Final Results

23 April 2009 BLACKROCK SMALLER COMPANIES TRUST plc Annual results announcement for the year ended 28 February 2009 CHAIRMAN'S STATEMENT Review of the year to 28 February 2009 This is the most difficult statement I have had to write to shareholders given the loss in value over the last twelve months. It is only of small comfort to the Board and shareholders that the loss is less severe than the fall in the Company's benchmark index. The second half of the year was dominated by rapidly worsening conditions in financial markets and the global economy, giving rise to one of the most challenging environments for investors in history. Despite co-ordinated action from governments and central banks around the world to stabilise the global financial system, the availability of credit remained massively impaired. With increased investor uncertainty and escalating risk aversion, and a lack of liquidity, the UK equity market experienced unprecedented levels of market volatility during the year. Smaller capitalisation stocks fared particularly badly and the Company's benchmark, the Hoare Govett Smaller Companies plus AIM (excluding Investment Companies) Index, closed down 48.3% in the year. The Company's net asset value fell by 45.1% and the share price declined by 47.9%. The market environment was not an easy one for our Investment Manager and focus continued on stocks with little or no exposure to the UK high street due to the high levels of consumer debt, and on good quality growth companies with recurring revenues and strong management with a proven track record. Earnings and dividends The Company's revenue return per share for the year remained at a high level and amounted to 7.21p compared with 7.16p for the previous year. Dividend contributions continued to be strong in many of our portfolio holdings, although the outlook for dividends in the current year is uncertain. The Directors are recommending the payment of a final dividend of 3.10p (2008: 3.01p). The Board has also declared a special dividend of 0.70p per share. This, together with the interim dividend of 1.95p per share, makes a total for the year of 5.75p (2008: 6.15p). The dividend will be payable on 24 June 2009 to shareholders on the register on 5 June 2009; the ex dividend date is 3 June 2009. 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 £13.5 million to £22.7 million over the year. Currently, net borrowings stand at £14.4 million, 11.6% of shareholders' funds. The use of gearing in the year has had a negative impact on performance. Discount and share buy backs The Company's discount to net asset value widened during the year, reflecting the extremely difficult market conditions. In the year to 28 February 2009, the discount ranged from 14.1% to 36.3% and the Company bought back and placed in treasury a total of 14,916 shares at an average price of 150.33p per share and an average discount to net asset value of 35.8%. Since the year end, a further 300,000 shares have been purchased and placed in treasury. Share buy back activity in general had reduced during 2008, compared to 2007. The Board will be seeking renewal of its authority to buy back shares at the forthcoming Annual General Meeting. The primary purpose of any buy back would be to enhance the net asset value for continuing shareholders. Annual General Meeting The Annual General Meeting of the Company will take place at BlackRock's offices at 33 King William Street, London on Wednesday, 17 June 2009 at 10.30 a.m. The Investment Manager will give a presentation on the Company's progress and both the Directors and the Investment Manager look forward to meeting shareholders informally after the meeting. Outlook Recessionary pressures look set to prevail throughout 2009. There is still a risk that the banks do not lend adequately and consumers and companies are obliged to cut back their debt levels further. If this happens, we must expect a more protracted recession. On a more positive note, central banks have pared interest rates to record levels and in the UK and the USA are creating liquidity to stimulate a recovery. In addition, with the fall in equity prices, our Managers are identifying many stocks at attractive valuations. For this reason, excellent opportunities will arise for us to continue investing in good quality companies with growth potential, supported by strong balance sheets. We believe that investment in such companies will be rewarded in the longer term. MANAGEMENT REPORT AND RESPONSIBILITY STATEMENT Principal risks The key risks faced by the Company are set out below. The Board regularly reviews and agrees policies for managing each risk, as summarised below. - Performance risk - The Board is responsible for deciding the investment strategy to fulfil the Company's objectives and monitoring the performance of the Investment Manager. An inappropriate strategy may lead to underperformance against the benchmark index. To manage this risk the Investment Manager provides an explanation of significant stock selection decisions and the rationale for the composition of the investment portfolio. The Board monitors and mandates an adequate spread of investments, in order to minimise the risks associated