Final Results

28 April 2008 BLACKROCK SMALLER COMPANIES TRUST plc Preliminary announcement of results in respect of the year ended 29 February 2008 Performance to 29 February 2008 1 year 3 years 5 years (calculated on a capital only basis) Net asset value per share -8.7% +45.7% +193.8% Ordinary share price -13.4% +48.5% +209.8% Benchmark* -16.7% +10.9% +89.9% * With effect from 1 September 2007 the Hoare Govett Smaller Companies plus AIM (ex Investment Companies) Index replaced the FTSE SmallCap Index (ex Investment Companies) as the Company's benchmark. The above index has been blended to reflect this. Sources: BlackRock, Datastream - The Company has maintained upper quartile ranking in its sector over the one month, three months, six months, one year, three year and five year periods to 29 February 2008. - Outperformed the benchmark index by 8.0%. - Increased final dividend of 3.01p per share, a rise of 2.7% on the previous year, and a special dividend of 1.25p per share, making a total dividend for the year of 6.15p, a rise of 29.2% on the previous year. - The Board has appointed Robert Robertson as a new Director. For further information please contact: Jonathan Ruck Keene, Managing Director Investment Companies - 020 7743 2178 Mike Prentis, Fund Manager - 020 7743 2312 Emma Phillips, Media & Communications - 020 7743 2922 BlackRock Investment Management (UK) Limited Or William Clutterbuck The Maitland Consultancy - 020 7379 5151 The Chairman, Richard Brewster, comments: Review of the year to 29 February 2008 It has been a year of two periods. In the first four months conditions were relatively benign until the sub-prime difficulties surfaced in July. Since then, performance in the year has been largely dominated by periods of sustained volatility in global markets which helped to fuel high levels of sell-offs in smaller companies' equity as investors refocused their attention on more liquid positions. Much of the turbulence experienced during the year was due to the impact of the "credit crunch" on markets. Against this backdrop, the Company's net asset value fell by 8.7% and the share price closed down 13.4% reflecting a widening of discounts across the UK smaller companies investment trust sector. However, this compares favourably against the benchmark which closed down 16.7%.* Earnings and dividends Revenue earnings per share for the year amounted to 7.16p compared with 5.61p for the previous year. Encouragingly, dividend growth has again been strong in many of the portfolio holdings. The proposed final dividend is 3.01p per share, an increase of 2.7% over the 2.93p paid last year. In view of the special nature of several dividends received during the year, the Board has declared a special dividend of 1.25p per share. This makes a total for the year of 6.15p, an increase of 29.2% over the 4.76p paid last year. Gearing The Company's gearing levels are regularly reviewed and the Board continues to believe that moderate gearing is in the long term interests of shareholders. Net borrowings ranged from £16 million to £25 million over the year. Currently, net borrowings stand at £18.3 million, 9.3% of shareholders' funds. Discount and share buy backs The Board pays close attention to the discount at which the Company's shares trade compared to net asset value. In the year to 29 February 2008, the discount ranged from 13.1% to 25.8% and the opportunity was taken to buy back 1,483,815 shares, representing 3.0% of the share capital in issue at the start of the year. The shares were bought in at an average discount of 20.6% and placed in treasury. In common with previous years, the Board will endeavour to work with the Investment Manager in order to manage the discount as effectively as possible. The Board will be seeking renewal of its authority to buy back shares at the Annual General Meeting and the primary purpose of any buy back would be to enhance the net asset value for continuing shareholders. Company name At a General Meeting held on 23 April 2008, shareholders resolved to change the Company's name to BlackRock Smaller Companies Trust plc. The change of name was effective from 25 April 2008. As explained in the circular to shareholders posted in March, the change follows the merger of Merrill Lynch Investment Managers with BlackRock and a full product rebrand. I am pleased to report that BlackRock has borne all costs associated with changing the Company's name. Board changes As mentioned in the half yearly financial report, the Board commenced a search for a new Director following the retirement of Robert Ffoulkes-Jones, to ensure a good balance