3 |
118.8 |
95.8 |
106.7 |
110.5 |
138.9 |
162.8 |
153.1 |
88.7 |
Share price total return{B} |
100.0 |
129.4 |
126.6 |
136.9 |
117.4 |
142.3 |
161.3 |
216.5 |
268.5 |
265.7 |
165.2 |
Benchmark performance |
100.0 |
120.5 |
129.2 |
99.8 |
76.8 |
86.5 |
96.9 |
117.1 |
130.1 |
141.5 |
105.9 |
Benchmark total return{B} |
100.0 |
123.6 |
135.3 |
107.2 |
84.9 |
99.1 |
114.7 |
143.2 |
164.3 |
184.3 |
143.3 |
|
|||||||||||
{A} 2004 figures restated following the introduction if International Reporting Standards ('IFRS'). Figures for 2003 and earlier have not been restated.
{B} Total return figures are based on reinvestment of net income. |
|
Rate per |
xd date |
Record date |
Payment date |
First interim dividend |
1.138p |
9 January 2008 |
11 January 2008 |
31 January 2008 |
Second interim dividend |
1.138p |
9 April 2008 |
11 April 2008 |
30 April 2008 |
Third interim dividend |
1.138p |
9 July 2008 |
11 July 2008 |
31 July 2008 |
Fourth interim dividend |
1.8865p |
8 October 2008 |
10 October 2008 |
31 October 2008 |
2007/08 |
5.3005p |
|
|
|
|
|
|
|
|
First interim dividend |
0.6846p |
22 November 2006 |
24 November 2006 |
31 January 2007 |
Second interim dividend |
0.4204p |
13 December 2006 |
15 December 2006 |
31 January 2007 |
Third interim dividend |
1.1050p |
11 April 2007 |
13 April 2007 |
30 April 2007 |
Fourth interim dividend |
1.1050p |
11 July 2007 |
13 July 2007 |
31 July 2007 |
Fifth interim dividend |
1.8865p |
10 October 2007 |
12 October 2007 |
31 October 2007 |
2006/07 |
5.2015p |
|
|
|
Distribution of Assets |
|||||||
|
|||||||
|
Valuation at |
|
|
|
Valuation at |
||
|
30 September |
|
|
Appreciation/ |
30 September |
||
|
2007 |
Purchases |
Sales |
(depreciation) |
2008 |
||
|
£'000 |
% |
£'000 |
£'000 |
£'000 |
£'000 |
% |
Listed investments |
|
|
|
|
|
|
|
Ordinary shares |
122,306 |
106.3 |
37,503 |
(53,730) |
(34,877) |
71,202 |
104.6 |
Convertibles |
2,194 |
1.9 |
- |
- |
(304) |
1,890 |
2.8 |
Corporate bonds |
35,339 |
30.7 |
6,771 |
(7,293) |
(5,742) |
29,075 |
42.7 |
Other fixed interest |
11,576 |
10.1 |
- |
- |
(1,635) |
9,941 |
14.6 |
|
________ |
_____ |
________ |
________ |
________ |
_______ |
_____ |
|
171,415 |
149.0 |
44,274 |
(61,023) |
(42,558) |
112,108 |
164.7 |
|
________ |
_____ |
________ |
________ |
________ |
_______ |
_____ |
Other non current assets |
31,862 |
27.7 |
|
|
|
21,715 |
31.9 |
Current assets |
3,025 |
2.6 |
|
|
|
19,148 |
28.1 |
Current liabilities |
(1,136) |
(1.0) |
|
|
|
(6,211) |
(9.1) |
Non current liabilities |
(90,089) |
(78.3) |
|
|
|
(78,717) |
(115.6) |
|
________ |
_____ |
________ |
________ |
________ |
_______ |
_____ |
Net assets |
115,077 |
100.0 |
|
|
|
68,043 |
100.0 |
|
________ |
_____ |
________ |
________ |
________ |
_______ |
_____ |
Net asset value per share |
94.37p |
|
|
|
|
56.04p |
|
|
________ |
|
|
|
|
________ |
|
4. BUSINESS REVIEW
Future of the Company
Recent market volatility and recession in the UK have significantly eroded the Company's net assets and reduced the prospects for corporate earnings in the Company's portfolio. In addition, market volatility has significantly increased the structural risk of the Company's zero coupon financing. There is therefore significant uncertainty as to the ability of the Company to maintain its current dividend or the Company's financing in its current form after the current financing obligations have expired. The Board has expressly reviewed the collateral required within the terms of the zero coupon financing arrangements, together with the potential impact of continued market volatility, and is satisfied that the Company's liabilities can be met as they fall due, for a period of at least one year from the date of this report.
The Company's articles of association oblige the Board to put to shareholders, at this year's AGM and each fifth AGM thereafter, an ordinary resolution to resolve that the Company should continue as an investment trust. In the event that such resolution is not passed, the Directors are obliged to convene an extraordinary general meeting to be held within four months after the AGM at which a special resolution is to be proposed to require the Company to be wound up voluntarily or to approve proposals which would result in the shareholders receiving, in lieu of their shares, units in a unit trust scheme.
However, the Board is of the view that liquidating the Company's portfolio and repaying the zero coupon finance early in the current market environment would be detrimental to shareholders. The Directors are of the view that it is in shareholders' best interests to reconsider the future of the Company once the wider economic situation is clearer and current market volatility has eased. They will continue to consult with advisors with the objective of developing a suitable and sustainable strategy for the longer term.
The Directors are therefore unanimously recommending that shareholders vote in favour of the continuation vote at this year's AGM but with the important commitment that, if the continuation vote is passed at this year's AGM, the Directors undertake to put to shareholders, at or prior to the next AGM, an ordinary resolution to approve the continuation of the Company as an investment trust. If this continuation vote is not passed, the Directors will convene an extraordinary general meeting to be held within four months after the date of the continuation vote at which a special resolution will be proposed to require the Company to be wound up voluntarily or to approve proposals which would result in the shareholders receiving, in lieu of their shares, units in a unit trust scheme.
Status of the Company
The Company, which was incorporated in 1988, has received approval as an investment trust by the Inland Revenue for all the periods up to and including 30 September 2007 and has since conducted its affairs so as to enable it to retain such approved status. It is a member of the Association of Investment Companies. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006.
Activities
The Company is an investment trust. Its subsidiary undertaking, G.I.T. Securities Limited, operates as an investment dealing company. The objective of the Company is to provide shareholders with a high level of income and to obtain growth in both income and capital over the longer term.
Results and Dividends
Details of the Company's results are shown in the Financial Highlights. Dividends declared and paid in the year amounted to 5.3005p per share (2007 - 5.2015p). The fourth interim dividend of 1.8865p per share announced on 4 October 2008 was unchanged (from the fifth interim dividend for 2007) and will be accounted for in the financial year ending on 30 September 2009. As detailed in Note 8, under International Financial Reporting Standards (IFRS) the dividends accounted for in the 2008 results amount to 5.3005p per share (£6,457,000) compared to 5.125p per share (£5,513,000) accounted for in the year ended 30 September 2007.
Share Capital
At the annual general meeting held on 19 December 2007, shareholders approved the renewal of the authority permitting the Company to make market purchases of its own Ordinary shares. During the year ended 30 September 2008, 528,985 Ordinary shares of 25p each (0.43% of the issued share capital at 30 September 2007) were bought back at an average price of 64p per share to be held in treasury. The issued share capital at 30 September 2008 and as at the date of this report consisted of 121,413,532 Ordinary shares of 25p each and 528,985 Ordinary shares held in treasury.
Objective
The principal objective of the Company is to provide shareholders with a high level of income, and to obtain growth in both income and capital over the longer term
Principal Risks and Uncertainties
The principal risks facing the Company relate to the Company's investment activities and include market risk (comprising interest rate risk and other price risk), liquidity risk and credit risk. An explanation of these risks and how they are managed is contained below and in note 19.
Investment Policy
The Company invests in equities, bonds and preference shares. Investment in corporate bonds and preference shares is primarily to enhance the income generation of the Company. The investment risk within the portfolio is managed by investing in different categories of investments and by the Manager adhering to various guidelines set by the Board.
Gearing is used with the intention of enhancing long-term returns. The Company's gearing is in the form of zero coupon finance. This is a set of put and call options on the FTSE 100 which generate a premium that is invested mainly in corporate bonds. The risk of the zero coupon finance is managed by the structure of the put and call options. The structure is such that the Company knows at the outset of the arrangement exactly how much it will require to repay when the options mature irrespective of the level of the FTSE 100. The risk of this gearing is also managed by investing in corporate bonds, the vast majority of which are of an investment grade nature, and preference shares of large financial institutions.
