Half-yearly Report

15 June 2012 BLACKROCK INCOME AND GROWTH INVESTMENT TRUST PLC Half yearly announcement of results in respect of the six months ended 30 April 2012 Chairman's Statement I am pleased to present my first report to shareholders since the appointment of a new investment manager on 1 April 2012, further details of which are set out below. Performance During the six month period to 30 April 2012, the Company's net asset value per share ("NAV") returned 6.9% and its share price returned 1.4%. By comparison the FTSE All-Share Index (total return)increased by 6.2% (all percentages with income reinvested). Further information on investment performance is included in the Investment Manager's Report. The investment environment has remained challenging during the first half of the financial year, with continuing concerns about the level of government debt both in the UK and several Eurozone countries. Compounded by disappointing poor economic data emerging from the US, most observers are expecting the UK to struggle to achieve economic growth over the next twelve months, and for it to be a long road to recovery across the European Union. Since the end of April, the Company's NAV fell by 4.0% and the share price declined by 3.4%. The FTSE All-Share Index (total return) fell by 4.2% Revenue return and dividends Revenue return for the six month period was 1.81 pence per share (six months to 30 April 2011: 2.14 pence per share). The Board has declared an interim dividend of 1.80 pence per share (2011: 1.80 pence per share). The dividend will be paid on 7 September 2012 to shareholders on the Company's register on 27 July 2012. Appointment of a new Investment Manager Following a review by your Board of the Company's management arrangements, which entailed an extensive and formal assessment of a range of different options, from a variety of fund managers, BlackRock Investment Management (UK) Limited ("BlackRock") was appointed as Investment Manager and Company Secretary on 1 April 2012. A summary of the terms of BlackRock's appointment is set out in the Interim Management Report and Responsibility Statement. The Board believes that BlackRock, with its considerable experience in managing UK equity portfolios and strong commitment to the investment trust sector, is well placed to achieve the Company's investment objective. The Company's portfolio is now jointly managed by Nick McLeod-Clarke and Adam Avigdori, both members of the UK Equity team in the Fundamental Equity division of BlackRock's Portfolio Management Group. Nick and Adam are also co-managers of the BlackRock UK Income Fund. The Board would like to record their appreciation of the support given to the Company by RCM (UK) Limited ("RCM") since its inception, and also for RCM's help in ensuring an orderly handover to BlackRock during this period. Company Name The Company held a General Meeting on 17 April 2012, at which shareholders resolved to change the Company's name from British Portfolio Trust plc to BlackRock Income and Growth Investment Trust plc. The change of name was effected on 18 April 2012. I am pleased to report that BlackRock has borne all of the costs associated with changing the Company's name. Share Repurchases The current authority to repurchase ordinary shares was granted to the Directors on 6 February 2012 and will expire on 5 August 2013 unless renewed at a prior general meeting. During the period under review 761,552 ordinary shares were purchased at a cost of £977,000. All of the shares purchased were cancelled. 500,000 ordinary shares were also cancelled from treasury on 23 January 2012. The policy and parameters for purchasing shares in the market are set by the Board and are reviewed at regular intervals. Gearing The Company currently has an unsecured sterling revolving credit facility of up to £5 million with ING Bank N.V., with a maturity date of 31 October 2012 which provides the Company with the ability to gear. The Company operates a flexible gearing policy which depends on prevailing market conditions. As at 30 April 2012, £2 million of the facility had been drawn down representing net gearing of 4.9%. Prospects The global financial crisis which started in 2007 has now assumed an unpredictable political dimension, as the electoral cycle in Europe is now allowing the widespread hostility to austerity measures expression through the ballot box. However, corporate balance sheets are now stronger than they have been in recent memory, and the valuations of many equities are compelling, particularly when compared with fixed interest securities. Although the outlook for economic growth in the developed world is currently muted at best, we believe that the investment approach followed by BlackRock, explained in further detail in the Investment Manager's Report, is well suited to this environment. It aims to blend higher yielding shares with others which are chosen for their capital growth prospects. We also believe that against this background an investment approach focused on delivering growth in income from UK equities will remain popular for many years to come and ultimately prove a successful long-term strategy, despite the current level of uncertainty and volatility. Jonathan Cartwright Chairman 15 June 2012 Interim Management Report and Responsibility Statement The Chairman's Statement and the Investment Manager's Report give details of the important events which have occurred during the period and their impact on the financial statements. Principal risks and uncertainties The principal risks faced by the Company can be divided into various areas as follows: - Investment and