of skills would be maintained on the Board in the future. In his place, we are very pleased to welcome Robert Robertson, who joined us on 23 April 2008. Mr Robertson spent more than thirty years with the Anglo American Group, from which he retired in 2006, and during his time at Anglo served as a Director on a number of external boards embracing various industries. He is currently non-executive chairman of West China Cement Limited and a non-executive director of Avocet Mining PLC. VAT The Board welcomes the success of the Association of Investment Companies ("AIC") and JPMorgan Claverhouse Investment Trust plc who have won their lengthy test case against HM Revenue & Customs ("HMRC") challenging the imposition of VAT on management services supplied to investment trusts. HMRC has now accepted the European Court of Justice's judgement on 28 June 2007 that management services supplied to investment trusts should be exempt from VAT. Total VAT incurred by the Company on management fees since inception is estimated at £2.2 million and the prospective saving for your Company is estimated at £300,000 per annum. The investment management agreement between the Company and BlackRock stipulates that in the event of a successful outcome in the JPMorgan Claverhouse case for the plaintiff, any VAT levied will be repaid gross to the Company by the Investment Manager. Consequently, there is sufficient certainty over the recoverability and calculation of the amounts involved to enable an asset of £629,000 to be accrued in the financial statements, representing VAT on invoices raised by the incumbent manager. Additional information is given in note 4. It is anticipated that the VAT will be received by the Company as soon as BlackRock has received settlement from HMRC. Given the volume of claims HMRC has to process it is likely to be a significant period of time before any amounts are refunded. A further amount is due to be recovered from the previous manager, 3i plc. However, as the exact amount has not yet been agreed no asset in respect of this sum has been recognised in the financial statements. Outlook There are strong headwinds confronting the financial sector, with a consequential knock-on effect on a global economy which is already experiencing a general slowdown. The near future is unclear and expected to remain so until real confidence returns to lenders. The investment policy of the Company to invest in growth companies with positive cash flows and low levels of debt provides a solid foundation, although the rate of profits growth is likely to continue to decline in the short term. However, with falling interest rates and more attractive valuations, some good investment opportunities will arise. *The benchmark was the FTSE SmallCap Index excluding Investment Companies for the first half of the year and the Hoare Govett Smaller Companies plus AIM (excluding Investment Companies) Index from 1 September 2007. Commenting upon the outlook for the Company, Mike Prentis of BlackRock Investment Management (UK) Limited, the Investment Manager, notes: Overall performance Performance during the financial year was disappointing with stockmarkets reacting badly to concerns about sub-prime lending in the US and UK. The Company's net asset value ("NAV") was fairly flat in the first half, but fell sharply thereafter particularly in November. Over the financial year the NAV fell by 8.7%; this was however well ahead of the benchmark index which fell by 16.7%. Both percentages are on a capital only basis. Large caps performed little better with the FTSE100 Index falling by 12.4%. Portfolio performance The portfolio benefited from takeover activity during the year with three holdings, Kiln, Broker Network and MTL Instruments, falling to bids and Expro International indicating that it had received an early stage approach on the last day of the financial year. In absolute terms each of these stocks generated good returns in excess of 35% during the financial year, and collectively accounted for almost 2.5% of our outperformance. We do not buy stocks in anticipation of takeovers; our policy is to invest mainly in growth stocks and these are generally less likely to be taken over. The level of activity in this context is rather unusual. The portfolio has also benefited from strong resources prices; amongst our best performers were Albidon, Encore Oil, Avocet Mining and JKX Oil & Gas. Each of these stocks rose by more than 60% during the year. Albidon is expecting to bring its Munali nickel mine into production by the middle of the year. At current nickel prices the Munali mine, which