The Company also writes covered put and call options and this traded options strategy is used by the Manager to assist in enacting equity portfolio changes, while taking account of ongoing volatility. The risk associated with the traded options strategy is managed by the Manager adhering to various guidelines set by the Board.
Investment Risk
The Directors are responsible for determining the investment policy and the investment objectives of the Company, while the day-to-day management of the Company's assets has been delegated to the Manager. The Manager invests in a portfolio of equities, corporate bonds and preference shares, following their investment processes. The equity investment process is active and bottom-up, based on a disciplined evaluation of companies through direct visits by fund managers. Stock selection is the major source of added value, concentrating on quality first, then value. Top-down investment factors are secondary in the equity portfolio construction, with diversification rather than formal controls guiding stock and sector weights. However the exposure to equities is limited by the investment guidelines drawn up by the Board in conjunction with the Manager.
These include:
- Maximum equity gearing of 115% of Net Asset Value;
- Maximum 5% of investee companies' ordinary shares;
- Maximum 7.5% of Glasgow Income Trust's net assets invested in the securities of one company;
- No unquoted investments.
The fixed income investment process is an active investment style which identifies value between individual securities. This is achieved by combining bottom-up security selection with a top-down investment approach. Again the exposure to fixed income is limited by the investment guidelines drawn up by the Board in conjunction with the Manager.
These include:
- No holding in single fixed income security to exceed 5% of the total bond issue of the investee company;
- No single bond holding to exceed 10% of the total bond portfolio.
The traded options strategy guidelines drawn up by the Board in conjunction with the Manager include:
- Options written to be covered by stock held or net current assets/borrowing facilities;
- Call options not to be written over more than 100% of a stock holding;
- Call options not to be written on more than 15% of net assets;
- Put options not to be written on more than 15% of net assets.
Analysis of Portfolio
A comprehensive analysis of the portfolio is given in the Manager's Review and the distribution of assets and liabilities.
Manager and Company Secretary
Investment management services are provided to the Company by Aberdeen Asset Managers Limited. Company secretarial, accounting and administrative services are provided by Aberdeen Asset Management PLC. The contract was novated to Aberdeen effective 31 January 2008 and the fee is at a rate of 0.75% of shareholders' funds. The contract may be terminated by either the Company or the Manager on the expiry of 12 months' written notice.
Investment Management Agreement
The key terms of the Investment Management Agreement and specifically the fee charged by Aberdeen in the financial year and how it is calculated are set out in note 3 to the financial statements. The Board believes the fee previously charged by GIM and now Aberdeen is competitive with reference to other investment trusts with a similar investment mandate and is priced appropriately given the level of service provided by Aberdeen.
The Board considers the continuing appointment of the Manager to be in the best interests of the shareholders at this time.
By Order of the Board
Aberdeen Asset Management PLC
Secretaries
18 November 2008
5. STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Report & Accounts including the group and parent company financial statements, in accordance with applicable law and regulations. Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under the law they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and have elected to prepare the parent company financial statements on the same basis.
The group and parent company financial statements are required by law and IFRSs, as adopted by the EU, to present fairly the financial position of the group and the parent company and performance of the group; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
In preparing each of the group and parent company 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;
- state whether they have been prepared in accordance with IFRSs as adopted by the EU subject to
any material departures disclosed and explained in the Notes to the Financial Statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the group and the parent company will continue in business.
The Directors confirm that the financial statements comply with these requirements.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement 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. Legislation in the UK governing
the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors confirms that to the best of their knowledge:
- the group financial statements, prepared in accordance with IFRSs, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Group; and
- the Directors' Report includes a fair review of the development and performance of the business and the position
of the issuer, together with a description of the principal risks and uncertainties that the Company faces.
For and on behalf of Glasgow Income Trust plc
I .M. Boyd
Chairman of the Audit Committee
18 November 2008
GLASGOW INCOME TRUST PLC
GROUP INCOME STATEMENT
|
|
Year ended |
Year ended |
||||
|
|
30 September 2008 |
30 September 2007 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
(Losses)/gains on investments held at fair value |
10 |
|
(42,684) |
(42,684) |
- |
2,645 |
2,645 |
|
|
|
|
|
|
|
|
Revenue |
2 |
|
|
|
|
|
|
Dividend income |
|
4,540 |
- |
4,540 |
4,818 |
- |
4,818 |
Interest income from investments |
|
2,502 |
- |
2,502 |
2,169 |
- |
2,169 |
Deposit interest |
|
451 |
- |
451 |
119 |
- |
119 |
AAA money market funds interest |
|
145 |
- |
145 |
- |
- |
- |
Traded options |
|
673 |
- |
673 |
690 |
- |
690 |
Other income |
|
58 |
25 |
83 |
1 |
- |
1 |
(Losses)/gains of dealing subsidiary |
|
(26) |
- |
(26) |
(52) |
- |
(52) |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
8,343 |
(42,659) |
(34,316) |
7,745 |
2,645 |
10,390 |
Expenses |
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
Investment management fees |
3 |
(351) |
(351) |
(702) |
(519) |
(519) |
(1,038) |
Other administrative expenses |
4 |
(287) |
- |
(287) |
(227) |
- |
(227) |
Finance costs of borrowing |
5 |
(11) |
(11) |
(22) |
(79) |
(79) |
(158) |
Zero coupon finance costs |
14 |
- |
(4,108) |
(4,108) |
- |
(2,455) |
(2,455) |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
Profit/(loss) before taxation |
|
7,694 |
(47,129) |
(39,435) |
6,920 |
(408) |
6,512 |
Taxation |
6 |
(904) |
105 |
(799) |
(589) |
179 |
(410) |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
Profit/(loss) attributable to equity holders of the Company |
|
6,791 |
(47,024) |
(40,234) |
6,331 |
(229) |
6,102 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
Earnings per Ordinary share (pence) |
9 |
5.58 |
(38.62) |
(33.04) |
5.43 |
(0.20) |
5.24 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS. The supplementary revenue return and capital columns are both prepared as explained in the accounting policies. All items in the above statement derive from continuing operations. All income and losses are attributable to the equity holders of the parent company. There are no minority interests. All items in the above statement derive from continuing operations.