Strategy; - Market; - Accounting, Legal and Regulatory; - Corporate Governance and Shareholder Relations; - Operational; and - Financial. The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 31 October 2011. A detailed explanation can be found in the Directors' Report on pages 23 and 24 and in note 17 on pages 53 to 56 of the Annual Report and Financial Statements which is available on the website maintained by the Investment Manager, BlackRock Investment Management (UK) Limited, at www.blackrock.co.uk/brig. In the view of the Board, there have not been any changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review. Related party transactions RCM (UK) Limited ("RCM") acted as the Company's Investment Manager until 31 March 2012. Details of RCM's services and fee arrangements are provided in the Annual Report on page 26. Under the previous management agreement with RCM a base management fee of 0.5% and an administrative and secretarial fee was payable. These fees will be payable until 4 July 2012 (inclusive), being the date of the expiry of the protective notice served on RCM on 4 January 2012. RCM was also entitled to a performance fee of up to 0.75% of the net assets under management based on the level of outperformance of the Company's net assets over its benchmark index, the FTSE All-Share Index, during the relevant Performance Period. RCM were entitled to charge this fee up until 31 March 2012. No performance fee was earned by RCM for the period from 1 November 2011 to 31 March 2012. Further details of this fee arrangement are available in the Annual Report on pages 45 and 46. BlackRock Investment Management (UK) Limited ("BlackRock") was appointed as Investment Manager and Company Secretary on 1 April 2012. Under the terms of the investment management agreement with BlackRock, BlackRock is entitled to a base fee at 0.6% p.a. of the Company's market capitalisation, although a base fee will not be charged for the first three months of the management contract. There is no additional fee for the Company secretarial and administration services. BlackRock is also entitled to a performance fee for a financial period based on the Company's net asset value outperformance of the benchmark. The performance fee is calculated by applying 15% of the excess return over the performance fee net asset value. The benchmark index, which the Company will use for the calculation of the performance fee, remains the FTSE All-Share Index measured on a total return basis. The performance fee is calculated on a geometric basis, that is the Company's return is divided by the performance of the benchmark to derive an excess return from which the 15% performance fee is calculated. The performance fee is measured over a rolling three year period, although any excess return that exceeds the return used in calculating a particular performance fee as a result of the application of the cap may be carried forward and included in future performance fee calculations. Transitional arrangements are in place in respect of the initial periods building up to the first rolling three year period which will comprise the first three complete financial years following commencement of the Investment Management Agreement. There are high watermark arrangements such that a performance fee is only payable in respect of a given rolling three year period for which outperformance has been achieved if the Company has also achieved cumulative outperformance since the end date of the last period in respect of which a performance fee was payable. The base fee and performance fee payable in respect of a financial period are capped at no more than 5% of the net asset value of the Company. The management contract has an initial period of 12 months from 1 April 2012 followed by a rolling six month notice period. Directors' responsibility statement The Disclosure and Transparency Rules ("DTR") of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Interim Management Report and Financial Statements. The Directors confirm to the best of their knowledge that: - the condensed set of financial statements contained within the half yearly financial report has been prepared in accordance with the Accounting Standards Board's Statement `Half Yearly Financial Reports'; and - the Interim Management Report, together with the Chairman's Statement and Investment Manager's Report, include a fair review of the information required by 4.2.7R and 4.2.8R of the FSA's Disclosure and Transparency Rules. The half yearly financial report was approved by the Board on 15 June 2012 and the above responsibility statement was signed on its behalf by the Chairman. Jonathan Cartwright For and on behalf of the Board 15 June 2012 Investment Manager's Report Market Review Equity markets increased over the period as initial concerns over the peripheral European sovereign debt crisis temporarily abated, and hopes rose that a more comprehensive solution might be forthcoming. The European Central Bank's Long-Term Refinancing Operation was an obvious catalyst for the gains seen in the first months of 2012 as it provided much needed liquidity to the European banking system, but markets were also temporarily boosted by stronger economic data, particularly from the US. Not all markets participated: in a reminder that sovereign risks remain, Spanish and Portuguese equities continued to fall. Towards the end of the period `risk assets' gave back some gains as policy uncertainty dominated discussions on the Chinese economy, the case for US growth became less conclusive and doubt over the security of peripheral sovereigns returned in Europe. The rise in the market over the six months was driven