is located in Zambia, will payback in about a year but has the potential to produce for at least 8 years. Albidon also has some other very interesting licenses around Africa which it has joint ventured with various major mining companies. Encore Oil has licences over a variety of North Sea oil and gas prospects and has had good drilling success. However, the main driver of its share price has been the interest shown in its large offshore gas storage assets. Avocet Mining has been a beneficiary of the strong gold price. Its production is all in Malaysia and Indonesia. It is a relatively low cost producer unlike many of the deep South African gold mines, which have also had to worry more about power availability in recent months. JKX Oil & Gas produces oil and gas in the Ukraine. Volumes and prices are increasing; JKX is benefiting from Russian attempts to increase the price of gas at which Gazprom sells to the Ukraine. Other strong stock performances came from Dechra Pharmaceuticals and London Capital. Dechra, the Company's largest holding, completed the acquisition of VetXX, which gives it a strong European footprint and materially increases its range of licensed veterinary products. The acquisition was well received. Trading from the existing veterinary pharmaceuticals products and distribution businesses remains strong. These factors led to a significant earnings upgrade. London Capital has also seen its earnings increase considerably on the back of its online spreadbetting and foreign exchange activities. Volatility in share markets has been one of the drivers of London Capital's rapid growth. The worst performing sector during the year was real estate. We held an overweight position for most of the year, and the sector holding cost us almost 2% in terms of relative performance. Stocks such as Colliers CRE and O Twelve Estates both fell by more than 60%. We sold part of the holding in the former at much higher prices but have only recently completed the sale of the balance. The most disappointing holding, Jarvis, issued a profit warning several months after a series of highly upbeat site visits. We sold the holding. Activity As markets continued to deteriorate in the latter part of 2007, we decided to reduce the cyclical exposure of the portfolio further. We sold the holding in Euromoney, a business exposed to the financial services sector, which might see a reduction in advertising spend which accounts for a large proportion of its revenue generation. We also sold our holdings in Bodycote, whose heat treatment operations are highly operationally geared and partly exposed to the US automotive sector, and Keller and Galliford Try, both of which are new construction related businesses. As mentioned previously, we have seen a resurgence in mergers and acquisitions activity, with cash bids from trade buyers for several holdings. In each case we have accepted bids or sold the stocks in the market. In recent months we have added holdings which we regard as high quality and well managed, and which should fare well over the next few years. These included Chemring, providers of specialist decoys to protect helicopters and other aircraft and their occupants from missile attack; Great Portland, a major investor in and developer of London West End offices; Helical Bar, a real estate developer with one of the best track records over the long term; and Big Yellow, a leading provider of self storage facilities mainly in South East England. These real estate companies have all been added after sharp share price falls over the last year. We have also selectively added to our resources position with small new holdings in companies such as Nighthawk Energy, Petra Diamonds and Ridge Mining. Nighthawk is an oil and gas exploration company with significant acreage particularly in Utah and Colorado. It has started a drilling program and is hopeful of bringing its gas and potential oil assets into production quickly. Petra is a diamond producer operating in Southern Africa. Ridge is due to bring its Blue Ridge platinum mine into production later this year. At current platinum prices this will generate a lot of cash. Investment strategy and portfolio positioning We are concerned about the prospects for both the UK and US economies in the short term. The sub-prime crisis is impairing the ability and willingness of the banks to lend. The UK consumer, particularly those who are highly indebted, will come under significant pressure. We have very little exposure to UK discretionary spending with less than 1% of the portfolio invested in general retailers and leisure