The accompanying notes are an integral part of these financial statements. |
GLASGOW INCOME TRUST PLC
Balance Sheets
|
|
Group |
Company |
||
|
|
As at |
As at |
As at |
As at |
|
|
30 September |
30 September |
30 September |
30 September |
|
|
2008 |
2007 |
2008 |
2007 |
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
|
Ordinary shares |
|
71,202 |
122,306 |
71,202 |
122,306 |
Convertibles |
|
1,890 |
2,194 |
1,890 |
2,194 |
Corporate bonds |
|
29,075 |
35,339 |
29,075 |
35,339 |
Other fixed interest |
|
9,941 |
11,576 |
9,941 |
11,576 |
|
|
_________ |
_________ |
_________ |
_________ |
Investments held at fair value through profit or loss |
10 |
112,108 |
171,415 |
112,108 |
171,415 |
Zero coupon finance derivatives at fair value |
14 |
21,715 |
31,862 |
21,715 |
31,862 |
Subsidiary |
11 |
- |
- |
5 |
5 |
|
|
_________ |
_________ |
_________ |
_________ |
|
|
133,823 |
203,277 |
133,828 |
203,282 |
|
|
_________ |
_________ |
_________ |
_________ |
Current assets |
|
|
|
|
|
Trade and other receivables |
|
298 |
12 |
298 |
478 |
Accrued income and prepayments |
|
1,755 |
2,202 |
1,755 |
2,202 |
Investments of dealing subsidiary |
|
- |
673 |
- |
- |
AAA money market funds |
|
6,338 |
|
6,338 |
- |
Cash and short term deposits |
|
10,730 |
138 |
10,730 |
138 |
Zero coupon finance derivatives at fair value |
14 |
27 |
- |
27 |
- |
|
|
_________ |
_________ |
_________ |
_________ |
Total current assets |
12 |
19,148 |
3,025 |
19,148 |
2,818 |
|
|
_________ |
_________ |
_________ |
_________ |
Total assets |
|
152,971 |
206,302 |
152,976 |
206,100 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
(851) |
(714) |
(1,075) |
(756) |
Short-term borrowings |
|
- |
(422) |
- |
(422) |
Zero coupon finance derivatives at fair value |
14 |
(5,360) |
- |
(5,360) |
- |
|
|
_________ |
_________ |
_________ |
_________ |
Total current liabilities |
13 |
(6,211) |
(1,136) |
(6,435) |
(1,178) |
|
|
_________ |
_________ |
_________ |
_________ |
Non-current liabilities |
|
|
|
|
|
Zero coupon finance derivatives at fair value |
14 |
(78,717) |
(90,089) |
(78,717) |
(90,089) |
|
|
_________ |
_________ |
_________ |
_________ |
Total liabilities |
|
(84,928) |
(91,225) |
(85,152) |
(91,267) |
|
|
_________ |
_________ |
_________ |
_________ |
Net assets |
|
68,043 |
115,077 |
67,824 |
114,833 |
|
|
_________ |
_________ |
_________ |
_________ |
Issued capital and reserves attributable to equity holders of the parent |
|||||
Called-up share capital |
15 |
30,486 |
30,486 |
30,486 |
30,486 |
Share premium account |
16 |
53,204 |
53,205 |
53,204 |
53,205 |
Special reserve |
17 |
4,658 |
5,000 |
4,658 |
5,000 |
Capital reserve |
18 |
(24,257) |
22,767 |
(24,257) |
22,767 |
Revenue reserve |
18 |
3,952 |
3,619 |
3,733 |
3,375 |
|
|
_________ |
_________ |
_________ |
_________ |
Equity shareholders' funds |
|
68,043 |
115,077 |
67,824 |
114,833 |
|
|
_________ |
_________ |
_________ |
_________ |
Net asset value per Ordinary share (pence) |
9 |
56.04 |
94.37 |
|
|
|
|
_________ |
_________ |
_________ |
_________ |
GLASGOW INCOME TRUST PLC
Consolidated Statement of Changes in Equity
For year ended 30 September 2008 |
|
|
|
|
|
|
|
|
Share |
|
|
|
|
|
Share |
premium |
Special |
Capital |
Revenue |
|
|
capital |
account |
reserve |
reserve |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 30 September 2007 |
30,486 |
53,205 |
5,000 |
22,767 |
3,619 |
115,077 |
(Loss) / profit after tax |
- |
- |
- |
(47,024) |
6,791 |
(40,233) |
Equity dividends |
- |
- |
- |
- |
(6,457) |
(6,457) |
Share issue expense |
- |
(1) |
- |
- |
- |
(1) |
Shares bought back |
- |
- |
(342) |
- |
- |
(342) |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
Balance at 30 September 2008 |
30,486 |
53,204 |
4,658 |
(24,257) |
3,952 |
68,043 |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
For year ended 30 September 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2006 |
23,496 |
32,715 |
5,000 |
22,996 |
2,801 |
87,008 |
Profit after tax |
- |
- |
- |
(229) |
6,331 |
6,102 |
Equity dividends |
- |
- |
- |
- |
(5,513) |
(5,513) |
Issue of share capital |
6,990 |
20,490 |
- |
- |
- |
27,480 |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
Balance at 30 September 2007 |
30,486 |
53,205 |
5,000 |
22,767 |
3,619 |
115,077 |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
Company Statement of Changes in Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 30 September 2008 |
|
|
|
|
|
|
|
|
Share |
|
|
|
|
|
Share |
premium |
Special |
Capital |
Revenue |
|
|
capital |
account |
reserve |
reserve |
reserve |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 30 September 2007 |
30,486 |
53,205 |
5,000 |
22,767 |
3,375 |
114,833 |
(Loss) / profit after tax |
- |
- |
- |
(47,024) |
6,816 |
(40,208) |
Equity dividends |
- |
- |
- |
- |
(6,457) |
(6,457) |
Share issue expense |
- |
(1) |
- |
- |
- |
(1) |
Shares bought back |
- |
- |
(342) |
- |
- |
(342) |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
Balance at 30 September 2008 |
30,486 |
53,204 |
4,658 |
(24,257) |
3,733 |
67,824 |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
For year ended 30 September 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2006 |
23,496 |
32,715 |
5,000 |
22,996 |
2,548 |
86,755 |
Profit after tax |
- |
- |
- |
(229) |
6,340 |
6,111 |
Equity dividends |
- |
- |
- |
- |
(5,513) |
(5,513) |
Issue of share capital |
6,990 |
20,490 |
- |
- |
- |
27,480 |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
Balance at 30 September 2007 |
30,486 |
53,205 |
5,000 |
22,767 |
3,375 |
114,833 |
|
______ |
_______ |
_______ |
________ |
______ |
_______ |
GLASGOW INCOME TRUST PLC
Group and Company Cash Flow Statement
|
Year ended |
Year ended |
||
|
30 September 2008 |
30 September 2007 |
||
|
£'000 |
£'000 |
£'000 |
£'000 |
Cash flows from operating activities |
|
|
|
|
Investment income received |
7,552 |
|
6,776 |
|
Deposit interest received |
547 |
|
120 |
|
Dealing subsidiary receipts |
673 |
|
- |
|
Other cash receipts |
591 |
|
834 |
|
Administrative expenses paid |
(1,111) |
|
(1,213) |
|
|
_________ |
|
_________ |
|
Cash generated from operations |
|
8,252 |
|
6,517 |
Interest paid |
|
(22) |
|
(151) |
Taxation |
|
(625) |
|
(426) |
|
|
_________ |
|
_________ |
Net cash inflows from operating activities |
|
7,605 |
|
5,940 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchases of investments |
(44,163) |
|
(160,450) |
|
Sales of investments |
60,710 |
|
117,443 |
|
Zero coupon finance |
- |
|
15,126 |
|
|
_________ |
|
_________ |
|
Net cash inflow/(outflow) from investing activities |
|
16,547 |
|
(27,881) |
|
|
_________ |
|
_________ |
Net cash inflow/(outflow) before financing |
|
24,152 |
|
(21,941) |
|
|
|
|
|
Financing activities |
|
|
|
|
Proceeds of issue of shares |
(1) |
|
27,468 |
|
Cost of share buy backs |
(342) |
|
- |
|
Dividends paid |
(6,457) |
|
(5,513) |
|
|
_________ |
|
_________ |
|
Net cash (outflow)/inflow from financing activities |
|
(6,800) |
|
21,955 |
|
|
_________ |
|
_________ |
Net cash inflow before management of liquid resources |
|
17,352 |
|
14 |
|
|
|
|
|
Management of liquid resources |
|
|
|
|
Purchase of AAA money market funds |
(18,843) |
|
- |
|
Sale of AAA money market funds |
12,505 |
|
- |
|
|
_________ |
|
_________ |
|
Net cash outflow from management of liquid resources |
|
(6,338) |
|
- |
|
|
_________ |
|
_________ |
Net increase/(decrease) in cash and short term deposits |
|
11,014 |
|
14 |
Cash and cash equivalents at the start of the year |
|
(284) |
|
(298) |
|
|
_________ |
|
_________ |
Cash and short term deposits at the end of the year |
|
10,730 |
|
(284) |
|
|
_________ |
|
_________ |
Cash and short term deposits comprise: |
|
|
|
|
Cash and short term deposits |
|
10,730 |
|
138 |
Short term borrowings |
|
- |
|
(422) |
|
|
_________ |
|
_________ |
|
|
10,730 |
|
(284) |
|
|
_________ |
|
_________ |
GLASGOW INCOME TRUST PLC
YEAR ENDED 30 SEPTEMBER 2008
1.
|
Accounting policies (a) Basis of accounting The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect, and to the extent that they have been adopted by the European Union. The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the year. Where presentational guidance set out in the Statement of Recommended Practice ("SORP") for investment trusts issued by the Association of Investment Companies in December 2005 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the income statement between items of a revenue and capital nature has been presented alongside the income statement. In accordance with the Company's status as a UK investment company under section 833-834 of the Companies Act 2006, net capital returns may not be distributed by way of dividend. Additionally, the net revenue of the Company is the measure the directors believe appropriate in assessing the Group's compliance with certain requirements set out in section 842 of the Income and Corporation Taxes Act 1988.
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future and be able to meet its liabilities as they fall due. There are uncertainties that the Directors have had to consider in deciding to prepare the financial statements on this basis, which are set out below.
The Company's Articles of Association provide that the Company must, at this year's AGM and each fifth AGM thereafter, put to shareholders an ordinary resolution to resolve that the Company should continue as an investment trust for a further five years. In the event that such a resolution is not passed, the Directors are obliged to convene an extraordinary general meeting to be held within four months after the AGM at which a special resolution is to be proposed to require the Company to be wound up voluntarily or to approve proposals which would result in the shareholders receiving, in lieu of their shares, units in a unit trust scheme.