by Industrial, Beverage, Tobacco and Oil Equipment & Services companies, whilst Mining companies, Food Retailers, Pharmaceuticals and Mobile Telecommunications companies lagged. Performance and Portfolio Activity up to 1 April 2012 In the period up to 1 April 2012, the portfolio was managed by RCM. Two new stocks were added to the portfolio in November: AZ Electronic Materials, a niche provider of speciality chemicals to the semiconductor industry, and Xstrata, the diversified mining company. In December, Britvic the soft drinks company was bought on the basis that margins appeared to have stabilised and new product initiatives offered scope to improve sales. This investment was funded from reductions in Barclays and Inmarsat. In early 2012, RCM added two financials, HSBC and Tullett Prebon which in their view offered attractive absolute valuations at a time when liquidity from the European Central Bank, in the form of its long-term refinancing operations, had improved the trading environment for financials and reduced downside risk in the sector. These purchases were funded by profit taking in some defensives that had performed particularly well in the final months of 2011 such as Bunzl, Sage and Unilever. Following the review by the Board of the Company's management arrangements which led to the appointment of BlackRock as the investment manager, the portfolio was substantially re-organised at the end of March to reflect BlackRock's preferred portfolio. This re-organisation was executed by RCM through a `program trade' which ensured that the portfolio was rapidly and efficiently re-organised in a cost effective way. This process was completed by the end of March and so the portfolio presented in this report represents our chosen holdings. No further re-organisation activity arising from the change in Investment Manager will be required. BlackRock's UK Equity Income Investment Philosophy Our team's investment approach can be characterised as a "barbell" strategy, driven by the belief that a carefully selected portfolio can achieve an income yield at an appropriate premium to the market with the prospect of both capital and income growth. By blending higher yielding securities with others that have greater potential for capital growth we believe that the long-term investment prospects are enhanced. First, the income end of the barbell is designed to capture the majority of the portfolio's income requirement. Secondly, at the opposite end of the barbell, the portfolio can invest in equities that we believe will deliver above average profit growth in future but that often have lower than average yields. This approach gives us the flexibility to include all of our strongest investment ideas within the portfolio. It also gives us the flexibility to vary the portfolio's overall investment characteristics as the investment cycle develops - a feature not often associated with income funds. We use fundamental research to identify undervalued shares, focusing on management quality, corporate strategy and competitive factors. Our aim is to outperform the benchmark through stock selection rather than through market timing or permanently choosing a particular style of equity. Gearing In agreement with the Board, £2 million of the £5 million facility provided by ING was drawn down on 30 April 2012. In part this reflects our conviction that current market valuations represent good value: over the long term we believe that valuation at purchase is a major determinant of future real returns. Another benefit of gearing is that it allows us to remove the inherent bias that is typically a feature of most high yielding portfolios, ie., a relatively low beta. This measure illustrates the sensitivity of the portfolio to underlying market movements, and higher yielding portfolios typically demonstrate a low sensitivity or beta. Through adding 5% gearing to the portfolio, this tilt within the portfolio is largely removed and we can achieve a beta broadly similar to that of the market. As a consequence, stock selection becomes the primary driver of performance relative to our benchmark, the FTSE All-Share Index, which is how we believe we can add most value to the portfolio. Performance since 1 April 2012 Looking at the Company's performance in April 2012 in more detail following our appointment as Investment Manager, the FTSE All-Share Index finished the month modestly lower as financials, particularly banks and life insurers, were unable to escape the negative impact from renewed European sovereign debt concerns. Positive contributors to performance included software provider Playtech, which continued to see improving demand for its gaming technologies. Both oil majors benefited the portfolio, albeit very differently: owning an overweight position in Royal Dutch Shell was beneficial as it reported good first quarter results, and not owning BP, whose operational performance continued to disappoint, was also a positive. Being underweight the mining sector was modestly detrimental as the sector rose on expectations of higher Chinese demand for commodities, although owning copper miner Antofagasta was beneficial for returns. Shares of electronic controls manufacturer Spectris performed well after reporting good first quarter results. Amongst the detractors, Carphone Warehouse shares fell as the market worried about prospects for its retail activities in Europe, whilst United Business Media fell as macro uncertainty increased, despite the group announcing strong profit growth led by its core events business. Activity Activity over the month saw us opening a new position in global mining company BHP Billiton