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Chameleon Trust PLC (CHAM)

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Wednesday 01 August, 2007

Chameleon Trust PLC

Final Results - Amendment

Chameleon Trust PLC
01 August 2007



                              CHAMELEON TRUST PLC



            Unaudited annual results for the year ended 31 May 2007





The issuer advises that the following replaces the Preliminary Results
announcement released on 26 July 2007 at 09:31 under RNS Number 9029A.

The venue of the AGM stated in the original announcement was The Bonham, 35
Drumsheugh Gardens, Edinburgh EH3 7RN. However, this venue has changed to The
George Hotel, 19-21 George Street, Edinburgh EH2 2PB.  The date and time remain
the same.

All other details remain the same and the full and corrected version is shown
below:



CHAIRMAN'S STATEMENT



Introduction

Last year I was pleased to report that in the eighteen months since our launch
that our net asset value ('NAV') had increased by 29.6%.   It is therefore very
disappointing to report on a NAV per share which was little changed over this
year at 130.2p.  This compares unfavourably against the generally healthy
returns seen elsewhere in the stockmarkets.



Your Board is acutely aware of the need to produce good returns for
shareholders.  This is no academic exercise for us, for, as you will see in the
attached Financial Statements, the Directors hold 4,400,000 shares, ie. 34.96%
of the issued equity as at 26 July 2007.  Investment performance is our number
one priority.  To this end, we have carried out reviews with our Manager to
identify the underlying issues affecting our performance and to ensure that they
put in place the necessary changes to address these issues.  We believe the
changes adopted by our Manager should give you confidence in the future growth
of the fund.



Chameleon Trust is an absolute return trust which aims to make money for its
shareholders during periods of stockmarket growth through a disciplined approach
to stockpicking and to preserve these gains in more turbulent times by employing
a unique traffic light system of risk control.  We do not adopt a benchmark
based approach to investment and hence do not expect returns to correlate with
the main stockmarket indices. However, the disparity in our performance compared
to the FTSE All-Share Index (which rose by 17.9%) and the FTSE AIM Index (which
increased by 8.1%) requires explanation.



Notwithstanding a flat twelve months, our longer term returns have produced a
capital return of 32.3% for shareholders since launch.



Economic background

Economic growth both in the US and UK remained on track in spite of a series of
interest rate increases by both the Federal Reserve and the Bank of England. It
is clear that the primary focus of monetary policy is to curb any inflationary
pressures. In consequence, there is every chance that interest rates may
increase further. Higher interest rates do not usually provide the backdrop for
either strong corporate profit growth or rising stockmarkets. In the main,
corporate profitability was unaffected by tighter monetary policy.  Despite
periodic blips generally occasioned by concerns over US sub prime borrowing or
Chinese stockmarket volatility, stockmarkets continued to make headway. In
addition, relatively high levels of institutional liquidity and cash bids from
private equity houses for leading UK companies supported markets and endorsed
equity valuations.



Performance Analysis

When evaluating the return over the year in more detail, attribution analysis
demonstrated that as a group the established and mature companies within the
portfolio performed well.  However a number of our investments in emerging
companies encountered business execution issues and financing problems,
exacerbated by poor secondary market liquidity and this had a detrimental effect
on overall performance.  The situations which were the most notable detractors
of value were i-mate, Celoxica, Servocell, and Quantica.  The company specific
issues are covered in greater detail in the Manager's Review.



The Managers exited a number of their long-standing investments in established
and mature businesses at substantial profits. They closed out their bullish
stance on housebuilders and banked large gains. Cad/cam software provider Aveva
enjoyed a tremendous share price appreciation driven by growing demand from Far
Eastern customers. We sold on valuation concerns. Immunodiagnostics Systems, a
producer of diagnostic testing kits, has appreciated over five fold since we
made our original investment. Recent issue, Matchtech, a specialist engineering
recruitment consultancy, has performed well since listing on AiM.