If the continuation vote is passed at this year's AGM, the Directors have undertaken to put to shareholders, at the next AGM, another continuation vote. This continuation vote will be proposed as an ordinary resolution and, if it is not passed, the Directors will convene an extraordinary general meeting to be held within four months after the date of the continuation vote at which a special resolution will be proposed to require the Company to be wound up voluntarily or to approve proposals which will provide shareholders with an opportunity to realise their investment.
The validity of the going concern basis depends on the continuation vote at the AGM being passed by shareholders. The primary purpose of the continuation vote is to determine whether shareholders are satisfied to continue the operations of the Company, or whether shareholder interests would be better served by another means. There is no guarantee that shareholders will pass the continuation vote at the AGM. Other than this consideration, the Directors, having considered market volatility together with the Company's future cash flows and collateral requirements, are satisfied that the Company continues to be a going concern. Accordingly, the Directors believe that it is appropriate to prepare the financial statements on a going concern basis.
If the continuation vote is not passed at the AGM in 2008 or again at the next AGM, adjustments would be required to reduce the Balance Sheet values to their recoverable amounts, reclassify non-current assets as current, and provide for further liabilities that might arise including liquidation costs estimated at £250,000.
The Company has adopted the following standards and interpretations during the year 2007/08: - IFRS 7 Financial Instruments: Disclosures - IAS 1 Amendment - Presentation of Financial Statements
These standards primarily concern the disclosure of Capital, Financial Instruments and risks. These disclosures can be found primarily in note 19.
At the date of authorisation of these financial statements, the following Standards and Interpretations were in issue but not yet effective: - IAS 1 Presentation of Financial Statements - Comprehensive revision including requiring a statement of comprehensive income (effective for annual periods beginning on or after 1 January 2008) - IAS 23 Borrowing Costs - Amendment requiring that all borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying assets form part of the cost of the asset (effective for annual periods beginning on or after 1 January 2009) - IAS 27 Consolidated and Separate Financial Statements - Consequential amendments arising to IFRS 3 (effective for annual periods beginning on or after 1 July 2010)
The Directors do not anticipate that the adoption of these Standards and Interpretations in future periods will materially impact the Group's financial results in the period of initial application although there will be revised presentations to the Primary Financial Statements and additional disclosures. Any future business combinations will be affected. The Group intends to adopt the standards in the reporting period when they become effective.
(b) Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 September each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The Company has availed itself of the relief from showing a revenue account for the parent company, granted under section 408 of the Companies Act 2006.
(c) Investments - Securities held at Fair Value Investments are recognised or derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are initially measured at fair value.
The Group's investments are defined by IFRS as investments designated as fair value through profit or loss. All investments are designated upon initial recognition as held at fair value and are measured at subsequent reporting dates at their fair value, which is the bid price as at close of business on the balance sheet date.
Gains and losses arising from the changes in fair value are included in net profit or loss for the period as a capital item. Expenses which are incidental to the acquisition and disposal of investments are treated as capital costs.
(d) Investments held in dealing subsidiary Investments held are shown as current assets at fair value. Realised and unrealised gains and losses arising on these investments are dealt with in the revenue column of the Consolidated Income Statement. In respect of the Company the subsidiary is held at cost with any amounts owed to or from the subsidiary included in the relevant balance sheet heading.
(e) Zero coupon finance The Company has in place medium-term funding in the form of zero coupon finance through a series of option transactions on the FTSE 100 Index. The option contracts are accounted for as separate derivative contracts and therefore are shown on the balance sheet at their fair value. Changes in the fair value of the option contracts are charged or credited to capital and presented as a capital item in the income statement.
(f) Money Market Interest The AAA Money Market funds are used by the Company to provide addditional short term liquidity. As they are not listed on a recognised exchange and due to their short term nature, they are recognised in the financial statements at cost and as a current asset.
(g) Income Dividend income from equity investments including preference shares which have a discretionary dividend is recognised when the shareholders' rights to receive payment has been established, normally the ex-dividend date.
Interest from debt securities is accounted for on an effective yield basis. Any write off of the premium or discount on acquisition as a result of using this basis is allocated as a revenue item in the Income Statement. Interest from deposits is dealt with on an accrual basis. Traded option contracts are restricted to writing out of the money options with a view to generating income. Premiums received on traded option contracts are recognised as income evenly over the period from the date they are written to the date when they expire or are exercised or assigned. Gains and losses on the underlying shares acquired or disposed as a result of options exercised are included in the capital account.
Underwriting commission is taken to revenue, unless any shares underwritten are required to be taken up, in which case the proportionate commission received is deducted from the cost of the investment.
(h) Expenses All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the income statement, all expenses have been presented as revenue items except those where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated. Accordingly the investment management fee and finance costs have been allocated 50% to revenue and 50% to capital, in order to reflect the directors' expected long-term view of the nature of the investment returns of the Company.
(i) Bank borrowings Interest-bearing bank loans and overdrafts are recorded at the proceeds received. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement using the effective interest rate method.
(j) Taxation The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
The allocation method used to calculate tax relief on expenses presented against capital returns is the 'marginal basis'. Under this basis if taxable income is not capable of being offset entirely by expenses presented in revenue then unutilised expenses arising in capital will be set against income with an amount based on current tax rates charged against income and credited to capital.
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date at rates expected to apply when they crystallise, based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. |
|
|
2008 |
2007 |
||
2. |
Income |
£'000 |
£'000 |
£'000 |
£'000 |
|
Income from listed investments: |
|
|
|
|
|
Dividend income |
|
4,540 |
|
4,818 |
|
Interest income from investments and overseas interest |
|
2,502 |
|
2,169 |
|
Stock dividend |
|
41 |
|
- |
|
Underwriting income |
|
17 |
|
- |
|
Unclaimed dividends |
|
- |
|
1 |
|
|
|
_______ |
|
_______ |
|
|
|
7,100 |
|
6,988 |
|
|
|
|
|
|
|
Other income from investment activity |
|
|
|
|
|
Deposit interest |
|
451 |
|
119 |
|
AAA money market funds interest |
|
145 |
|
- |
|
Traded option premiums |
|
673 |
|
690 |
|
Sales of investments in dealing subsidiary |
647 |
|
- |
|
|
Cost of sales in dealing subsidiary |
(673) |
|
- |
|
|
Increase/(decrease) in fair value of investments in dealing subsidiary |
- |
|
(52) |
|
|
|
_______ |
|
_______ |
|
|
|
|
(26) |
|
(52) |
|
|
|
_______ |
|
_______ |
|
|
|
1,243 |
|
757 |
|
|
|
_______ |
|
_______ |
|
Total income |
|
8,343 |
|
7,745 |
|
|
|
_______ |
|
_______ |
|
In addition to the above which has been reported as revenue, there is £25,000 (2007 - £nil) of income reported as capital. This was received by the fund in the form of an incentive payment for early instruction on a proposed amendment to the terms of a preference share holding. |
3. |
Secretarial and Management Fee For the year ended 30 September 2008 management and secretarial services were provided by Aberdeen Asset Managers Limited. The fee is at an annual rate, calculated monthly and paid quarterly. The fee is allocated 50% to capital and 50% to revenue.
The fee for the year ended 30 September 2008 was £702,000 exclusive of VAT (2007 - £1,038,000 inclusive of VAT).