and independent media group Aegis. We also added to Shire and British Sky Broadcasting. We reduced our holdings in Next, Royal Dutch Shell and Unilever. Outlook The economic outlook has begun to diverge. Data from the US and the developing world on balance still suggests that modest economic growth is likely, but the outlook for Europe has deteriorated. In a world where the global economy is volatile and changing rapidly it is more important than ever to ensure that portfolios can deliver performance in a range of economic environments. So what are the key issues? Although the Company invests primarily in companies listed in the UK, the major investment issues are global in nature because UK listed companies generate about two-thirds of their profits outside of the UK, including a growing proportion in high growth emerging markets. Emerging market economic growth remains fundamentally important to short-and long-term global growth, particularly given the challenging environment in Europe. China and India are especially important given their size and growth rates. While growth in both countries is expected to be slower this year than it was last year, it is likely that these two countries will still account for more than half of total global growth in 2012. It is impossible to ignore the Eurozone debt crisis, which continues to influence economic growth and is a major trading partner for UK companies. The European Central Bank's Long-Term Refinancing Operations further reduced the risk of liquidity driven banking defaults in continental European banks as more than 800 banks took advantage of almost one trillion euros in cheap funding. However, the core longer-term threat to European stability remains in persuading Eurozone nations to accept a fiscal stability pact, improve productivity and deliver a sustainable solution to the structural deficit issues. Recession remains a concern, as the Eurozone was confirmed to be in recession after two consecutive periods of negative growth, although recovery is expected to begin later this year. As the Chancellor of the Exchequer noted in his budget speech, Eurozone recession is dragging down UK growth prospects with it. The valuation of UK equities remains attractive, especially in the context of low interest rates and monetary easing policies. We believe that the major short-term risk to these valuations would be a corporate profits recession, but the current strength of corporate balance sheets and the willingness of governments to engage in monetary easing makes this outcome less likely than the current level of the UK market suggests. In summary, the UK equity market has considerable exposure to overseas earnings and provides many good investment opportunities. UK equity valuations currently look attractive compared to those of most other asset classes, with the prospect of high quality earnings and dividend growth. Fundamentally, on both a relative and absolute basis, the UK equity market remains attractively valued, with the largest corporate cash level in UK history at over £200 billion. We continue to position the portfolio towards companies where the fundamentals are good and the business can take advantage of regions that are growing strongly. Nick McLeode-Clark and Adam Avigdori BlackRock Investment Management (UK) Limited 15 June 2012 Ten Largest Investments Vodafone Group - 8.4% (2011: 6.0%, www.vodafone.com) Vodafone is a global mobile communications company providing a range of communications services including voice, messaging, data and fixed-line solutions. It operates in Europe, Africa, Asia Pacific and the Middle East, and has an investment in Verizon Wireless in the United States. Royal Dutch Shell `B' - 8.3% (2011: 5.0%, www.shell.com) Royal Dutch Shell is one of the world's largest independent oil and gas companies. It operates in three segments: upstream, downstream and corporate. Upstream is engaged in searching for and recovering crude oil and natural gas; the liquefaction and transportation of gas; the extraction of bitumen from oil sands. Downstream is engaged in manufacturing; distribution and marketing activities for oil products and chemicals, in alternative energy (excluding wind), and carbon dioxide management. Corporate represents the key support functions. HSBC Holdings - 6.0% (2011: 5.0%, www.hsbc.com) HSBC Holdings is one of the world's largest banking and financial services organisations. Its main businesses include, personal financial services, commercial banking and two global businesses, global banking and markets, and global private banking. Its international network covers 87 countries and territories in six geographical regions; Europe, Hong Kong, Rest of Asia-Pacific, the Middle East, North America and Latin America. GlaxoSmithKline - 4.9% (2011: 7.5%, www.gsk.com) GlaxoSmithKline is a global healthcare group, operating in three main areas: pharmaceuticals, vaccines and consumer healthcare. It is engaged in the creation and discovery, development, manufacture and marketing of pharmaceutical products, including vaccines, over-the-counter medicines and health-related consumer products. Tullow Oil - 4.9% (2011: nil, www.tullowoil.com) Tullow Oil is an independent oil and gas company with licences in 15 countries. The Company is principally engaged in oil and gas exploration, development and production and has operations in the North Sea, Uganda, Ghana, South America and Kenya. Centrica - 4.1% (2011: 3.3%, www.centrica.com) Centrica's businesses include British Gas, the UK energy supplier, and upstream operations of Centrica Energy which undertake sourcing, generating, processing, trading and storing of energy. Antofagasta - 4.0% (2011: nil, www.antofagasta.co.uk) Antofagasta is a copper mining company with its activities mainly concentrated in Chile. Mines include Los Pelambres, El Tesoro and Esperanza. UBM - 3.4% (2011: 1.4%, www.ubm.com) United Business Media's businesses include events, data services, online, print-magazines, targeting, distribution and monitoring. In recent years the events business has grown strongly, particularly in emerging economies. 