with factors specific to particular sectors and based on the diversification requirements inherent in the Company's investment policy. The Board also receives reports showing an analysis of the Company's performance against the benchmark. - Income/dividend risk - The amount of dividends and future dividend growth will depend on the Company's underlying portfolio. Any change in the tax treatment of the dividends or interest received by the Company may reduce the level of dividends received by shareholders. The Board monitors this risk through the receipt of detailed income forecasts and considers the level of income at each meeting. - Regulatory risk - The Company operates as an investment trust in accordance with section 842 of the ICTA 1988. As such the Company is exempt from capital gains tax on the profits realised from the sale of its investments. The Investment Manager monitors investment movements, the level and type of forecast income and expenditure and the amount of proposed dividends to ensure that the provisions of section 842 are not breached and the results are reported to the Board. - Operational risk - In common with most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by third parties and is dependent on the control systems of the Investment Manager and the Company's other service providers. The security, for example, of the Company's assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements, depend on the effective operation of these systems. These are regularly tested and monitored and an internal control report, which includes an assessment of risks together with procedures to mitigate such risks, is prepared by the Investment Manager and reviewed by the Audit Committee twice a year. The custodian and the Investment Manager also produce annual internal control reports which are reviewed by their respective auditors and give assurance regarding the effective operation of controls. - Financial risks - The Company's investment activities expose it to a variety of financial risks that include market price risk, currency risk, interest rate risk, liquidity risk and credit risk. Further details are disclosed in the annual report, together with a summary of the policies for managing these risks. Related party transactions The Investment Manager is regarded as a related party and details of the investment management fees payable are set out in note 4. Statement of Directors' Responsibilities The Directors confirm to the best of their knowledge that: - the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and - the management report includes a fair view of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces. For and on behalf of the Board of Directors Richard Brewster Chairman 23 April 2009 INVESTMENT MANAGER'S REPORT Market review and overall investment performance The last year has been an unprecedented one for stock markets and the Company. During the first half of the Company's year, the NAV fell by 4.7% and the benchmark by 14.0%. Markets had fallen sharply in July, but then slumped in September and October, which were unusually savage months. At the macro level, initially the focus was the banking system with various household names in the US and UK failing, most particularly Lehman Brothers, and others being wholly or partially nationalised, or being forced into hastily agreed takeovers. Most Western banks had become overleveraged by historical standards and the quality of their assets, especially mortgage backed securities and similar debt instruments, began to look highly dubious as real estate prices began to fall sharply. The interbank lending market virtually ground to a halt, and as banks struggled to reduce gearing, credit availability became very limited. Worries then extended to the global economy; data was published that showed the UK, US and some other developed economies had seen a fall in GDP in the third calendar quarter of 2008. It also became clear that emerging markets had not decoupled and their GDP growth was also slowing rapidly. Even countries such as China began to see slowing growth and rising unemployment. Resources prices fell sharply as demand slowed, with the oil price falling more than US$100 a barrel from its May peak, and dramatic falls also being seen in the price of base metals. Governments responded aggressively not only by rescuing the banking system, but also by aggressive interest rate cuts, increasing public spending and reducing taxes. The extent of support to the economic system in the US has been unprecedented. Even in the UK, our relatively cautious Monetary Policy Committee has not only cut interest rates virtually to zero, but now embarked on a programme of `quantitative easing' designed to pump more liquidity into the economy quickly. In the second half of the year, the Company's portfolio suffered in line with markets and sadly experienced a large and very sharp fall in its net asset value per share. During the six month period, the NAV per share fell by 42.4% and the benchmark by 39.9%. We maintained our usual 10% gearing stance which we regard as our neutral level; this had not proved too costly over the previous eighteen months, but accounted for all of the underperformance