Note 21 provides further information on the current status of VAT charged on management fees and its implications for the Company |
||||||
|
|
|
|
||||
|
|
2008 |
2007 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Investment management fee |
351 |
351 |
702 |
519 |
519 |
1,038 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
2008 |
2007 |
|
4. |
Administrative expenses |
£'000 |
£'000 |
|
|
Directors' remuneration - fees as Directors |
61 |
46 |
|
|
Fees payable to auditors and associates: |
|
|
|
|
- fees payable to the Company's auditors for the audit of the annual accounts |
17 |
14 |
|
|
- fees payable to the Company's auditors and its associates for other services: |
|
|
|
|
|
- taxation services |
- |
5 |
|
|
- other services pursuant to legislation |
- |
7 |
|
Marketing contribution |
75 |
- |
|
|
Other management expenses |
134 |
155 |
|
|
|
_______ |
_______ |
|
|
|
287 |
227 |
|
|
|
_______ |
_______ |
|
|
The Company had no employees during the year (2007 - nil). No pension contributions were paid for Directors (2007 - £nil). |
|
|
2008 |
2007 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
5. |
Finance costs and borrowings |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Bank loans and overdrafts repayable within one year |
11 |
11 |
22 |
79 |
79 |
158 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
2008 |
2007 |
|||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
6. |
Taxation |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Notional corporation tax at 29% (2007 - 30%) |
105 |
(105) |
- |
179 |
(179) |
- |
|
|
Corporation tax at 29% (2007 - 30%) |
799 |
- |
799 |
410 |
- |
410 |
|
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
904 |
(105) |
799 |
589 |
(179) |
410 |
|
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
All management expenses arising on Revenue items this year were relieved against taxable revenue. By relieving £362,000 (2007 - £598,000) of surplus management expenses arising on capital items against the remaining taxable revenue, the Group reduced its corporation tax charge. However, an amount equal to 29% of £362,000, i.e. £105,000 (2007 - 30% of £598,000, i.e. £179,400) has been credited to capital and charged to revenue as a notional corporation tax item to prevent the distribution of capital equal to this amount. At 30 September 2008, the Group had no surplus management expenses or non-trade debits (2007 - £nil) to carry forward. No deferred tax has been recognised in the current or prior periods. The following table is a reconciliation of the current taxation charge/(credit) to the charges or credits which would arise if all ordinary activities were taxed at the standard UK corporation tax rate of 29% (2007 - 30%): |
|||||||
|
|
|||||||
|
|
2008 |
2007 |
|||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Profit on ordinary activities before taxation |
7,694 |
(47,129) |
39,435 |
6,920 |
(408) |
6,512 |
|
|
|
|
|
|
|
|
|
|
|
Taxation of return on ordinary activities at the standard rate of corporation tax |
2,231 |
(13,667) |
(11,436) |
2,076 |
(122) |
1,954 |
|
|
Effects of: |
|
|
|
|
|
|
|
|
UK dividend income not liable to further tax |
(1,316) |
- |
(1,316) |
(1,445) |
- |
(1,445) |
|
|
Stock dividend not taxable |
(11) |
- |
(11) |
- |
- |
- |
|
|
Capital gains not taxable |
- |
13,562 |
13,562 |
- |
(57) |
(57) |
|
|
Prior year adjustment |
- |
- |
- |
(42) |
- |
(42) |
|
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
Current taxation charge/(credit) for the year |
904 |
(105) |
799 |
589 |
(179) |
410 |
|
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
7. |
Profit attributable to Ordinary Shareholders of the Company |
|
The revenue profit attributable to equity holders of the Group for the financial year includes £6,815,000 (2007 - £6,340,000) which has been dealt with in the Company's financial statements. |
|
|
2008 |
2007 |
8. |
Dividends on equity shares |
£'000 |
£'000 |
|
Amounts recognised as distributions to equity holders in the year: |
|
|
|
Fifth interim dividend for the year ended 30 September 2007 of 1.8865p per share |
2,300 |
- |
|
Fourth interim dividend for the year ended 30 September 2006 of 1.81p |
- |
1,701 |
|
Three interim dividends for the year ended 30 September 2008 totalling 3.414p (2007 - Four interims totalling 3.315p) per share |
4,157 |
3,812 |
|
|
_______ |
_______ |
|
|
6,457 |
5,513 |
|
|
_______ |
_______ |
|
The fourth interim dividend of 1.8865p per share, declared on 2 October 2008 and paid on 31 October 2008 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 Section 842 Income and Corporation Taxes Act 1988 are considered. |
||
|
|
|
|
|
|
2008 |
2007 |
|
|
£'000 |
£'000 |
|
Three interim dividends for the year ended 30 September 2008 totalling 3.414p (2007 - four interim dividends totalling 3.315p) per share |
4,157 |
3,812 |
|
Fourth interim dividend for the year ended 30 September 2008 of 1.8865p per share (2007-fifth interim dividend of 1.8865p) |
2,290 |
2,300 |
|
|
_______ |
_______ |
|
|
6,447 |
6,112 |
|
|
_______ |
_______ |
|
|
2008 |
2007 |
9. |
Return and net asset value per share |
£'000 |
£'000 |
|
The returns per share are based on the following figures: |
|
|
|
Revenue return |
6,791 |
6,331 |
|
Capital return |
(47,024) |
(229) |
|
|
_________ |
_________ |
|
Total |
(40,234) |
6,102 |
|
|
_________ |
_________ |
|
Weighted average number of shares |
121,767,858 |
116,519,827 |
|
|
__________ |
__________ |
|
Net asset value per share is based on net assets attributable to shareholders of £68,043,000 (2007 - £115,077,000) and on 121,413,532 (2007 - 121,942,517) shares in issue at 30 September 2008. |
|
|
Group & Company |
||
|
|
2008 |
2007 |
|
10. |
Non-current assets - Securities at fair value |
£'000 |
£'000 |
|
|
Listed on recognised stock exchanges: |
|
|
|
|
United Kingdom |
105,000 |
165,499 |
|
|
Overseas |
7,108 |
5,916 |
|
|
|
_________ |
_________ |
|
|
|
112,108 |
171,415 |
|
|
|
_________ |
_________ |
|
|
|
Group & Company |
||
|
|
2008 |
2007 |
|
|
|
£'000 |
£'000 |
|
|
Cost at 30 September 2007 |
160,041 |
108,649 |
|
|
Unrealised appreciation at 30 September 2007 |
11,374 |
17,254 |
|
|
|
_________ |
_________ |
|
|
Fair value at 30 September 2007 |
171,415 |
125,903 |
|
|
Purchases |
44,274 |
159,550 |
|
|
Capital event |
41 |
- |
|
|
Effective yield adjustment |
24 |
(180) |
|
|
Sales |
- proceeds |
(61,023) |
(115,308) |
|
|
- net realised (losses)/gains on sales |
(8,315) |
7,330 |
|
Movement in fair value during the year |
(34,308) |
(5,880) |
|
|
|
_________ |
_________ |
|
|
Valuation at 30 September 2008 |
112,108 |
171,415 |
|
|
|
_________ |
_________ |
|
|
|
|
|
|
|
Cost at 30 September 2008 |
135,042 |
160,041 |
|
|
Unrealised (depreciation) /appreciation at 30 September 2008 |
(22,934) |
11,374 |
|
|
|
_________ |
_________ |
|
|
Valuation at 30 September 2008 |
112,108 |
171,415 |
|
|
|
_________ |
_________ |
|
|
The total transaction costs on purchases was £192,000 (2007 - £739,000) and on sales £72,000 (2007 - £196,000). |
|||
|
|
|
|
|
|
|
Group & Company |
||
|
|
2008 |
2007 |
|
|
|
£'000 |
£'000 |
|
|
Net realised (losses)/gains on sales |
(8,315) |
7,330 |
|
|
Movement in fair value of investments |
(34,308) |
(5,880) |
|
|
Movement in fair value of traded option contracts |
(61) |
89 |
|
|
Special dividend allocated to capital |
- |
1,106 |
|
|
|
_________ |
_________ |
|
|
|
(42,684) |
2,645 |
|
|
|
_________ |
_________ |
|
|
The above table includes the following effects of traded option activity: |
|
|
|
|
Call options exercised |
(134) |
(693) |
|
|
Put options assigned |
(132) |
(284) |
|
|
|
_________ |
_________ |
|
|
|
(266) |
(977) |
|
|
|
_________ |
_________ |
|
|
|
|
||
|
|
Company |
||
|
|
2008 |
2007 |
|
11. |
Subsidiary |
£'000 |
£'000 |
|
|
|
_________ |
_________ |
|
|
Shares at cost |
5 |
5 |
|
|
|
_________ |
_________ |
|
|
|
|||
|
The Company owns 100% of the ordinary share capital of its sole subsidiary, G.I.T. Securities Limited, an investment dealing company registered in Scotland. |
|
|
Group |
Company |
||
|
|
2008 |
2007 |
2008 |
2007 |
12. |
Current assets |
£'000 |
£'000 |
£'000 |
£'000 |
|
Amounts falling due within one year: |
|
|
|
|
|
Investment sales |
298 |
12 |
298 |
12 |
|
Accrued income & prepayments |
1,755 |
2,202 |
1,755 |
2,202 |
|
Due by subsidiary |
- |
- |
- |
466 |
|
Investments of dealing subsidiary at fair value |
- |
673 |
- |
- |
|
Cash & cash equivalents |
17,068 |
138 |
17,068 |
138 |
|
Zero coupon finance derivatives at fair value |
27 |
- |
27 |
- |
|
|
________ |
________ |
________ |
________ |
|
|
19,148 |
3,025 |
19,148 |
2,818 |
|
|
________ |
________ |
________ |
________ |
|
|
Group |
Company |
||
|
|
2008 |
2007 |
2008 |
2007 |
13. |
Current liabilities |
£'000 |
£'000 |
£'000 |
£'000 |
|
Bank loans and overdrafts |
- |
422 |
- |
422 |
|
Investment purchases |
111 |
- |
111 |
- |
|
Corporation tax |
392 |
209 |
435 |
251 |
|
Other creditors |
348 |
505 |
529 |
505 |
|
Zero coupon finance derivatives at fair value |
5,360 |
- |
5,360 |
- |
|
|
________ |
________ |
________ |
________ |
|
|
6,211 |
1,136 |
6,435 |
1,178 |
|
|
________ |
________ |
________ |
________ |
|
|
||||
|
Interest on short-term bank loans and overdrafts is at floating rates related to LIBOR and UK base rates respectively. |
14.