3i Infrastructure - 3.1% (2011: nil, www.3i-infrastructure.com) 3i Infrastructure is a listed infrastructure investment company investing mainly in Europe and Asia, with a focus on the Utilities, Transportation and Social Infrastructure sectors. British American Tobacco - 3.0% (2011: nil, www.bat.com) BAT is one of the world largest tobacco companies selling in approximately 180 countries worldwide. Their four principal brands include Dunhill, Kent, Lucky Strike and Pall Mall. Its other international brands include Vogue, Viceroy, Rothmans, Kool, Peter Stuyvesant, Benson & Hedges, State Express 555 and John Player Gold Leaf. All percentages reflect the value of the holding as a percentage of total investments. The percentages in brackets represent the value of the holding as at 31 October 2011. Distribution of Investments as at 30 April 2012 Analysis of portfolio by sector Portfolio % Benchmark % Oil & Gas Producers 14.7 16.9 Banks 10.3 10.2 Pharmaceuticals & Biotechnology 10.2 6.9 Mobile Telecommunications 8.4 4.9 Media 6.9 2.8 Tobacco 5.9 4.9 Mining 5.3 10.5 Gas, Water & Multiutilities 4.1 3.2 Non-life Insurance 3.7 0.8 Software & Computer Services 3.5 1.0 Equity Investment Instruments 3.1 3.0 Food Producers 2.9 2.1 Life Insurance 2.5 2.8 General Retailers 2.5 1.5 Support Services 2.3 3.8 Industrial Engineering 2.3 0.8 Aerospace & Defence 2.2 2.0 Electronic & Electrical Equipment 2.1 0.5 Real Estate Investment & Services 1.6 0.4 Oil Equipment, Services & Distribution 1.5 0.8 General Financial 1.5 0.1 Chemicals 1.1 0.6 Technology Hardware & Equipment 1.0 0.7 Sources: BlackRock and Datastream. Investment Size % of Number of Investments Portfolio < £1 m 18 28.3 £1m to £2m 13 39.1 £2m to £3m 3 15.9 £3m to £4m 2 16.7 Investments as at 30 April 2012 Market value % of £'000 Investments Oil & Gas Producers Royal Dutch Shell `B' 3,571 8.3 Tullow Oil 2,126 4.9 Soco International 633 1.5 ------ ----- 6,330 14.7 ------ ----- Banks HSBC 2,586 6.0 Standard Chartered 1,027 2.4 Barclays 808 1.9 ------ ----- 4,421 10.3 ------ ----- Pharmaceuticals & Biotechnology Glaxosmithkline 2,140 4.9 AstraZeneca 1,239 2.9 Shire 1,023 2.4 ------ ----- 4,402 10.2 ------ ----- Mobile Telecommunications Vodafone Group 3,624 8.4 ------ ----- 3,624 8.4 ------ ----- Media UBM 1,448 3.4 British Sky Broadcasting 1,219 2.8 Aegis 303 0.7 ------ ----- 2,970 6.9 ------ ----- Tobacco British American Tobacco 1,277 3.0 Imperial Tobacco 1,267 2.9 ------ ----- 2,544 5.9 ------ ----- Mining Antofagasta 1,724 4.0 BHP Billiton 556 1.3 ------ ----- 2,280 5.3 ------ ----- Gas, Water & Multi-utilities Centrica 1,779 4.1 ------ ----- 1,779 4.1 ------ ----- Non-life Insurance Lancashire Holdings 939 2.2 Admiral 664 1.5 ------ ----- 1,603 3.7 ------ ----- Software & Computer Services Sage 846 2.0 Playtech 677 1.5 ------ ----- 1,523 3.5 ------ ----- Equity Investment Instruments 3i Infrastructure 1,334 3.1 ------ ----- 1,334 3.1 ------ ----- Food Producers Unilever 1,270 2.9 ------ ----- 1,270 2.9 ------ ----- Life Insurance Aviva 1,252 2.9 ------ ----- 1,252 2.9 ------ ----- General Retailers Carphone Warehouse 534 1.3 Next 527 1.2 ------ ----- 1,061 2.5 ------ ----- Support Services Wolseley 1,012 2.3 ------ ----- 1,012 2.3 ------ ----- Industrial Engineering IMI 970 2.3 ------ ----- 970 2.3 ------ ----- Aerospace & Defence Rolls Royce* 964 2.2 ------ ----- 964 2.2 ------ ----- Electronic & Electrical Equipment Spectris 899 2.1 ------ ----- 899 2.1 ------ ----- Real Estate Investment & Services Capital & Counties 682 1.6 ------ ----- 682 1.6 ------ ----- Oil Equipment, Services & Distribution AMEC 662 1.5 ------ ----- 662 1.5 ------ ----- General Financial Jupiter Fund Managers 641 1.5 ------ ----- 641 1.5 ------ ----- Chemicals Victrex 468 1.1 ------ ----- 468 1.1 ------ ----- Technology Hardware & Equipment CSR 413 1.0 ------ ----- 413 1.0 ------ ----- Total Investments 43,104 100.0 ------ ----- * includes preference shares All investments are in ordinary shares unless otherwise stated. The total number of holdings as at 30 April was 36 (31 October 2011: 48). Income Statement Revenue £'000 Capital £'000 Total £'000 Six months Year Six months Year Six months Year ended ended ended ended ended ended 30.04.12 30.04.11 31.10.11 30.04.12 30.04.11 31.10.11 30.04.12 30.04.11 31.10.11 Notes(unaudited)(unaudited) (audited) (unaudited)(unaudited) (audited)(unaudited)(unaudited) (audited) Net gains/ (losses) on investments at fair value through profit or loss - - - 1,503 2,483 (2,086) 1,503 2,483 (2,086) Income from investments held at fair value through profit or loss 2 722 821 1,668 - - - 722 821 1,668 Other income 2 - 5 5 - - - - 5 5 Investment management fee 3 (52) (55) (107) (79) (89) (172) (131) (144) (279) Performance fee 3 - - - (4) - - (4) - - Other operating expenses (145) (103) (192) (143) (3) (5) (288) (106) (197) ----- ----- ----- ----- ----- ---- ----- ----- ----- Net return before finance costs and taxation 525 668 1,374 1,277 2,391 (2,263) 1,802 3,059 (889) Finance costs (7) (3) (8) (21) (8) (22) (28) (11) (30) ----- ----- ----- ----- ----- ----- ----- ----- ----- Return on ordinary activities before taxation 518 665 1,366 1,256 2,383 (2,285) 1,774 3,048 (919) Taxation