in the second half. We did not expect the large and rapid falls in small and midcap stocks which we experienced in September and October last year. Had we done so, we would have sold equities and built up cash to neutralise the Company's long term debenture. Portfolio performance Over the full year, the Company's NAV per share fell by 45.1% and the benchmark by 48.3%. The FTSE 100 Index, by contrast, fell by 34.9%; it is probably not surprising to see smaller companies underperforming at the onset of a serious recession. We started the year with a neutral gearing position of 10%; with the falls in markets in the autumn the gearing level briefly reached 14% before we raised some cash, but gearing stayed above 10% throughout the remainder of the financial year. With the benchmark falling by 48.3%, the impact of being this highly geared throughout the year was to reduce relative performance by about 4.8%. Of the major sectors represented in our benchmark, largest falls were seen in the mining and real estate sectors with sector falls of 71.9% and 66.5%, respectively. Within these sectors we had some very disappointing performers, notably Albidon and International FerroMetals. Albidon brought its Munali nickel mine into production within a few months of schedule but suffered badly due to sharply lower nickel prices and the inevitable teething issues facing any mining company bringing a new mine into production, both of which led to a shortage of cash. International FerroMetals suffered on collapsing demand for ferrochrome but has remained cash rich. On average we were slightly overweight in the sector during the year, although for several months now we have had an underweight position. We held an underweight position in the real estate sector throughout the financial year and this proved to be our most successful sector call during the period. The best performing larger sector in our benchmark was non-life assurance, the only sector to rise during the financial year; it rose by 7.1%. The sector did so well because the soft insurance market which had been in place was brought to an end, firstly, by the larger than expected claims arising from hurricane Ike, and secondly, by the failure of AIG. AIG had been a major insurer in many markets in which the Lloyd's of London underwriters are active. Our exposure to this sector was fairly modest; it was our worst performing sector contributing underperformance of 1.7%. We do however have a holding in Hardy Underwriting and this was one of our best performers finishing up 19.3% over the financial year. Hardy Underwriting is a relatively small specialist insurer and reinsurer operating within Lloyd's of London and believes it has an unparalleled record of profitability over more than 30 years and has never made an underwriting loss. The company has a very prudent investment policy of essentially not taking any risk with its investment book; this approach has been relatively rare amongst its peer group at Lloyd's. Software and computer services, aerospace & defence, and general retailers all performed relatively well with sector falls of 22.8%, 31.3% and 34.3%, respectively. The first two sectors were our biggest overweight sectors and so generated strong relative performance. From a stock point of view particularly solid performances came from Fidessa, a world leading supplier of multi-asset trading software and market information, which continues to grow strongly despite supplying a challenged customer base of banks and fund management groups, and Axon and Detica, both of which were bid for during the year. Leading aerospace holdings were defence companies Chemring, the world's leading producer of expendable decoy countermeasures for protecting air, sea and land platforms against guided missile threats, and Ultra Electronics which supplies complex electronic and electromechanical systems used mainly by the military services. We were surprised that retailing shares held up so well given the weak UK consumer backdrop, and had virtually no investment in the sector until late in the financial year. Other than those stocks already mentioned we had strongly positive contributions from Dechra Pharmaceuticals, Emerald Energy and Abcam, all of whose shares rose during the financial year. Dechra develop and supply drugs used by vets to treat companion animals; this is a fairly economically insensitive business since pet owners want to look after their dogs and cats. Dechra has now received full FDA approval to market its key drug Vetoryl in the US, and it has now been launched. Emerald Energy shares rose 79.5% over the financial year as it brought onstream its Khurbet East field in Syria; the potential for this field and adjoining acreage owned by Emerald Energy is significant. Its production in Colombia also continues to grow following recent drilling successes. Abcam produce and distribute a wide range of research-grade antibodies. In January, Abcam's trading update indicated that profits for its full year are likely to be materially ahead of market expectations; the year does not end until 30 June 2009. The company remains confident in the prospects for continued growth and should be reasonably resilient to any downturn. Abcam's