|
Zero Coupon Finance The zero coupon finance arrangement comprises a set of separately traded financial instruments (FTSE 100 Index options) each with its own market value. The options run until 2008, 2010 and 2011. Set out below is a breakdown of the different options split between put and call options and assets and liabilities as disclosed in the balance sheet. The change in the net total market value of the options in each accounting period is treated as an unrealised loss and charged to the capital column of the Consolidated Income Statement.
In total the Company has nine tranches of zero coupon finance. The amount so charged to capital will fluctuate from year to year due to stock market volatility but ranges from 5.5% to 6.6% over the life of all the tranches. When the options reach their expiry date, the aggregate unrealised depreciation will be transferred to realised capital reserve.
As at 30 September 2008, the Company had pledged collateral of 148% of the value of this finance, being £5.6 million cash and £87.2 million of securities. |
||
|
|
2008 |
2007 |
|
Fair value at 30 September 2008 |
£'000 |
£'000 |
|
Non-current assets |
|
|
|
Call option expiring in December 2008 |
- |
1,622 |
|
Call options expiring in January 2010 |
559 |
9,487 |
|
Call options expiring in April 2011 |
2,318 |
12,723 |
|
Put option expiring in December 2008 |
- |
5 |
|
Put options expiring in January 2010 |
8,988 |
3,321 |
|
Put options expiring in April 2011 |
9,850 |
4,704 |
|
|
________ |
________ |
|
|
21,715 |
31,862 |
|
|
________ |
________ |
|
Current assets |
|
|
|
Call option expiring in December 2008 |
24 |
- |
|
Put option expiring in December 2008 |
3 |
- |
|
|
________ |
________ |
|
|
27 |
- |
|
|
________ |
________ |
|
Non-current liabilities |
|
|
|
Call option expiring in December 2008 |
- |
(6,119) |
|
Call options expiring in January 2010 |
(8,891) |
(28,533) |
|
Call options expiring in April 2011 |
(12,036) |
(29,123) |
|
Put option expiring in December 2008 |
- |
(542) |
|
Put options expiring in January 2010 |
(30,699) |
(12,385) |
|
Put options expiring in April 2011 |
(27,091) |
(13,387) |
|
|
________ |
________ |
|
|
(78,717) |
(90,089) |
|
|
________ |
________ |
|
Current liabilities |
|
|
|
Call option expiring in December 2008 |
(3,479) |
- |
|
Put option expiring in December 2008 |
(1,881) |
- |
|
|
________ |
________ |
|
|
(5,360) |
- |
|
|
________ |
________ |
|
Net zero coupon finance liability - fair value |
(62,335) |
(58,227) |
|
|
________ |
________ |
|
The movements in the fair value of this finance were as follows: |
|
|
|
|
Group and Company |
|
|
|
2008 |
2007 |
|
|
£'000 |
£'000 |
|
At 30 September 2007 |
58,227 |
40,646 |
|
Proceeds from new zero coupon finance arrangements |
- |
15,126 |
|
|
________ |
________ |
|
|
58,227 |
55,772 |
|
Movement in fair value of zero coupon finance |
4,108 |
2,455 |
|
|
________ |
________ |
|
At 30 September 2008 |
62,335 |
58,227 |
|
|
________ |
________ |
|
|
Ordinary shares |
|
|
|
of 25p each |
|
15. |
Called-up share capital |
Number |
£'000 |
|
Authorised |
|
|
|
At 30 September 2008 & 30 September 2007 |
200,000,000 |
50,000 |
|
|
___________ |
________ |
|
Allotted, called up and fully paid |
|
|
|
At 30 September 2008 |
121,413,532 |
30,354 |
|
Held in treasury |
528,985 |
132 |
|
|
___________ |
________ |
|
|
121,942,517 |
30,486 |
|
|
___________ |
________ |
|
|
||
|
During the year to 2008 528,985 Ordinary shares of 25p each were repurchased by the Company at a total cost, including transaction costs of £342,000.
In the year all of these shares were placed in treasury. No shares were purchased for cancellation during the year. At the year end 528,985 (2007 - nil) shares were held in treasury, which represents 0.43% of the Company's total issued share capital at 30 September 2008. |
|
|
2008 |
2007 |
16. |
Share premium account |
£'000 |
£'000 |
|
At 30 September 2007 and 2006 respectively |
53,205 |
32,715 |
|
Issues of new ordinary shares within the year |
- |
20,960 |
|
Expenses of Issue during year |
(1) |
(470) |
|
|
________ |
________ |
|
At 30 September 2008 and 2007 respectively |
53,204 |
53,205 |
|
|
________ |
________ |
|
|
2008 |
2007 |
17. |
Special Reserve |
£'000 |
£'000 |
|
At 30 September 2007 and 2006 respectively |
5,000 |
5,000 |
|
Shares bought back during the year into Treasury |
(342) |
- |
|
|
________ |
________ |
|
At 30 September 2008 and 2007 respectively |
4,658 |
5,000 |
|
|
________ |
________ |
|
The purpose of this reserve is to fund market purchases by the Company of its own ordinary shares. |
|
|
Group & Company |
|||
|
|
2008 |
2007 |
||
18. |
Analysis of capital reserves |
£'000 |
£'000 |
||
|
Realised capital reserve |
|
|
||
|
At 30 September 2007/2006 respectively |
17,097 |
9,080 |
||
|
Net (losses)/gains on sales of investments during the year |
(8,315) |
7,330 |
||
|
Finance costs of borrowings (note 5) |
(11) |
(79) |
||
|
Tax credit allocated to capital |
105 |
179 |
||
|
Special dividend allocated to capital |
- |
1,106 |
||
|
Incentive Payment |
25 |
- |
||
|
Investment management fee |
(351) |
(519) |
||
|
|
________ |
________ |
||
|
At 30 September 2008/2007 respectively |
8,550 |
17,097 |
||
|
|
________ |
________ |
||
|
Investment holdings gains/(losses) |
|
|
||
|
At 30 September 2007/2006 respectively |
5,670 |
13,916 |
||
|
Fixed asset investment losses |
(34,308) |
(5,880) |
||
|
Zero coupon finance costs (note 14) |
(4,108) |
(2,455) |
||
|
Movement in fair value of traded option contracts |
(61) |
89 |
||
|
|
________ |
________ |
||
|
At 30 September 2008/2007 respectively |
(32,807) |
5,670 |
||
|
|
________ |
________ |
||
|
Total capital reserve |
(24,257) |
22,767 |
||
|
|
|
|
________ |
________ |
|
|
|
|
|
|
|
|
Group |
Company |
Group |
Company |
|
|
2008 |
2008 |
2007 |
2007 |
|
Revenue reserve |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 30 September 2007 / 2006 respectively |
3,619 |
3,375 |
2,801 |
2,548 |
|
Transfer to Revenue Account net of dividends |
334 |
359 |
818 |
827 |
|
|
________ |
________ |
________ |
________ |
|
At 30 September 2008 / 2007 respectively |
3,953 |
3,734 |
3,619 |
3,375 |
|
|
________ |
________ |
________ |
________ |
19.
|
Risk management, financial assets and liabilities
Risk management
The Company's objective of providing a high and growing dividend with capital growth is addressed by investing primarily in UK equities to provide growth in capital and income and in fixed income securities to provide a high level of income. Additional revenue is generated from premiums earned by writing out of the money traded options against assets held in the portfolio and writing put options.