In terms of overall portfolio exposure the Managers have reduced their
investment in the banking sector and built up new investments in oil stocks. The
proportion of cash and of short dated bonds has risen reflecting the Managers
view that while they have identified a number of attractive investment
opportunities, valuations are not yet at the right level.



Change of Emphasis

In light of the above, the Board, in conjunction with the Manager, has decided
to significantly increase the proportion of the portfolio invested in companies
with demonstrable track records.  This change will necessitate a re-alignment of
the portfolio and the Board has instructed the Manager to effect this in as
timely and cost effective manner as possible.  In addition the Manager has
revised its risk controls on individual stocks, paying particular attention to
new issues. The Board believes these changes should deliver enhanced returns for
shareholders in the medium term.



The Company's unique traffic light system of risk control will remain in place
as it is entirely consistent with the Company's objective of preserving capital
during more turbulent times.



Change of Lead Manager

I am also pleased to announce the appointment of Stephen Grant on 25 June 2007
as the lead individual responsible for the Company's investment portfolio.
Stephen joined Revera Asset Management Limited ('Revera') in October 2006 and
after a period of familiarisation with the Company, its portfolio and its
objectives, Revera decided that this was an appropriate time for Stephen to take
full responsibility for the Company's investment portfolio.



Before joining Revera, Stephen had a very successful nine year period running
the award-winning ISIS Smaller Companies Trust plc.



Earnings and Dividends

For the year ended 31 May 2007, the Company generated earnings per share of
0.25p. The Board's policy is to distribute all available income at the year end
and consequently proposes a dividend payment of 0.33p per ordinary share for the
year ended 31 May 2007, to be paid on 27 September 2007 to all members on the
Register at close of business on 3 August 2007. Shareholders will be asked to
approve this dividend payment at the Company's Annual General Meeting ('AGM') to
be held on Thursday, 20 September 2007 at 4.00pm.



The Board encourages as many shareholders as possible to attend the Company's
AGM to hear a formal review from the Manager covering the past year and future
investment prospects.



Share Issues

The Board recognises that return to shareholders comprises both the change in
NAV and the change in the premium or discount at which the shares trade in
relation to the NAV. During the year the Company's shares moved from trading at
a premium to trading at a discount.  The Board reaffirms its commitment to
ensuring that the shares trade at a minimal discount to NAV and bought back
1.12million shares for cancellation, amounting to approximately 8% of the issued
share capital.   The Board also acknowledges the importance of good long term
investment performance in determining the relationship between the share price
and NAV.



Outlook

Our economic outlook remains positive. Legitimate concerns over rising interest
rates, levels of personal borrowing and possibly tighter lines of credit may
result in markets suffering periodic bouts of nervousness. However, the
corporate sector remains in good health. Strong earnings growth, healthy
dividend increases driven by robust underlying cashflow all point to a business
environment which is conducive to further progress in stockmarkets. Those
companies with strong business propositions will still prosper. The Board
believes that there are still sufficient profitable opportunities for the
Company to exploit.



Despite a difficult year in performance terms, the Board views the future with
increased confidence. The Board believes that the Company's remit and absolute
return objective should appeal to a broad range of investors. Further, it
believes that the honing of the Managers' approach and the application of
tighter risk parameters should generate higher returns for shareholders.  We
also welcome Stephen Grant's introduction as our Lead Manager.



I look forward to presenting you with a healthier set of results in next year's
Annual Report and Financial Statements.





Martin Ritchie OBE

Chairman



26 July 2007




INCOME STATEMENT (unaudited)

For the year ended 31 May 2007



                                     For the year ended 31 May 2007       For the year ended 31 May 2006
                                      Revenue      Capital        Total    Revenue    Capital        Total
                                        £'000        £'000        £'000      £'000      £'000        £'000

Gains on investments held at fair
value through profit or loss                -          115          115          -      3,116        3,116
                                          
Income from investments held at
fair value through profit or loss         284            -          284        270          -          270