on ordinary activities - - - - - - - - - ---- ---- ----- ----- ----- ----- ----- ----- ---- Return on ordinary activities after taxation 518 665 1,366 1,256 2,383 (2,285) 1,774 3,048 (919) ===== ===== ===== ===== ===== ====== ===== ===== ===== Return per ordinary 4 1.81p 2.14p 4.46p 4.38p 7.66p (7.46p) 6.19p 9.80p (3.00p) ===== ===== ===== ===== ===== ====== ===== ===== ===== Reconciliation of Movements in Shareholders' Funds for the six months ended 30 April 2012 and comparative periods Called up Share Capital Share Premium Redemption Special Captial Revenue Capital Account Reserve Reserve Reserve Reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 Six months ended 30 April 2012 (unaudited) Net assets at 31 October 2011 342 14,819 207 27,379 (4,316) 2,256 40,687 Revenue return - - - - - 518 518 Shares repurchased during the period (8) - 8 (977) - - (977) Cancellation of ordinary shares held in treasury (5) - 5 - - - - Dividends on ordinary shares - - - - - (941) (941) Capital return - - - - 1,256 - 1,256 --- ------ --- ------ ----- ----- ------ Net assets at 30 April 2012 329 14,819 220 26,402 (3,060) 1,833 40,543 --- ------ --- ------ ----- ----- ------ Six months ended 30 April 2011 (unaudited) Net assets at 31 October 2010 368 14,819 181 30,224 (2,031) 2,462 46,023 Revenue return - - - - - 665 665 Shares repurchased during the period (7) - 7 (663) - - (663) Dividends on ordinary shares - - - - - (1,028) (1,028) Capital return - - - - 2,383 - 2,383 --- ------ --- ------ ----- ----- ------ Net assets at 30 April 2010 361 14,819 188 29,561 352 2,099 47,380 --- ------ --- ------ ----- ----- ------ Year ended 31 October 2011 (audited) Net assets at 31 October 2010 368 14,819 181 30,224 (2,031) 2,462 46,023 Revenue return - - - - - 1,366 1,366 Shares repurchased during the year (21) - 21 (2,845) - - (2,845) Cancellation of ordinary shares held in treasury (5) - 5 - - - - Dividends on ordinary shares - - - - - (1,572) (1,572) Capital return - - - - (2,285) - (2,285) --- ------ --- ------ ----- ----- ------ Net assets at 31 October 2011 342 14,819 207 27,379 (4,316) 2,256 40,687 --- ------ --- ------ ----- ----- ------ The transaction costs incurred on the acquisition and disposal of investments are included within the capital reserve. Purchase and sale costs amounted to £154,869 and £10,888 respectively for the six months ended 30 April 2012 (six months ended 30 April 2011: £52,271 and £15,534; year ended 31 October 2011: £84,392 and £25,971). Transaction costs during the period under review reflect a realignment of the portfoilio following BlackRock's appointment as Investment Manager. Balance Sheet 30 April 30 April 31 October 2012 2011 2011 £'000 £'000 £'000 Notes (unaudited) (unaudited) (audited) Fixed assets Investments held at fair value through profit or loss 43,104 46,126 40,210 Current assets Debtors 514 1,073 491 Cash at bank 20 384 2,159 Creditors - amounts falling due within one year Short term bank loan (2,000) - (2,000) Other creditors (1,095) (203) (173) ------ ------ ------ Net current (liabilities)/ assets (2,561) 1,254 477 ------ ------ ------ Net assets 40,543 47,380 40,687 ====== ====== ====== Capital and reserves Share capital 6 329 361 342 Share premium account 14,819 14,819 14,819 Capital redemption reserve 220 188 207 Special reserve 26,402 29,561 27,379 Capital reserves (3,060) 352 (4,316) Revenue reserve 1,833 2,099 2,256 ------ ------ ------ Total equity shareholders' funds 4 40,543 47,380 40,687 ======= ======= ======= Net asset value per ordinary share 4 142.86p 153.53p 139.62p ======= ======= ======= Cash Flow Statement Six months Six months Year ended ended ended 30 April 30 April 31 October 2012 2011 2011 £'000 £'000 £'000 (unaudited) (unaudited) (audited) Net cash inflow from operating activities 418 271 1,066 Returns on investment and servicing of finance Interest paid (14) (11) (30) Capital expenditure and financial investment Purchases of fixed asset investments (33,534) (8,686) (14,708) Sales of fixed asset investments 32,909 10,478 18,224 Net cash (outflow)/inflow from capital expenditure and financial investment (625) 1,792 3,516 Equity dividends paid (941) (1,028) (1,572) ------ ------ ------ Net cash (outflow)/inflow before financing (1,162) 1,024 2,980 Financing Purchase of ordinary shares for cancellation and held in treasury (978) (663) (2,844) Repayment of loan - (1,000) (2,000) Drawdown of loan - - 3,000 Net cash outflow from financing (978) (1,663) (1,844) ------ ------ ------ (Decrease)/Increase in cash (2,140) (639) 1,135 ====== ====== ====== Reconciliation of Return on Ordinary Activities before Finance Costs and Taxation to Net Cash Flow from Operating Activities Six months Six months Year ended ended ended 30 April 30 April 31 October 2012 2011 2011 £'000 £'000 £'000 (unaudited) (unaudited) (audited) Total return/(loss) before finance costs and taxation 1,802 3,059 (889) (Less)/add: capital return before finance costs and taxation (1,503) (2,483) 2,136 ----- ----- ----- 299 576 1247 (Increase)/decrease in debtors (77) (147) 57 Increase/(decrease) in creditors 196 (158) (238) ----- ----- ----- Net cash inflow from operating activities 418 271 1,066 ----- ----- ----- Reconciliation of net cash flow to movement in net debt Net cash (outflow)/inflow (2,140) (639) 1,135 Repayment of loan - 1,000 2,000 Drawdown of loan - - (3,000) ----- ----- ----- Movement in net (debt)/funds (2,140) 361 135 Net funds brought forward 158 23 23 ----- ----- ----- Net (debt)/funds carried forward (1,982) 384 158 ===== ===== ===== Notes to the financial statements 1. Principal activity and basis of preparation The Company conducts its business so as to