stocks. Arguably the larger holding, Goals Soccer Centres, is unlikely to be materially affected by a general consumer slowdown. Highly indebted companies will also find their bankers less supportive and their credit facilities more expensive. The balance sheets of most of the major holdings are showing net cash balances. We are wary of companies that derive a lot of business from retail and investment banks; this spending may prove to be less reliable than it had been previously. We are also concerned about UK Government spending which has been strong in recent years. We expect more discretionary elements to be challenged and subject to delay or cancellation. Fortunately, there are areas where demand is likely to remain strong. As a general rule we like companies that deliver organic sales growth in the current environment, and can also demonstrate robust pricing power thus indicating the strength of their market position. In terms of themes, we like companies with high levels of emerging markets exposure, resources stocks, defence stocks, and companies with long term contractually committed Government spending. Examples of larger stock positions held in respect of the first theme are Aveva and ITE. Aveva is the globally leading supplier of software used to design, build and maintain large plants such as nuclear and other power stations, oil refineries, and large ships. Demand from the Far East is expected to remain strong as infrastructure projects continue to help these countries develop further. ITE is the leading organiser of trade exhibitions in Russia and the Former Soviet Union. Its results continue to be very strong, and like Aveva it has excellent revenue visibility. It is not unrealistic to expect ITE's revenues to double over the next three to five years. We like a mix of resources companies such as Avocet Mining and Albidon, whose mine we visited in November. Among oil stocks, we focus on those which are expected to show strong production growth. These include Oilexco and Dana Petroleum, both oil producers with big North Sea interests which are generating very strong cash flows at current prices, and companies such as JKX Oil & Gas and Emerald Energy which produce oil and gas in the Ukraine and Colombia respectively. Specialist defence companies are unlikely to face major cutbacks given the many areas of tension in the world today. Holdings include Ultra Electronics, specialists in battlefield IT, Chemring, and Detica, leaders in the provision of counterterrorism IT. Civil aerospace order books are at record levels, driven by new wide bodied aircraft, giving excellent revenue visibility, and benefiting companies such as Senior and Hampson Industries. Mouchel and Connaught are examples of companies supplying the public sector with long term contractually committed services. Mouchel help manage many UK road networks, and Connaught refurbish and maintain UK social housing. Gearing Gearing has been maintained at about 10% of shareholders' funds throughout the year. This is partly because trading news from the portfolio has generally remained good, and also because stock liquidity is poor. We believe many hedge funds operating in the UK smallcap arena will have eliminated their previous net long positions, and long only funds will have built up cash reserves to fund potential redemptions. We would expect these moves to be reversed on a recovery with marginal funds going into better quality midcap and smallcap stocks. Had we reduced gearing we would not have been confident of being able to buy back the stocks we like in markets which may still be thin. Outlook The market has remained volatile in recent weeks. We expect that further bad news relating to the sub-prime crisis will emerge over the coming months and this will feed through into the real economy and company results. Stockmarkets may not take this news in their stride. It is possible that we will see significant further sell-offs before markets bottom out. In this situation, UK smallcap stocks would certainly not be immune. That said, we have structured our portfolio to take account of, and avoid, the main areas of weakness in the world economy. For instance, we have very little exposure to discretionary UK consumer spending. We have reduced our exposure to the UK construction sector; the companies we do hold, such as Kier Group, are very well managed and soundly financed. We have also sold investments that derive the majority of their revenues from the US. Our portfolio is exposed to themes that remain strong. In particular, we have sought to gain good exposure to emerging markets where