Other income                               27            -           27         36          -           36
Investment management fees               (68)        (139)        (207)       (68)      (137)        (205)
Other expenses                          (211)            -        (211)      (209)          -        (209)
                                   ----------  -----------  ----------- ---------- ----------  -----------
Net return before finance costs
and taxation                               32         (24)            8         29      2,979        3,008
                                   ----------  -----------  ----------- ---------- ----------  -----------
Finance charges                            26            -           26       (46)          -         (46)
                                   ----------  -----------  ----------- ---------- ----------  -----------
Return on ordinary activities
before taxation                            58         (24)           34       (17)      2,979        2,962
                                   ----------  -----------  ----------- ---------- ----------  -----------
Taxation on ordinary activities             -            -            -          -          -            -
                                   ----------  -----------  ----------- ---------- ----------  -----------
Net return on ordinary activities
after taxation                             58         (24)           34       (17)      2,979        2,962
                                   ----------  -----------  ----------- ---------- ----------  -----------
Return per ordinary share (pence)        0.42       (0.17)         0.25     (0.12)      21.89        21.77
                                   ----------  -----------  ----------- ---------- ----------   ----------


The total column of this statement represents the profit and loss of the
Company.

All items in the above statement derive from continuing operations.

A Statement of Total Recognised Gains and Losses is not required as all gains
and losses of the Company have been reflected in the above statement.




BALANCE SHEET (unaudited)

As at 31 May 2007


                                                                       31 May 2007       31 May 2006
                                                                             £'000             £'000


Fixed assets
Investments designated as held at fair value through profit or
loss                                                                        16,851            16,652

Current assets
Debtors                                                                        160                43
Cash at bank and short term deposits                                           749             1,997


                                                                     -------------     -------------
                                                                               909             2,040
Creditors
Amounts falling due within one year                                          (722)             (282)
                                                                     -------------     -------------
Net current assets                                                             181             1,758


                                                                     -------------     -------------
Total assets less total liabilities                                         17,038            18,410
                                                                     -------------     -------------
Capital and reserves
Called-up share capital                                                        131               142
Share premium                                                                3,936             3,930
Distributable reserve                                                        9,025            10,437
Capital reserves                                                             3,893             3,917
Capital redemption reserve                                                      11                 -
Revenue reserve                                                                 42              (16)
                                                                     -------------     -------------
Equity shareholders' funds                                                  17,038            18,410
                                                                           =======           =======
Net asset value per ordinary share
(pence)                                                                      130.2             129.6
                                                                           =======           =======





RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

For the year ended 31 May 2007


                                                                                         Capital
                                         Share       Share Distributable     Capital  redemption     Revenue
                                                   premium       reserve    reserves     reserve     reserve
                                       capital                                                                    Total
                                         £'000       £'000         £'000       £'000       £'000       £'000      £'000
                                    ---------- -----------   ----------- ----------- ----------- ----------- ----------

Shareholders' funds at 31 May 2006         142       3,930        10,437       3,917           -        (16)     18,410
                                    ---------- -----------   ----------- ----------- ----------- ----------- ----------
Repurchase of shares                      (11)           -       (1,405)           -          11           -    (1,405)
Expenses of repurchases                      -           -           (7)           -           -           -        (7)
Net return from ordinary activities          -           -             -        (24)           -          58         34
Reversal of initial costs provision          -           6             -           -           -           -          6
Dividends paid in respect of year
ended 31 May 2006                            -           -             -           -           -           -          -
                                     --------- -----------   ----------- ----------- ----------- ----------- ----------
Balance at 31 May 2007                     131       3,936         9,025       3,893          11          42     17,038
                                         =====      ======        ======      ======      ======      ======     ======



For the year ended 31 May 2006
                                                                                          Capital
                                          Share       Share Distributable     Capital  redemption     Revenue
                                                    premium       reserve    reserves     reserve     reserve
                                        capital                                                                    Total
                                          £'000       £'000         £'000       £'000       £'000       £'000      £'000
                                    ----------- -----------   ----------- ----------- ----------- ----------- ----------