shares ended up 61.2% over the financial year. Core holdings, Spirax-Sarco Engineering, Rathbone Brothers, Mouchel Group, Connaught, Brewin Dolphin and London Capital all performed well during the financial year, even though their share prices did fall. Poorly performing holdings during the year were Hyder Consulting, Encore Oil, White Young Green and Gooch & Housego. The latter two holdings suffered due to a combination of weaker trading, relatively high debt levels and modest share liquidity. Encore Oil failed to demonstrate the technical viability of its huge subsea potential gas storage project. Hyder derives a significant proportion of its profits from the Middle East where it has operated across the region for many years. With the Dubai property market coming to an abrupt halt there has been a read across to Hyder but the shares are already inexpensive. Activity Whilst we saw considerable mergers and acquisitions activity in the early part of the financial year, leading to the takeover of both Axon and Detica, acquisition activity has been very modest in recent months. When the world economy has stabilised we expect to see overseas corporates bargain hunting for good quality UK companies; the strength of the US dollar relative to the pound makes this potentially an excellent time for US companies to pounce. Our core holdings in the year have not changed materially; these are well managed market leading companies which are well differentiated from competitors, protected by effective barriers to entry, have real pricing power and can demonstrate clear records of earnings growth and cash generation giving them strong balance sheets. Most of our large holdings meet our criteria for core holdings. Sadly these attributes have not fully protected these companies in such a harsh downturn, some have seen their earnings downgraded and most have been derated. More recently we have been looking to increase exposure to early cyclical companies, many of which are consumer facing. Towards the end of 2008 we bought small positions in Savills and Mothercare. More recently we have started holdings in a number of consumer related companies: Asos, Burberry, Greene King, Halfords, Persimmon and William Hill. All of these companies are leading players in their markets. Burberry, Persimmon and William Hill are all good examples of larger companies which have been derated, and should be good recovery stocks in due course. We also added a holding in Charter, an engineering group which through its welding supplies division benefits from high steel consumption. Clearly steel consumption has fallen recently, but so too has Charter's share price; whilst it awaits recovery it has a very strong cash rich balance sheet. Gearing The Company has in issue a £15 million 7.75% debenture maturing in 2022. The logic for issuing the debenture, more than ten years ago, was that over the long term equity markets rise and an element of structural gearing is appropriate to obtain additional performance. Having the £15 million debenture fully invested in equities from spring 2003 to summer 2007 was clearly beneficial, with annual returns running in excess of 20% compared to a coupon on the debenture of 7.75%. However, since worries over the stability of the banking system emerged in the summer of 2007, markets have fallen and with hindsight we could have reduced effective gearing by raising cash but timing such moves is always difficult especially with smaller companies where liquidity can, and has been, poor. Even if we had successfully implemented a reduction in gearing, we would have faced the challenge of when to re-introduce it. In addition to the debenture, the Company has an overdraft facility, part of which was used during the summer of 2008. Our approach in recent months has been to avoid using the overdraft facility and to maintain about £13 million of the debenture invested in equities. This has resulted in effective gearing of 11% to 14% in recent months. Whilst this is higher than our neutral gearing level it should be borne in mind that many of our larger holdings have net cash on their balance sheets and few large holdings have material debt. Additionally, markets fell by more than 50% from peak levels, and taking a medium term view, this should be a reasonable time to have gearing. However, it remains possible that markets could fall materially further, particularly after the strong rally of the last several weeks. We are unlikely to use much of our overdraft facility until such time as we are convinced that the global economy is showing what we believe to be sustainable signs of recovery. Portfolio positioning We are focused mainly on good quality growth companies which meet our criteria for core holdings. We have also favoured more liquid stocks. Despite this naturally cautious approach, trading prospects are now far more difficult to assess for many companies given the rapid fall off of GDP growth in many countries. Even for some of the strongest companies, earnings forecasts for 2009 and 2010 may still be too high. Usually the market has anticipated an earnings downgrade, although when they do materialise it is rare for this to go unpunished. From a sector point