qualify as an investment trust company within the meaning of sub-sections 1158 - 1165 of the Corporation Tax Act 2010. The half yearly financial statements have been prepared using the same accounting policies set out in the Company's financial statements for the year ended 31 October 2011. Under FRS 26 "Financial Instruments: Recognition and Measurement" the Company has designated its assets and liabilities as being measured at "fair value through profit or loss". The fair value of fixed asset investments is deemed to be the bid market value at the close of business on the balance sheet date. The taxation charge, if any, has been calculated by applying an estimate of the annual effective tax rate to any profit for the period. The financial statements have been prepared in accordance with applicable Accounting Standards, pronouncements on half yearly reporting issued by the Accounting Standards Board and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" ("SORP") revised in January 2009. 2. Income Six months Six months Year ended ended ended 30 April 30 April 31 October 2012 2011 2011 £'000 £'000 £'000 (unaudited) (unaudited) (audited) Investment income: UK listed dividends 681 717 1,544 Overseas listed dividends 41 104 124 --- --- ----- 722 821 1,668 --- --- ----- Other income: Underwriting commission - 5 5 --- --- ----- - 5 5 --- --- ----- Total 722 826 1,673 === === ===== 3. Investment management and performance fees Revenue £'000 Capital £'000 Total £'000 Six months Year Six months Year Six months Year ended ended ended ended ended ended 30.04.12 30.04.11 31.10.11 30.04.12 30.04.11 31.10.11 30.04.12 30.04.11 31.10.11 (unaudited)(unaudited)(audited)(unaudited)(unaudited)(audited)(unaudited)(unaudited)(audited) Investment management fee 52 55 107 79 89 172 131 144 279 Performance fee - - - 4 - - 4 - - -- -- --- -- -- --- --- --- --- 52 55 107 83 89 172 135 144 279 == == === == == === === === === RCM (UK) Limited ("RCM") acted as Investment Manager until 31 March 2012. Details of RCM's services and fee arrangements are provided in the 2011 Annual Report on page 26. In accordance with the RCM investment management agreement, a base management fee of 0.5% will be payable to RCM, together with the pro rata administration and secretarial fee, up until 4 July 2012 inclusive. BlackRock Investment Management (UK) Limited ("BlackRock") was appointed as Investment Manager and Company Secretary on 1 April 2012. Under the terms of the investment management agreement with BlackRock, BlackRock will be entitled to a base fee of 0.6% p.a. of the Company's market capitalisation, although a base fee will not be charged for the first three months of the management contract. There is no additional fee for company secretarial and administration services. Under the previous investment management agreement, RCM was entitled to a performance fee of up to 0.75% of the net assets under management based on the level of outperformance of the Company's net assets over its benchmark index, the FTSE All-Share Index, during the relevant performance period. RCM were entitled to charge this fee up until 31 March 2012. There was no performance fee payable to RCM for the period ended 31 March 2012. Further details of this fee arrangement are available in the 2011 Annual Report on pages 45 and 46. Under the new investment management agreement with BlackRock, a performance fee is payable for the financial period based on the Company's net asset value outperformance of the benchmark. The performance fee will be calculated by applying 15% of the annualised excess return for a performance period to the performance fee net asset value. The benchmark index, which the Company will use for the calculation of the performance fee, will be the FTSE All-Share Index measured on a total return basis. Further information on this fee arrangement is detailed in the Interim Management Report and Responsibility Statement. Performance fees have been wholly allocated to the capital column of the Income Statement. A performance fee of £4,000 has been accrued for the six month period to 30 April 2012 (six months ended 30 April 2011: nil and year ended 31 October 2011: nil). 4. Returns and net asset value per ordinary share Revenue and capital returns per share are shown below and have been calculated using the following: Six months Six months Year ended ended ended 30 April 30 April 31 October 2012 2011 2011 (unaudited) (unaudited) (audited) Net revenue return attributable to ordinary shareholders (£'000) 518 665 1,366 Net capital return attributable to ordinary shareholders (£'000) 1,256 2,383 (2,285) ------ ------ ------ Total return (£'000) 1,774 3,048 (919) ------ ------ ------ Equity shareholders' funds (£'000) 40,543 47,380 40,687 ------ ------ ------ The actual number of ordinary shares in issue at the end of each period on which the net asset value per ordinary share was calculated was: 28,379,268 30,859,820 29,140,820 ---------- ---------- ---------- The weighted number of ordinary shares in issue at the end of each period on which the return per ordinary share was calculated was: 28,674,278 31,097,019 30,637,282 ---------- ---------- ---------- Revenue return per ordinary share 1.81p 2.14p 4.46p Capital return per ordinary share 4.38p 7.66p (7.46p) ------- ------- ------- Total return per ordinary share 6.19p 9.80p (3.00p) ------- ------- ------- Net asset value per ordinary share (debt at par value) 142.86p* 153.53p** 139.62p*** ======= ======= ======= * The net asset value is based on 28,379,268 Ordinary Shares in issue. An additional 4,554,664 Ordinary Shares were held in Treasury. ** The net asset value is based on 30,859,820 Ordinary Shares in issue. An additional 5,304,664 Ordinary Shares were held in Treasury. *** The net asset value is based on 29,140,820 Ordinary Shares in issue. An additional 5,054,664 Ordinary Shares were held in Treasury. 