Shareholders' funds at 31 May 2005          128       2,245        10,437         938           -          33     13,781
                                     ---------- -----------   ----------- ----------- ----------- ----------- ----------
Issue of shares                              14       1,783             -           -           -           -      1,797
Expense of share issues                       -        (98)             -           -           -           -       (98)
Net return from ordinary activities           -           -             -       2,979           -        (17)      2,962
Dividends paid in respect of year
ended 31 May 2005                             -           -             -           -           -        (32)       (32)
                                    ----------- -----------   ----------- ----------- ----------- ----------- ----------
Balance at 31 May 2006                      142       3,930        10,437       3,917           -        (16)     18,410
                                         ======      ======        ======      ======      ======      ======     ======



CASH FLOW STATEMENT (unaudited)

For the year ended 31 May 2007


                                                        For the year ended        For the year ended
                                                               31 May 2007               31 May 2006
                                                        £'000        £'000        £'000        £'000

Investment income received                                209                       299
Interest received                                          27                        36
Investment management fees paid                         (176)                     (214)
Other cash payments                                     (241)                     (221)
                                                  -----------               -----------
Net cash outflow from operating
activities                                                           (181)                     (100)

Servicing of finance
Overdraft interest refunded/(paid)                         26                                   (46)
                                                  -----------                            -----------
Net cash inflow/(outflow) from servicing of
finance                                                                 26                      (46)
                                           
Financial investment
Purchase of investments                              (14,047)                  (16,283)
Sale of investments                                    14,366                    16,099
                                                  -----------               -----------
Net cash inflow/(outflow) from financial
  investment                                                           319                     (184)
                                                               -----------               -----------
Equity dividends paid                                                    -                      (32)
Net cash inflow/(outflow) before financing                             164                     (362)

Financing
(Repurchase)/issue of ordinary shares                 (1,405)                     1,797
Expenses of share issue                                   (7)                      (98)
                                                  -----------  -----------  -----------  -----------
Net cash (outflow)/ inflow from financing                          (1,412)                     1,699
                                                               -----------               -----------
(Decrease)/increase in cash                                        (1,248)                     1,337
                                                                    ======                    ======





NOTES TO THE FINANCIAL STATEMENTS (unaudited)



1.  Accounting policies

(a) Basis of preparation

For the accounting period beginning on 21 June 2004, the Company had the option
to prepare its Financial Statements in accordance with International Financial
Reporting Standards ('IFRS'), as adopted by the International Accounting
Standards Board ('IASB').  The Board has elected to continue to adopt UK
Generally Accepted Accounting Principles ('UK GAAP') and therefore adopt the new
Financial Reporting Standards issued as part of the programme to converge UK
GAAP with IFRS.


The Financial Statements have been prepared under the historical cost
convention, as modified to include the revaluation of investments in accordance
with the Companies Act 1985, applicable UK Accounting Standards and with the
Statement of Recommended Practice for 'Financial Statements of Investment Trust
Companies' issued by the Association of Investment Companies revised December
2005 ('The revised SORP').



(b) Income

Income from equity shares is brought into the Revenue Return of the Income
Statement on the ex-dividend date.  Where no ex-dividend date is available,
dividends receivable on or before the year end are treated as revenue for the
year.  Provision is made for any dividends not expected to be received.  The
fixed returns on debt securities and non-equity shares are recognisd on a time
apportionment basis so as to reflect the effective yield on the debt securities
and shares.  Provision is made for any fixed income not expected to be received.
  Interest receivable from cash and deposits and interest payable are accrued to
the end of the year.



(c) Expenses

All expenses are accounted for on an accruals basis.  Expenses are charged to
the Revenue Return of the Income Statement except as follows:



   •  expenses which are incidental to the acquisition of an investment are
      included within the cost of the investment.

   •  expenses which are incidental to the disposal of an investment are
      deducted from the disposal proceed of the investment.