of view we are most overweight aerospace & defence, software & computer services, and health care equipment & services. Within the defence sector, in addition to our large holdings in Ultra Electronics and Chemring, we have a position in Qinetiq which has much interesting defence related technology and is growing particularly fast in the US. Our largest software positions are in companies with strong or leading global market positions; Aveva in industrial plant design and maintenance, Fidessa in securities trading, and SDL in language translation. Our health care holdings are Caretech, which provides long term residential care to people needing constant attention, Consort Medical, a supplier of drug delivery systems for the pharmaceutical industry and disposable breathing products used in hospitals, Synergy Health, which delivers a linen cleaning and surgical instrument sterilisation to health care providers, and Care UK which carries out surgical operations and provides residential and domiciliary care services. Our exposure to non aerospace and defence industrials has been reduced over the last six months but we remain overweight. Our industrials exposure is to engineering companies selling worldwide but with a high proportion of emerging market sales; holdings include Rotork and Spirax-Sarco Engineering. We believe that when world economies recover, Asian economies in particular will resume their secular growth, and we are therefore very keen to retain exposure to companies which have strong sales into these Asian economies. Slowing emerging markets growth has also impacted the resources sectors. We have small underweight positions in these sectors. We maintain a significant underweight position in UK discretionary consumer related sectors especially travel & leisure and general retailers, although these positions have been reduced by recent buying. We have carried out a rough exercise to estimate the proportion of the portfolio's sales by destination. This indicates that fractionally over half of our portfolio sales are into the UK economy, with the balance being split almost equally between Western Europe excluding the UK, North America, and Asia Pacific and other Emerging Markets. Outlook Markets remain highly volatile; most recently we have experienced a sharp rally, but it is probably too soon to assess whether it is sustainable. It is hard to feel positive about the state of the global economy. However, central banks and world political leaders have shown considerable determination to address the economic and financial problems being faced. There have been early signs of stabilisation in some US and Asian economic indicators. In the UK, we are now in the fourth quarter of a recession and typically recessions last for about six quarters. This recession however is clearly deeper and more global than any we have experienced for many decades. Historically, stock markets have tended to bottom in the first half of recessions and recovery is anticipated a few quarters ahead. If the past is repeated, this could point to better times ahead later in 2009 or early in 2010. In the meantime, we should expect continued volatility. In recent weeks recovery stocks have performed very strongly. Whilst we have increased investment in recovery stocks, our portfolio positioning remains mostly defensive. In the short term this has led to underperformance of our benchmark index, which may continue whilst recovery stocks outperform. Our portfolio is in good shape, but it is inevitable we will experience further earnings downgrades and profit warnings. We expect the market to be more prepared to look through these provided the companies concerned are well funded. This is a much better time to build holdings in good quality UK smaller companies than two years ago, but a medium term view is still essential. Valuations are more compelling than for many years. Mike Prentis BlackRock Investment Management (UK) Limited 23 April 2009 Top 50 Holdings Company Market % of Prospective Business activity value £ total PE Ratio* '000 portfolio Dechra 3,827 3.1 16.1 Development, manufacture Pharmaceuticals and supply of veterinary products Ultra Electronics 3,533 2.8 12.7 Design and supply of Holdings electronic products to the aerospace and defence sector Rathbone Brothers 3,354 2.7 13.3 Private client fund management Fidessa Group 3,353 2.7 14.9 Development and marketing of financial trading and connectivity software Chemring Group 3,197 2.6 9.9 Manufacture and supply of defence decoy countermeasures and energetic materials Mouchel Group 3,093 2.5 9.6 Provision of road, rail and other infrastructure services Brewin Dolphin 2,856 2.3 11.2 Fund management and stock Holdings broking Connaught 2,675 2.2 14.2 Services to improve the quality of social housing Victrex 2,655 2.1 16.9 Manufacture and supply of PEEK thermoplastic London Capital 2,604 2.1 11.4 Provision of online spread Group Holdings betting and foreign exchange trading Emerald Energy 2,476 2.0 9.6 Exploration and production of oil and gas Rotork 2,216 1.8 12.5 Engineering, manufacturing and design of valve actuators Aveva Group 2,114 1.7 7.2 Development and marketing of engineering computer software Alternative 2,093 