5. Dividend The Board has declared an interim dividend of 1.80p per share (2011: 1.80p per share), payable on 7 September 2012 to shareholders on the register as at 27 July 2012; the ex dividend date is 25 July 2012. The total cost of this dividend, based on 28,379,268 ordinary shares in issue at 15 June 2012, is £511,000 (2011: £545,000). 6. Share capital Ordinary Treasury Nominal shares shares Total value (nominal) (nominal) shares £ Allotted, issued and fully paid share capital comprised: Ordinary shares of 1p each ---------- --------- ---------- ------- At 1 November 2011 29,140,820 5,054,664 34,195,484 341,955 ---------- --------- ---------- ------- At 30 April 2012 28,379,268 4,554,664 32,933,932 329,339 ========== ========= ========== ======= During the period to 30 April 2012, the Company purchased 761,552 ordinary shares at a cost of £977,000. All of the shares purchased were cancelled. 500,000 ordinary shares were also cancelled from treasury. 7. Movement in net debt Six months Six months Year ended ended ended 30 April 30 April 31 October 2012 2011 2011 £'000 £'000 £'000 (unaudited) (unaudited) (audited) Reconciliation of net cash flow to movement in net debt ----- --- --- Movement in net (debt)/funds in the period (2,140) 361 135 Opening net funds 158 23 23 ----- --- --- Closing net (debt)/funds (1,982) 384 158 ===== === === 8. Going concern The Directors believe it is appropriate to continue to adopt the going concern basis in preparing the financial statements, as the assets of the Company consist mainly of securities which are readily realisable and accordingly, that the Company has adequate financial resources to continue in operational existence for the foreseeable future. 9. Publication of non statutory accounts The financial information contained in this half yearly financial report does not constitute statutory accounts as defined in the Companies Act 2006. The financial information for the six months ended 30 April 2012 and 30 April 2011 has not been audited. The information for the year ended 31 October 2011 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under section 498(2) or (3) of the Companies Act 2006. Copies of the half yearly financial report will be posted to shareholders by 20 June 2012. Copies will also be available to the public from the Company's registered office at 12 Throgmorton Avenue, London EC2N 2DL, and on BlackRock Investment Management's website at www.blackrock.co.uk/brig. 10. Related party disclosure The related party transaction with BlackRock is set out in note 3. The fee due to RCM for the six months ended 30 April 2012 amounted to £131,000 (six months ended 30 April 2011: £144,000 and year ended 31 October 2011: £279,000). At the period end, £58,000 was outstanding in respect of investment management and performance fees (six months ended 30 April 2011: £119,000 and year ended 31 October 2011: £53,000). The Board consists of four non-executive Directors, all of whom are considered to be independent by the Board. None of the Directors has a service contract with the Company. The Chairman receives an annual fee of £25,000 the Chairman of the Audit Committee receives an annual fee of £19,500 and each of the other Directors receives an annual fee of £17,000. The following members of the Board hold shares in the Company. Mr Cartwright holds 20,000 shares, Mr Gold 20,000 shares and Mr Worsley 487,539 shares. Mr Luckraft does not currently own any shares. 11. Contingent liabilities There were no contingent liabilities at 30 April 2012 (30 April 2011 and 31 October 2011: nil). 12. Annual results The Board expects to announce the annual results for the year ended 31 October 2012 in December 2012. Copies of the annual results announcement can be obtained fromn the Secretary on 020 7743 3000. The annual report should be available by early January 2013 with the Annual General Meeting being held in February 2013. Independent Review Report to BlackRock Income and Growth Investment Trust Plc We have been engaged by the Company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 April 2012 which comprises the income statement, the reconciliation of movement in shareholders' funds, the balance sheet, the cash flow statement, the reconciliation of return on ordinary activities before finance costs and taxation to net cash flow from operating activities and related notes 1 to 12. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed. Directors' responsibilities The half yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority. As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with United Kingdom Generally Accepted Accounting Practice. The condensed set of financial statements included in this half yearly financial report have been prepared in accordance with the accounting policies the group intends to use in preparing its next annual financial statements. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 30 April 2012 is not prepared, in all material respects, in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority. Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom 15 June 2012 For further information please contact: Simon White, Managing Director Investment Trusts - 020 7743 3000 Nick McLeod-Clarke / Adam Avidgori, Fund Managers - 020 7743 3000 Emma Phillips, Media & Communications - 020 7743 3000 BlackRock Investment Management (UK) Limited
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