The impact of security price volatility is reduced by diversification. Diversification is by type of security - ordinary shares, preference shares, convertibles and corporate fixed interest and by investment in the stocks and shares of companies in a range of industrial, commercial and financial sectors. The management of the portfolio is conducted according to investment guidelines, established by the Board after discussion with the Manager, which specify the limits within which the Manager is authorised to act.
The Manager has dedicated investment management processes, as disclosed in the Directors' Report, which ensures that the investment objective is achieved. Stock selection procedures are in place based on the active portfolio management and identification of stocks. The portfolio is reviewed on a periodic basis by a Senior Investment Manager and also by the Manager's Investment Committee.
The Company's Manager has an independent Investment Risk department for reviewing the investment risk parameters of all core equity, balanced, fixed income and alternative asset classes on a regular basis. The department reports to the Manager's Performance Review Committee which is chaired by the Manager's Chief Investment Officer. The department's responsibility is to review and monitor ex-ante (predicted) portfolio risk and style characteristics using best practice, industry standard multi-factor models.
Additionally, the Manager's Compliance department continually monitors the Company's investment and borrowing powers and reports to the Manager's Risk Management Committee.
The Manager has created a Business Risk department to consolidate risk management functions. The department is responsible for supporting management in the efficient identification of risk and resolution of control issues. The department incorporates Operational Risk, Breaches and Errors Risk Control Management, Counterparty Risk, the Procedures and Business Control teams. The Head of Front Office Risk reports directly to the Manager's Group Head of Risk. Financial assets and liabilities
The Group's financial assets include investments, cash at bank, AAA money market funds and short-term debtors. Financial liabilities consist of bank loans and overdrafts, other short-term creditors and long-term creditors arising from option contracts.
The main risks the Company faces from its financial instruments are (i) market price risk (comprising interest rate risk and other price risk), (ii) liquidity risk and (iii) credit risk. The Company has no exposure to foreign currency risk as it does not hold any foreign currency assets and has no exposure to any foreign currency liabilities. (i) Market price risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises two elements - interest rate risk and other price risk.
Interest rate risk
The Company is subject to interest rate risk because bond yields are linked to underlying bank rates or equivalents, and its short-term borrowings and cash resources carry interest at floating rates. The interest rate profile is managed as part of the overall investment strategy of the Company.
Interest rate movements may affect:
- the fair value of the investments in fixed interest rate securities;
- the level of income receivable on cash deposits;
- interest payable on the Company's variable rate borrowings.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. |
|
Interest rate profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the Balance Sheet date was as follows: |
|||||
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
average |
Weighted |
|
|
|
|
|
period for which |
average |
Fixed |
Floating |
Non- |
|
|
rate is fixed |
rate |
rate |
rate |
bearing |
|
As at 30 September 2008 |
Years |
% |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
|
Corporate Bonds |
8.99 |
6.48 |
29,075 |
- |
- |
|
UK preference shares |
- |
8.65 |
9,941 |
- |
- |
|
Zero Coupon Finance |
- |
- |
- |
- |
21,715 |
|
Cash |
- |
- |
- |
10,730 |
- |
|
AAA money market funds |
- |
- |
- |
6,338 |
- |
|
|
________ |
________ |
________ |
________ |
________ |
|
Total assets |
- |
- |
39,016 |
17,068 |
21,715 |
|
|
________ |
________ |
________ |
________ |
________ |
|
Liabilities |
|
|
|
|
|
|
Zero Coupon Finance |
- |
- |
- |
- |
(78,717) |
|
|
________ |
________ |
________ |
________ |
________ |
|
Total liabilities |
- |
- |
- |
- |
(78,717) |
|
|
________ |
________ |
________ |
________ |
________ |
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
average |
Weighted |
|
|
|
|
|
period for which |
average |
|
|
Non- |
|
|
rate is fixed |
rate |
rate |
rate |
bearing |
|
As at 30 September 2007 |
Years |
% |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
|
Corporate Bonds |
9.46 |
6.59 |
35,339 |
- |
- |
|
UK preference shares |
- |
8.67 |
11,576 |
- |
- |
|
Zero Coupon Finance |
- |
- |
- |
- |
31,862 |
|
Cash |
- |
- |
- |
138 |
- |
|
|
________ |
________ |
________ |
________ |
________ |
|
Total assets |
- |
- |
46,915 |
138 |
31,862 |
|
|
________ |
________ |
________ |
________ |
________ |
|
Liabilities |
|
|
|
|
|
|
Short-term bank loan |
0.01 |
6.45 |
(422) |
- |
- |
|
Zero Coupon Finance |
- |
- |
- |
- |
(90,089) |
|
|
________ |
________ |
________ |
________ |
________ |
|
Total liabilities |
- |
- |
(422) |
- |
(90,089) |
|
|
________ |
________ |
________ |
________ |
________ |
|
|
|||||
|
The weighted average interest rate is based on the current yield of each asset, weighted by its market value.
The cash assets consist of cash deposits on call earning interest at prevailing market rates.
Short-term debtors and creditors (with the exception of loans) have been excluded from the above tables.
Zero Coupon Finance is measured at fair value and other financial liabilities at amortised cost.
The weighted average interest rate on bank loans is the interest payable. |
|
Maturity profile The maturity profile of the Company's financial assets and liabilities at the Balance Sheet date was as follows: |
||||||
|
|
|
|
|
|
|
|
|
|
Within |
Within |
Within |
Within |
Within |
More than |
|
|
1 |
1-2 years |
2-3 |
3-4 years |
4-5 years |
5 |
|
At 30 September 2008 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Fixed rate |
|
|
|
|
|
|
|
Corporate Bonds |
2,501 |
3,715 |
1,383 |
3,439 |
1,820 |
16,217 |
|
UK preference shares |
- |
- |
- |
- |
- |
9,941 |
|
Short-term bank loan |
- |
- |
- |
- |
- |
- |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
2,501 |
3,715 |
1,383 |
3,439 |
1,820 |
26,158 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
Within |
Within |
Within |
Within |
Within |
More than |
|
|
1 |
1-2 years |
2-3 |
3-4 years |
4-5 years |
5 |
|
At 30 September 2008 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Floating rate |
|
|
|
|
|
|
|
Zero Coupon Finance |
(5,333) |
(30,043) |
(26,959) |
- |
- |
- |
|
Cash |
10,730 |
- |
- |
- |
- |
- |
|
AAA money market funds |
6,338 |
- |
- |
- |
- |
- |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
11,735 |
(30,043) |
(26,959) |
- |
- |
- |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
Total |
14,236 |
(26,328) |
(25,576) |
3,439 |
1,820 |
26,158 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
Within |
Within |
Within |
Within |
Within |
More than |
|
|
1 |
1-2 years |
2-3 |
3-4 years |
4-5 years |
5 |
|
At 30 September 2007 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Fixed rate |
|
|
|
|
|
|
|
Corporate Bonds |
1,000 |
2,517 |
2,940 |
- |
5,096 |
23,786 |
|
UK preference shares |
- |
- |
- |
- |
- |
11,576 |
|
Short-term bank loan |
(422) |
- |
- |
- |
- |
- |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
578 |
2,517 |
2,940 |
- |
5,096 |
35,362 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
Within |
Within |
Within |
Within |
Within |
More than |
|
|
1 |
1-2 years |
2-3 |
3-4 years |
4-5 years |
5 |
|
Floating rate |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Zero Coupon Finance |
- |
(5,034) |
(28,110) |
(25,083) |
- |
- |
|
Cash |
138 |
- |
- |
- |
- |
- |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
Total |
716 |
(2,517) |
(25,170) |
(25,083) |
5,096 |
35,362 |
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
Interest rate sensitivity
The sensitivity analysis below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the Balance Sheet date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates.
If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Company's: - profit before tax for the year ended 30 September 2008 would increase / decrease by £171,000 (2007 - £1,000) given the Company's exposure to interest rates on its floating rate cash balances. These figures have been calculated based on cash positions at each year end. - profit before tax for the year ended 30 September 2008 would decrease /increase by £525,000 (2007 - decrease /increase by £510,000) given the Company's exposure to interest rates on its fixed interest securities. This is based on a Value at Risk ('VaR') calculated at a 99% confidence level.
In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole, since the level of exposure changes frequently as part of the interest rate risk management process used to meet the Company's objectives. The risk parameters used will also fluctuate depending on the current market perception. |
|
Other price risk
Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.
It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular sector. The allocation of assets to specific sectors and the stock selection process both act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on the London Stock Exchange.