1.7 8.9 Provision of mobile and Networks fixed line telecom solutions to business users Abcam 2,033 1.6 18.0 Production and distribution of research grade anti- bodies and associated products Domino Printing 1,972 1.6 8.1 Manufacture of inkjet and Sciences laser commercial printers Spirax-Sarco 1,836 1.5 9.9 Design and manufacture of Engineering steam management systems Babcock 1,800 1.5 10.6 Provision of engineering International support services Group BSS Group 1,783 1.4 7.7 Distribution of heating, plumbing, process control and pipeline equipment Caretech Holdings 1,776 1.4 12.9 Provision of care and housing for people with learning and physical disabilities SDL 1,743 1.4 11.2 Supply of multilingual translation software and translation services Hardy 1,571 1.3 5.2 Provision of specialist Underwriting insurance Kier Group 1,563 1.3 8.6 House building, construction and project management Chloride Group 1,544 1.2 10.3 Design and manufacture of uninterruptable power solutions City Of London 1,524 1.2 8.4 Management of investment Investment Group funds primarily invested in emerging markets Chaucer Holdings 1,452 1.2 8.0 Provision of insurance services Rensburg 1,432 1.1 7.1 Private client fund Sheppards management Consort Medical 1,432 1.1 9.2 Design and manufacture of speciality medical equipment BATM Advanced 1,430 1.1 5.9 Development and production Communciations of data and telecommunication products Synergy 1,404 1.1 9.5 Provision of medical and Healthcare health related support services Micro Focus 1,305 1.1 9.8 Provision of software International solutions Care UK 1,263 1.0 8.5 Provision of health and social care to the elderly, disabled and unwell ITE Group 1,254 1.0 3.9 Organisation of exhibitions in emerging markets Hill & Smith 1,214 1.0 4.2 Manufacture and hire of Holdings steel road barriers and related products and services Keller Group 1,186 1.0 6.5 Provision of solutions for ground engineering projects and refurbishment solutions Xchanging 1,155 0.9 13.2 Provision of outsourcing services for the insurance and financial markets Premier Oil 1,150 0.9 6.9 Exploration and production of oil and gas Bellway 1,131 0.9 29.3 House building Paypoint 1,130 0.9 10.3 Supply of convenient cash payment and money transfer solutions WSP Group 1,078 0.9 4.2 Provision of engineering design, planning and project management consultancy services JKX Oil & Gas 1,056 0.9 4.1 Exploration and production of oil and gas RM 987 0.8 12.2 Provision of educational products and services to schools and government education departments Charter 927 0.8 6.5 Design and manufacture of International equipment for welding and air and gas handling Fisher (James) & 924 0.7 8.1 Provision of services to Sons the marine market Qinetiq Group 915 0.7 8.7 Provision of research, technical advice, technology solutions and services to customers in core markets of defence and security Next Fifteen 912 0.7 5.5 Provision of public and Communications press communications Kewill Systems 911 0.7 4.5 Provision of computer software and services Derwent London 907 0.7 13.6 Property investment in central London offices Hargreaves 866 0.7 8.0 Provision of haulage Services services, waste transportation, mining, processing and coke manufacturing Avocet Mining 810 0.7 12.5 Gold mining, mineral processing and exploration 50 Largest 87,422 70.3 Investments Remaining 37,007 29.7 Investments ------- ----- TOTAL 124,429 100.0 ------- ----- *Prospective PE ratio derived using March 2009 analyst estimates. Disclosure of the Company's smaller holdings would be unlikely to add materially to the shareholder's understanding of the Company's portfolio structure and priority investment themes, hence only the fifty largest investments have been disclosed. Comparatives for Ten Largest Investments Company 2008 Market 2008 % of total value£'000 portfolio Dechra Pharmaceuticals 5,172 2.4 Ultra Electronic Holdings 4,500 2.1 Rathbone Brothers 4,133 1.9 Fidessa Group 3,051 1.4 Chemring Group 3,483 1.6 Mouchel Group 3,722 1.7 Brewin Dolphin Holdings 4,412 2.0 Connaught 3,464 1.6 Victrex 4,659 2.1 London Capital Group Holdings 3,273 1.5 Distribution of Investments as at 28 February 2009 Sector % of total portfolio Oil & Gas Producers 5.7 Oil Equipment, Services & Distribution 1.1 ----- Oil & Gas 6.8 ----- Mining 3.0 Chemicals 2.8 Industrial Metals 0.3 ----- Basic Materials 6.1 ----- Support Services 13.6 Aerospace & Defence 8.2 Industrial Engineering 6.1 Electronic & Electrical Equipment 3.8 Construction & Materials 2.0 Automobiles & Parts 1.6 Industrial Transportation 0.8 General Industrials 0.1 ----- Industrials 36.2 ----- Household Goods 1.7 Food Producers 0.6 Personal Goods 0.5 ----- Consumer Goods 2.8 ----- Health Care Equipment & Services 4.7 Pharmaceuticals & Biotechnology 3.0 ----- Health Care 7.7 ----- Media 2.5 General Retailers 1.8 Travel & Leisure 1.6 ----- Consumer Services 5.9 ----- Fixed-Line Telecommunications 1.7 Electricity 0.5 ----- Telecommunications & Utilities 2.2 ----- Software & Computer Services 11.2 Technology Hardware & Equipment 1.8 ----- Technology 13.0 ----- General Financial 11.1 Non-life Insurance 4.3 Real Estate 3.7 Equity Investment Instruments 0.2 ----- Financials 19.3 ----- Total 100.0 ----- INCOME STATEMENT for the year ended 28 February 2009 Revenue Revenue Capital Capital Total Total 2009 2008 2009 2008 2009 2008 Notes £'000 £'000 £'000 £'000 £'000 £'000 Losses on investments held at fair value through profit or loss - - (89,186) (19,451) (89,186) (19,451) Income from investments 3 4,320 4,467 - - 4,320 4,467 Other income 3 20 13 - - 20 13 Investment management and performance fees 4 (233) (334) (1,125) (1,574) (1,358) (1,908) Write back of prior years' VAT 4 - 111 - 518 - 629 Other operating expenses 5 (273) (303) - - (273) (303) ----- ----- ------ ------ ------ ------ Net return before finance costs and taxation 3,834 3,954 (90,311) (20,507) (86,477) (16,553) Finance costs 6 (329) (410) (940) (1,207) (1,269) (1,617) ----- ----- ------ ------ ------ ------ Return on ordinary activities before taxation 3,505 3,544 (91,251) (21,714) (87,746) (18,170) ----- ----- ------ ------ ------ ------ Taxation on ordinary activities (6) (4) - - (6) (4) ------- ------- --------- --------- --------- --------- Return on ordinary activities after taxation 3,499 3,540 (91,251) (21,714) (87,752) (18,174) ===== ===== ======= ====== ======= ====== Return per ordinary share 8 7.21p 7.16p (188.12p) (43.93p) (180.91p) (36.77p) ===== ===== ======= ====== ======= ====== The total column of this statement represents the Income Statement of the Company. The supplementary revenue and capital 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 28 February 2009 Share Capital Share premium redemption Capital Revenue capital account reserve reserves reserve Total £'000 £'000 £'000 £'000 £'000 £'000 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 (a) below) - - - - (2,400) (2,400) ------ ------ ----- ------- ----- ------- At 29 February 2008 12,498 38,952 1,982 141,840 5,780 201,052 ------ ------ ----- ------- ----- ------- For the year ended 28 February 2009 At 29 February 2008 12,498 38,952 1,982 141,840 5,780 201,052 Return for the year - - - (91,251) 3,499 (87,752) Shares purchased and held in treasury - - - (23) - (23) Dividends paid (see (b) below) - - - - (3,012) (3,012) ------ ------ ----- ------- ----- ------- At 28 February 2009 12,498 38,952 1,982 50,566 6,267 110,265 ====== ====== ===== ====== ===== ======= a. 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. b. Final dividend of 3.01p per share and a special dividend of 1.25p per share for the year ended 29 February 2008, declared on 28 April 2008 and paid on 11 June 2008 and interim dividend of 1.95p per share for the six months ended 31 August 2008, declared on 9 October 2008 and paid on 3 November 2008. BALANCE SHEET as at 28 February 2009 2009 2008 £'000 £'000 Fixed assets Investments held at fair value through profit or loss 124,429 218,175 ------- ------- Current assets Debtors 1,202 3,282 Cash 1,271 1 ------- ------- 2,473 3,283 ------- ------- Creditors - amounts falling due within one year (1,831) (5,615) ------- ------- Net current assets/(liabilities) 642 (2,332) ------- ------- Total assets less current liabilities 125,071 215,843 Creditors - amounts falling due after more than one year (14,806) (14,791) ------- ------- Net assets 110,265 201,052 ======= ======= Capital and reserves Share capital 12,498 12,498 Share premium account 38,952 38,952 Capital redemption reserve 1,982 1,982 Capital reserves 50,566 141,840 Revenue reserve 6,267 5,780 ------- ------- Total equity shareholders' funds 110,265 201,052 ======= ======= Net asset value per ordinary share 227.37p 414.46p ======= ======= CASH FLOW STATEMENT for the year ended 28 February 2009 2009 2008 Note £'000 £'000 Net cash inflow from operating activities 5(b) 2,364 2,395 ----- ----- Servicing of finance (1,257) (1,602) ----- ----- Capital expenditure and financial investment Purchase of investments (87,032) (148,029) Proceeds from sale of investments 91,102 161,381 ------ ------- Net cash inflow from capital expenditure and financial investment 4,070 13,352 ------ ------- Equity dividends paid (3,012) (2,400) ------ ------- Net cash inflow before financing 2,165 11,745 ------ ------- Financing Purchase of ordinary shares (23) (5,234) ------ ------- Net cash outflow from financing (23) (5,234) ------ ------- Increase in cash in the year 2,142 6,511 ===== ===== NOTES TO THE ANNUAL RESULTS ANNOUNCEMENT 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. Basis of preparation The Company's financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, in accordance with the Companies Act 1985, UK Generally Accepted Accounting Practice ("UK GAAP") and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" ("SORP" dated January 2003 and revised in December 2005 and January 2009). The principal accounting policies adopted by the Company are as in the Company's financial statements for the year ended 29 February 2008. 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. 