GDP growth is likely to remain robust despite the weakness in the US economy. This has been achieved by owning holdings in software, engineering, base metals and oil and gas stocks all benefiting from strong emerging market demand. We also like the aerospace and defence sectors where order books are long. We own many other companies with highly predictable, growing revenues ranging from private client fund management companies and companies maintaining the UK's infrastructure of roads, rail and social housing. As a hedge against market volatility we own a few gold producers, in particular Avocet Mining, and London Capital, which benefits from highly volatile stock and commodity markets. The results season for companies with June and December year ends has passed and the outlook statements accompanying results of our portfolio companies have, with a few exceptions, indicated that trading remains sound. This has not stopped share prices falling with the market. The combination of higher earnings and lower share prices has led to a significant derating and valuations are now looking more attractive once again. INCOME STATEMENT for the year ended 29 February 2008 Revenue Revenue Capital Capital return return return return Total Total 2008 2007 2008 2007 2008 2007 Notes £'000 £'000 £'000 £'000 £'000 £'000 (Losses)/gains on investments held at fair value through profit or loss - - (19,451) 48,182 (19,451) 48,182 Income from investments 3 4,467 3,729 - - 4,467 3,729 Other income 3 13 90 - - 13 90 Investment management and 4 performance fees (334) (336) (1,574) (1,649) (1,908) (1,985) Write back of prior years' VAT 4 111 - 518 - 629 - Other operating expenses 5 (303) (299) - - (303) (299) ----- ---- ---- ---- ---- ---- Net return before finance costs and taxation 3,954 3,184 (20,507) 46,533 (16,553) 49,717 Finance costs 6 (410) (360) (1,207) (874) (1,617) (1,234) ----- ---- ---- ---- ---- ---- Return on ordinary activities before taxation 3,544 2,824 (21,714) 45,659 (18,170) 48,483 ----- ----- ------- ------ ------- ------ Taxation on ordinary activities (4) - - - (4) - ----- ----- ------ ------ ------ ------ Return on ordinary activities after taxation 3,540 2,824 (21,714) 45,659 (18,174) 48,483 ===== ===== ======= ====== ====== ====== Return per ordinary share 8 7.16p 5.61p (43.93p) 90.65p (36.77p) 96.26p ===== ===== ======= ====== ====== ====== The total column of this statement represents the Income Statement of the Company. The supplementary revenue and capital return columns are both prepared under guidance published by the Association of Investment Companies. The Company had no recognised gains or losses other than those disclosed in the Income Statement and the Reconciliation of Movements in Shareholders' Funds. All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 29 February 2008 Share Capital Share premium redemption Capital Revenue capital account reserve reserve reserve Total Notes £'000 £'000 £'000 £'000 £'000 £'000 For the year ended 28 February 2007 At 28 February 2006 12,641 38,952 1,839 125,017 4,172 182,621 Return for the year - - - 45,659 2,824 48,483 Shares purchased and cancelled (143) - 143 (1,888) - (1,888) Dividends paid (see (a) below) 7 - - - - (2,356) (2,356) ------ ------ ----- ------- ----- ------- At 28 February 2007 12,498 38,952 1,982 168,788 4,640 226,860 ------ ------ ----- ------- ----- ------- For the year ended 29 February 2008 At 28 February 2007 12,498 38,952 1,982 168,788 4,640 226,860 Return for the year - - - (21,714) 3,540 (18,174) Shares purchased and held in treasury - - - (5,234) - (5,234) Dividends paid (see (b) below) 7 - - - - (2,400) (2,400) ------ ------ ----- ------- ----- ------- At 29 February 2008 12,498 38,952 1,982 141,840 5,780 201,052 ====== ====== ===== ======= ===== ======= (a) Final dividend of 2.83p per share for the year ended 28 February 2006, declared on 28 April 2006 and paid on 13 June 2006 and interim dividend of 1.83p per share for the six months ended 31 August 2006, declared on 9 October 2006 and paid on 6 November 2006. (b) Final dividend of 2.93p per share for the year ended 28 February 2007, declared on 24 April 2007 and paid on 15 June 2007 and interim dividend of 1.89p per share for the six months ended 31 August 2007, declared on 10 October 2007 and paid on 5 November 2007. BALANCE SHEET as at 29 February 2008 2008 2007 £'000 £'000 Fixed assets Investments held at fair value through profit or loss 218,175 249,835 ------- ------- Current assets Debtors 3,282 1,567 Cash 1 - ------- ------- 3,283 1,567 ------- ------- Creditors - amounts falling due within one year (5,615) (9,766) ------- ------- Net current liabilities (2,332) (8,199) ------- ------- Total assets less current liabilities 215,843 241,636 Creditors - amounts falling due after more than one year (14,791) (14,776) ------- ------- Net assets 201,052 226,860 ======= ======= Capital and reserves Share capital 12,498 12,498 Share premium account 38,952 38,952 Capital redemption reserve 1,982 1,982 Capital reserve - realised 107,449 93,551 Capital reserve - unrealised 34,391 75,237 Revenue reserve 5,780 4,640 ------- ------- Total equity shareholders' funds 201,052 226,860 ======= ======= Net asset value per ordinary share 414.46p 453.78p ======= ======= CASH FLOW STATEMENT for the year ended 29 February 2008 2008 2007 Note £'000 £'000 Net cash inflow from operating activities 5(b) 2,395 1,523 ------ ------ Servicing of finance (1,602) (1,219) ------ ------ Capital expenditure and financial investment Purchase of investments (148,029) (136,841) Proceeds from sale of investments 161,381 131,186 ------ ------ Net cash inflow/(outflow) from capital 13,352 (5,655) expenditure and financial investment ------ ------ Equity dividends paid (2,400) (2,356) ------ ------ Net cash inflow/(outflow) before financing 11,745 (7,707) ------ ------ Financing Purchase of ordinary shares (5,234) (1,888) ------ ----- Net cash outflow from financing (5,234) (1,888) ----- ----- Increase/(decrease) in cash in the year 6,511 (9,595) ===== ===== NOTES TO THE PRELIMINARY RESULTS 1. Principal activity The principal activity of the Company is that of an investment trust company within the meaning of section 842 of the Income and Corporation Taxes Act 1988. 2. Accounting policies The policies set out below have been applied consistently throughout the year. (a) Basis of preparation The Company's financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP") and with the Statement of Recommended Practice "Financial Statements of Investment Trusts Companies" ("SORP") reissued in December 2005. All of the Company's operations are of a continuing nature. The Company's financial statements are presented in sterling, which is the currency of the primary economic environment in which the Company operates. All values are rounded to the nearest thousand pounds (£'000) except where otherwise stated. (b) Presentation of Income Statement In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the Association of Investment Companies ("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 266 of the Companies Act 1985, net capital returns may not be distributed by way of dividend. (c) Investments designated as held at fair value through profit or loss The Company's investments are classified as held at fair value through profit or loss in accordance with FRS 26 - Financial Instruments: Recognition and Measurement and are managed and evaluated on a fair value basis in accordance with its investment strategy. All investments are designated upon initial recognition as held at fair value through profit or loss. The sales of assets are recognised at the trade date of the disposal. Proceeds will be measured at fair value, which will be regarded as the proceeds of sale less any transaction costs. The fair value of the financial instruments is based on their quoted bid price at the balance sheet date, without deduction for estimated future selling costs. Unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Association Guidelines. This policy applies to all current and non current asset investments of the Company. Changes in the 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 heading are transaction costs in relation to the purchase or sale of investments. (d) Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business being investment business. (e) Income Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. 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. Fixed returns on non equity securities are recognised on a time apportionment basis. Interest income and expenses are accounted for on an accruals basis. (f) Expenses All expenses are accounted for on an accruals basis. Expenses have been treated as revenue except as follows: - expenses including finance costs which are incidental to the acquisition or disposal of investments are included within the cost of the investments; - the investment management fee has been allocated 75% to capital reserve - realised and 25% to the revenue account in line with the Board's expected long term split of returns, in the form of capital gains and income respectively, from the investment portfolio; - performance fees have been allocated 100% to capital reserve - realised, as performance has been predominantly generated through capital returns of the investment portfolio. (g) Finance costs Finance costs are accounted for on an accruals basis. Finance costs are allocated, insofar as they relate to the financing of the Company's investments, 75% to capital reserve - realised and 25% to the revenue account, in line with the Board's expected long term split of returns, in the form of capital gains and income respectively, from the investment portfolio. (h) Taxation Deferred tax is recognised in respect of all temporary differences 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. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Where expenses are allocated between capital and revenue, any tax relief in respect of the expenses is allocated between capital and revenue returns on the marginal basis using the Company's effective rate of corporation tax for the accounting period. (i) Dividends payable Under FRS 21 final dividends should not be accrued in the financial statements unless they have been approved by shareholders before the balance sheet date. Interim and special dividends should not be accrued in the financial statements unless they have been paid. Dividends payable to equity shareholders are recognised in the Reconciliation of Movements in Shareholders' Funds when they have been approved by shareholders in the case of a final dividend, or paid in the case of an interim dividend, and have become a liability of the Company. (j) Cash and cash equivalents Cash comprises cash in hand and demand deposits. Cash equivalents are short term, highly liquid investments, that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. 3. Income 2008 2007 £'000 £'000 Investment income: UK listed dividends 3,973 3,667 Bond interest - 35 Overseas listed dividends 494 27 ----- ----- 4,467 3,729 ----- ----- Other income: Deposit interest 8 69 Underwriting commission 5 21 ----- ----- 13 90 ----- ----- Total 4,480 3,819 ===== ===== Total income comprises: Dividends 4,467 3,694 Interest - 35 Other income 13 90 ----- ----- 4,480 3,819 ===== ===== 4. Investment management and performance fees 2008 2007 Revenue Capital Revenue Capital return return Total return return Total £'000 £'000 £'000 £'000 £'000 £'000 Investment management fees 305 917 1,222 286 859 1,145 Performance fees - 569 569 - 546 546 VAT 29 88 117 50 244 294 --- ----- ----- --- ----- ----- 334 1,574 1,908 336 1,649 1,985 Write back of prior years' VAT (111) (518) (629) - - - --- ----- ----- --- ----- ----- Total 223 1,056 1,279 336 1,649 1,985 === ===== ===== === ===== ===== The investment management fee is calculated based on 0.65% in respect of the first £50 million of the Company's total assets less current liabilities, reducing to 0.5% thereafter. A performance fee is payable at the rate of 10% of the annualised excess performance in the two previous financial years, applied to the average of the total assets less current liabilities of the Company. The fee is payable annually in April and is capped at 0.25% of the average of the total assets less current liabilities of the Company. The Investment Management Agreement has been amended with effect from 1 September 2007 to reflect the Company's new benchmark. Performance fees have been wholly allocated to capital reserve - realised as the performance has been predominantly generated through capital returns of the investment portfolio. A performance fee of £569,000 is payable to the Investment Manager (2007: £546,000). 5. Other operating activities 2008 2007 £'000 £'000 (a) Operating expenses Auditors' remuneration: - audit services 17 16 - non audit services 6 10 Registrar's fee 20 22 Directors' remuneration 78 91 Other administrative costs 182 160 --- --- 303 299 === === The Company's total expense ratio ("TER"), calculated as a percentage of average net assets and using expenses, excluding 1.0% 1.1% interest costs and VAT written back, after relief for taxation was: £'000 £'000 (b) Reconciliation of net return before finance costs and taxation to net cash flow from operating activities Net return before finance costs and taxation 3,954 3,184 Investment management and performance fees capitalised (1,574) (1,649) VAT refund capitalised 518 - Increase in accrued income (96) (147) Increase in debtors of a revenue nature (629) (8) Increase in creditors 226 143 Overseas withholding tax suffered (4) - ----- ----- Net cash inflow from operating activities 2,395 1,523 ===== ===== 6. Finance Costs 2008 2007 Revenue Capital Revenue Capital return return Total return return Total £'000 £'000 £'000 £'000 £'000 £'000 7.75% Debenture stock interest 290 871 1,161 340 822 1,162 Bank overdraft interest 116 325 441 17 40 57 Amortised Debenture stock issue expenses 4 11 15 3 12 15 --- ----- ----- --- --- ----- 410 1,207 1,617 360 874 1,234 === ===== ===== === === ===== The allocation of finance costs between revenue and capital reflects the level of funds on deposit during the year. It takes into account the fact that such funds on deposit are only capable of earning a revenue return. The remaining finance costs have been allocated in the ratio 75:25 between capital and revenue in line with the Directors' expected long term split of returns from the investment portfolio. 