   •  expenses are charged to realised capital reserves where a connection
      with the maintenance or enhancement of the value of the investments can be
      demonstrated.  In this the management fee has been allocated 1/3 to 
      revenue and 2/3 to realised capital reserves to reflect the Company's 
      investment policy and prospective income and capital growth.



(d) Taxation

Deferred taxation is provided on all timing differences that have originated but
not reversed at the Balance Sheet date, where transactions or events that result
in an obligation to pay more tax in the future or right to pay less tax in the
future have occurred at the Balance Sheet date.  Deferred tax is not provided on
permanent differences.  Deferred tax assets are only recognised to the extent
that it is considered more likely than not that there will be future taxable
profits from which the future reversal of underlying timing differences can be
deducted.  Timing differences are differences arising between the Company's
taxable profits and its results as stated in the Financial Statements which are
capable of reversal in one or more subsequent periods.


Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences are expected to
reverse, based on tax rates and laws enacted or substantively enacted at the
Balance Sheet date.



(e) Valuation of investments

Listed investments have been designated by the Board as held at fair value
through profit or loss and accordingly are valued at fair value deemed to be bid
market prices for quoted investments.


Changes in the fair value of investments held at fair value through profit or
loss and gains and losses on disposal are recognised in the Income Statement as
'Gains or losses on investments held at fair value through profit or loss'. Also
included within this caption are transaction costs in relation to the purchase
or sale of investments, including the difference between the purchase price of
an investment and the bid price at the date of purchase. All purchases and sales
are accounted for on a trade date basis.



2. Income
                                                                  For the year ended      For the year ended
                                                                         31 May 2007             31 May 2006
                                                                               £'000                   £'000
                                                                    ----------------        ----------------
Income from investments held at fair value through profit or
loss                                                                             284                     270
                                    
Other income                                                                      27                      36
                                                                    ----------------        ----------------
Total income                                                                     311                     306
                                                                           =========               =========



3.  Investment management fees
                                For the year ended 31 May 2007                  For the year ended 31 May 2006
                                Revenue         Capital           Total         Revenue         Capital           Total

                                  £'000           £'000           £'000           £'000           £'000           £'000
                        --------------- --------------- --------------- --------------- --------------- ---------------
Investment management fees           58             118             176              58             117             175
Irrecoverable VAT                    10              21              31              10              20              30
                        --------------- --------------- --------------- --------------- --------------- ---------------
Total                                68             139             207              68             137             205
                              =========       =========       =========       =========       =========       =========



4. Return per ordinary share
                                              For the year ended 31 May 2007           For the year ended 31 May 2006
                                             --------------- ---------------          --------------- ---------------
The returns per ordinary share have been based on                     Number                                   Number

the following figures:

Weighted average number of ordinary shares                        13,824,898                               13,608,699

                                                       £'000           Pence                    £'000           Pence
                                             --------------- ---------------          --------------- ---------------
Revenue return                                            58            0.42                     (17)          (0.12)
Capital return                                          (24)          (0.17)                    2,979           21.89
                                             --------------- ---------------          --------------- ---------------



5. The above financial information for the year ended 31 May 2007 does not
constitute statutory accounts as defined in Section 240 of the Companies Act
1985. The statutory accounts for the year ended 31 May 2007 will be finalised on
the basis of information included within this announcement. The audit report on
the full Financial Statements for the year ended 31 May 2007 has yet to be
signed. Statutory accounts for the year ended 31 May 2007 will be delivered to
the Registrar of Companies in due course.


The Annual General Meeting will be held on Thursday, 20 September 2007 at 4.00pm
at The George Hotel, 19-21 George Street, Edinburgh, EH2 2PB.


Copies of the annual report will be sent to shareholders in August 2007 and will
be available from the Company Secretary at the registered office.





For further information, contact:



Stephen Grant

Revera Asset Management Limited
Tel: 0131 524 6155



Glen Nimmo

Revera Asset Management Limited
Tel: 0131 524 6151



Susan Venables

BNP Paribas Secretarial Services Limited
Tel:  020 7410 5971


26 JULY 2007



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