3. Income 2009 2008 £'000 £'000 Investment income: UK listed dividends 3,815 3,973 Overseas listed dividends 505 494 ----- ----- 4,320 4,467 ----- ----- Other income: Deposit interest 16 8 Underwriting commission 4 5 ----- ----- 20 13 ----- ----- Total 4,340 4,480 ===== ===== Total income comprises: Dividends 4,320 4,467 Other income 20 13 ----- ----- 4,340 4,480 ===== ===== 4. Investment management and performance fees 2009 2008 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment management fees 233 698 931 305 917 1,222 Performance fees - 427 427 - 569 569 VAT - - - 29 88 117 --- ----- ----- --- ----- ----- 233 1,125 1,358 334 1,574 1,908 Write back of prior years' VAT - - - (111) (518) (629) --- ----- ----- --- ----- ----- Total 233 1,125 1,358 223 1,056 1,279 === ===== ===== === ===== ===== 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 0.50% 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. Performance fees have been wholly allocated to capital reserves as the performance has been predominantly generated through capital returns of the investment portfolio. A performance fee of £427,000 is accrued for the year ended 28 February 2009 (2008: £569,000). 5. Operating activities 2009 2008 £'000 £'000 (a) Other operating expenses Auditors' remuneration: - audit services 14 17 - non audit services 6 6 Registrar's fee 19 20 Directors' remuneration 94 78 Other administrative costs 140 182 --- --- 273 303 === === The Company's total expense ratio ("TER"), calculated as a percentage of average net assets and using expenses, excluding performance fees, interest costs and VAT written back, after relief for taxation was: 0.8% 0.7% £'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 3,834 3,954 Investment management and performance fees (1,125) (1,574) capitalised VAT refund capitalised - 518 Decrease/(increase) in accrued income 102 (96) Increase in debtors - (629) (Decrease)/increase in creditors (434) 226 Income tax suffered (7) - Overseas withholding tax suffered (6) (4) ----- ----- Net cash inflow from operating activities 2,364 2,395 ===== ===== 6. Finance Costs 2009 2008 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 7.75% debenture stock interest 290 870 1,160 290 871 1,161 Bank overdraft interest 35 59 94 116 325 441 Amortised debenture stock issue expenses 4 11 15 4 11 15 --- --- ----- --- ----- ----- 329 940 1,269 410 1,207 1,617 === === ===== === ===== ===== 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 2009 2008 £'000 £'000 Dividends paid on equity Record date Payment date shares: 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 2008 final of 3.01p 9 May 2008 11 June 2008 1,460 - 2008 special of 1.25p 9 May 2008 11 June 2008 607 - 2009 interim of 1.95p 17 October 2008 3 November 2008 945 - ----- ----- 3,012 2,400 ===== ===== The Directors have proposed a final dividend of 3.10p per share and declared a special dividend of 0.70p per share in respect of the year ended 28 February 2009. The proposed final dividend will be paid, subject to shareholders' approval, on 24 June 2009 to shareholders on the Company's register on 5 June 2009, 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 833 of the Companies Act 2006, and the amounts proposed, meet the relevant requirements as set out in this legislation. 2009 2008 £'000 £'000 Dividends paid or proposed on equity shares: Interim paid 1.95p (2008: 1.89p) 945 935 Final proposed of 3.10p* (2008: 3.01p) 1,494 1,460 Special dividend of 0.70p (2008: 1.25p) 337 607 ----- ----- 2,776 3,002 ===== ===== *Based on 48,194,792 ordinary shares in issue on 22 April 2009. 8. Return per ordinary share Revenue and capital returns per share are shown below and have been calculated using the following: 2009 2008 Net revenue return attributable to ordinary shareholders (£'000) 3,499 3,540 Net capital return attributable to ordinary shareholders (£'000) (91,251) (21,714) ------- ------- Total return (£'000) (87,752) (18,174) ------- ------- Equity shareholders' funds (£'000) 110,265 201,052 ------- ------- The weighted average number of ordinary shares in 48,506,488 49,421,723 issue during each year, on which the return per ordinary share was calculated, was: The actual number of ordinary shares in issue at the 48,494,792 48,509,708 end of each year, on which the net asset value was calculated, was: 2009 2008 Revenue Capital Total Revenue Capital Total p p p p p p Return per share Calculated on weighted average number of shares 7.21 (188.12) (180.91) 7.16 (43.93) (36.77) Calculated on actual number of shares 7.22 (188.17) (180.95) 7.30 (44.76) (37.46) ------ ------ Net asset value per share 227.37 414.46 ====== ====== 9. Publication of non-statutory accounts The financial information contained in this announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. 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 29 February 2008, which have been filed with the Registrar of Companies. The report of the auditor for the years ended 29 February 2008 and 28 February 2009 contain no qualification or statement under section 498(2) or (3) of the Companies Act 2006. The 2009 annual report will be filed with the Registrar of Companies after the Annual General Meeting. 10. Annual Report 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. 11. Annual General Meeting The Annual General Meeting of the Company will be held at 33 King William Street, London EC4R 9AS on 17 June 2009 at 10:30 a.m. 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 23 April 2009 33 King William Street London EC4R 9AS
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