7. Dividends 2008 2007 £'000 £'000 Dividends paid on equity Record date Payment date shares: 2006 final of 2.83p 5 May 2006 13 June 2006 - 1,431 2007 interim of 1.83p 20 October 2006 6 November 2006 - 925 2007 final of 2.93p 4 May 2007 15 June 2007 1,465 - 2008 interim of 1.89p 19 October 2007 5 November 2007 935 - ----- ----- 2,400 2,356 ===== ===== The Directors have proposed a final dividend of 3.01p per share and declared a special dividend of 1.25p per share in respect of the year ended 29 February 2008. The proposed final dividend will be paid, subject to shareholders' approval, on 11 June 2008 to shareholders on the Company's register on 9 May 2008, together with the special dividend. The final dividends have not been included as a liability in these financial statements as final dividends are only recognised in the financial statements when they have been approved by shareholders, or in the case of special dividends, recognised when paid to shareholders. The total dividends payable in respect of the year which form the basis of determining retained income for the purposes of section 842 of the Income and Corporation Taxes Act 1988 and section 266 of the Companies Act 1985, as amended, and the amounts proposed meet the relevant requirements as set out in this legislation. 2008 2007 £'000 £'000 Dividends paid or proposed on equity shares: Interim paid 1.89p (2007: 1.83p) 935 925 Final proposed of 3.01p* (2007: 2.93p) 1,460 1,465 Declared special dividend of 1.25p* (2007: nil) 607 - ----- ----- 3,002 2,390 ===== ===== *Based on 48,509,708 ordinary shares in issue on 25 April 2008. 8. Return per ordinary share Revenue and capital returns per share are shown below and have been calculated using the following: 2008 2007 Net revenue return attributable to ordinary shareholders (£'000) 3,540 2,824 Net capital return attributable to ordinary shareholders (£'000) (21,714) 45,659 -------- ------- Total return (£'000) (18,174) 48,483 -------- ------- Equity shareholders' funds (£'000) 201,052 226,860 -------- ------- The weighted average number of ordinary shares in issue during each year, on which the return per ordinary share was calculated, was: 49,421,723 50,365,660 The actual number of ordinary shares in issue at the end of each year, on which the net asset value was calculated, was: 48,509,708 49,993,523 2008 2007 Revenue Capital Revenue Capital return return Total return return Total p p p p p p Return per share Calculated on weighted average number of shares 7.16 (43.93) (36.77) 5.61 90.65 96.26 Calculated on actual number of shares 7.30 (44.76) (37.46) 5.65 91.33 96.98 ---- ---- ------ ---- ---- ------ Net asset value per share - - 414.46 - - 453.78 ==== ==== ====== ==== ==== ====== 9. Publication of non-statutory accounts The financial information contained in this preliminary statement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The figures set out above have been reported upon by the auditor. The comparative figures are extracts from the audited financial statements of BlackRock Smaller Companies Trust plc for the year ended 28 February 2007, which have been filed with the Registrar of Companies. The report of the auditor for the years ended 28 February 2007 and 29 February 2008 contain no qualification or statement under section 237(2) or (3) of the Companies Act 1985. The 2008 annual report will be filed with the Registrar of Companies after the Annual General Meeting. Copies of the annual report will be sent to members shortly and will be available from The Company Secretary, BlackRock Smaller Companies Trust plc, 33 King William Street, London EC4R 9AS. This report will also be available on the BlackRock Investment Manager's website at www.blackrock.co.uk/its. The Annual General Meeting of the Company will be held at 33 King William Street, London EC4R 9AS on 4 June 2008 at 10:30 a.m. 28 April 2008 33 King William Street London EC4R 9AS END
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