Other price sensitivity
If market prices at the Balance Sheet date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary Shareholders and equity reserves for the year ended 30 September 2008 would have increased/decreased by £7,120,000 (2007 - increase/decrease of £12,231,000). This is based on the Company's equity portfolio held at each year end. |
|
(ii)
|
Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not considered to be significant as the Company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of loan and overdraft facilities (note 13). |
||||||
|
(iii)
|
Credit risk
This is failure of the counter party to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.
The risk is not significant, and is managed as follows:
|
||||||
|
|
- |
where the Investment Manager makes an investment in a bond, corporate or otherwise, the credit rating of the issuer is taken into account so as to minimise the risk to the Company of default; |
|||||
|
|
- |
investments in quoted bonds are made across a variety of industry sectors so as to avoid concentrations of credit risk; |
|||||
|
|
- |
transactions involving derivatives are entered into only with investment banks, the credit rating of which is taken into account so as to minimise the risk to the Company of default; |
|||||
|
|
- |
investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the investment manager, and limits are set on the amount that may be due from any one broker; |
|||||
|
|
- |
the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a monthly basis. In addition, the Custodian carries out a stock reconciliation to third party administrators' records on a monthly basis to ensure discrepancies are picked up on a timely basis. The Manager's Compliance department carries out periodic reviews of the Custodian's operations and reports its finding to the Manager's Risk Management Committee. |
|||||
|
|
- |
transactions involving derivatives, structured notes and other arrangements wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest are subject to rigorous assessment by the Investment Manager of the credit worthiness of that counterparty. The Company's aggregate exposure to each such counterparty is monitored regularly by the Board. |
|||||
|
|
- |
The main component of the Company's gearing relates to the zero coupon finance raised in the derivatives market. The final liability of the zero coupon finance is pre-determined at the outset of each tranche of zero coupon finance. The zero coupon finance is subject to counterparty risk. The Company places trades through a broker and pledges collateral in support of the net market value of this finance in accordance with commercial practice. Collateral requirements can vary at the option of the broker and the broker's Euronext.LIFFE market clearer. The overall intended effect of the related put and call options which constitute each tranche of zero coupon finance is dependent upon any liability to the Company under each constituent option contract being honoured. The option contracts are traded on Euronext.LIFFE. On-exchange trades go through LCH.Clearnet SA such that the Company is not exposed to the credit risk of the exchange member. The Company manages its collateral obligations on a daily basis; and |
|||||
|
|
- |
cash and AAA money market funds are held only with reputable banks and financial institutions with high quality external credit enhancements. |
|||||
|
|
|
||||||
|
|
None of the Company's financial assets is secured by collateral or other credit enhancements. |
||||||
|
|
|
||||||
|
|
Credit risk exposure
|
||||||
|
|
In summary, compared to the amounts in the Balance Sheet, the maximum exposure to credit risk at 30 September 2008 was as follows: |
||||||
|
|
|
||||||
|
|
|
2008 |
2007 |
||||
|
|
|
Balance |
Maximum |
Balance |
Maximum |
||
|
|
|
Sheet |
exposure |
Sheet |
exposure |
||
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
||
|
|
Non-current assets |
|
|
|
|
||
|
|
Securities at fair value through profit or loss |
30,965 |
30,965 |
37,533 |
37,533 |
||
|
|
Zero Coupon finance derivatives at fair value |
21,715 |
21,715 |
31,862 |
31,862 |
||
|
|
Current assets |
|
|
|
|
||
|
|
Zero Coupon finance derivatives at fair value |
27 |
27 |
- |
- |
||
|
|
Trade and other receivables |
298 |
298 |
12 |
12 |
||
|
|
Accrued income |
1,755 |
1,755 |
2,202 |
2,202 |
||
|
|
Cash and cash equivalents |
10,730 |
10,730 |
138 |
138 |
||
|
|
|
_______ |
_______ |
_______ |
_______ |
||
|
|
|
65,490 |
65,490 |
71,747 |
71,747 |
||
|
|
|
_______ |
_______ |
_______ |
_______ |
|
None of the Company's financial assets is past due or impaired. |
|
|
|
Fair value of financial assets and liabilities |
|
The book value of cash at bank and bank loans and overdrafts included in these financial statements approximate to fair value because of their short-term maturity. Investments held as dealing investments are valued at fair value. The carrying values of fixed asset investments are stated at their fair values, which have been determined with reference to quoted market prices. Traded options contracts are valued at fair value which have been determined with reference to quoted market values of the contracts. The contracts are tradeable on a recognised exchange. For all other short-term debtors and creditors, their book values approximate to fair values because of their short-term maturity. The fair value of the zero coupon finance are shown in note 14. |
|
|
|
Gearing |
|
The Group's gearing comprises both longer and short-term borrowings. Short-term bank borrowing is used from time to time and bears interest at floating rates. The profile of financing costs is managed as part of overall investment strategy. The employment of gearing magnifies the impact on net assets of both positive and negative changes in the value of the Group's portfolio of investments. |
|
|
|
The main component of the Company's gearing relates to the zero coupon finance raised in the derivatives market. The final liability of the zero coupon finance is pre-determined at the outset of each tranche of zero coupon finance. However the amount charged to capital fluctuates from year to year due to interest rate movements giving rise to interest rate risk. This is managed by investing the proceeds of the zero coupon finance in predominantly investment grade corporate bonds the value of which are also affected by interest rates but in an inverse manner to the zero coupon finance. |
|
|
|
The Company augments the zero coupon finance from time to time with short-term borrowings. These borrowings are provided by a major bank. The only covenant in relation to this borrowing facility is that the Company's net assets must exceed £20million. As at 30 September 2008 the net asset value was £68 million. |
20. |
Capital management policies and procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern, and
- to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and debt.
The Board, with the assistance of the Manager monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes: - the planned level of gearing, which takes account of the Manager's views on the market; - the need to buy back equity shares for cancellation, which takes account of the difference between the net asset value per share and the share price (ie the level of share price discount or premium); - the need for new issues of equity shares; and
- the extent to which revenue in excess of that which is required to be distributed should be retained. |
21. |
Commitments, contingencies and post Balance Sheet events |
|
At 30 September 2008 there were no contingent liabilities in respect of outstanding underwriting commitments or uncalled capital (2007 - £nil). |
|
|
|
On 5 November 2007, the European Court of Justice ruled that management fees should be exempt from VAT. HMRC has announced its intention not to appeal against this case to the UK VAT Tribunal and therefore protective claims which have been made in relation to the Company will be processed in due course. The Board is currently in the process of quantifying the potential repayment that should be due. However, the amount the Company will receive, the period to which it will refer, and the timescale for receipt are all uncertain and hence the Company has made no provision in these financial statements for any such repayment. |
Additional Notes to the Annual Financial Report
This Annual Financial Report announcement is not the Company's statutory accounts for the year ended 30 September 2008. The statutory accounts for the year ended 30 September 2008 received an audit report which was unqualified but included a matter to which the auditors drew attention by way of emphasis without qualifying the report and did not include a statement under either section 237(2) or 237(3) of the Companies Act 1985.
Emphasis of Matter - Going Concern
In forming their opinion on the financial statements, which is not qualified, Ernst & Young LLP have considered the adequacy of the disclosure made in Note 1 to the financial statements concerning the basis of preparation. The Company's ability to continue as a going concern is dependent on the continuation vote being approved by shareholders at the Annual General Meeting. These conditions, along with the other matters explained in Note 1 to the financial statements, indicate a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result in the event that the continuation vote was not passed by shareholders.
The statutory accounts for the financial year ended 30 September 2008 were approved by the Directors on 18 November 2008 but will not be filed with the Registrar of Companies until after the company's Annual General Meeting which is to be held at 10.00am on 19 December 2008 at 40 Princes Street, Edinburgh, EH2 2BY.
The Annual Report will be posted to shareholders in November 2008 and additional copies will be available from the Manager (Investor Helpline - Tel. 0845 60 24 247) or by download for the Company's webpage (www.glasgowincometrust.co.uk)
Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise. Investors may not get back the amount they originally invested.
For Glasgow Income Trust plc
Aberdeen Asset Management PLC, Secretaries
Enquiries:
Aberdeen Asset Managers Limited
William Hemmings, Head of Investment Companies Tel: 020 7463 6000
Kenny Harper, Manager Investment Trust Investor Relations Tel: 07825 011075
G&N Collective Funds Services
Nigel Russell, Graeme Caton, Graham Reeves Tel: 0131 226 4411