Half-year Report

BLACKROCK SMALLER COMPANIES TRUST plc

(LEI: 549300MS535KC2WH4082)

Half yearly financial announcement of results in respect of the six months ended 31 August 2017


FINANCIAL HIGHLIGHTS

Six months 
ended 
31 August 
2017 
Six months 
ended 
31 August 
2016 
Year
 ended 
28 February 
2017 
Performance
Net asset value per share1,2 1,447.17p  1,079.28p  1,247.03p 
Movement in net asset value per share1,2 +16.0%  +8.8%  +25.7% 
Net asset value per share (capital only)1 1,427.60p   1,064.57p  1,232.56p 
Movement in net asset value per share (capital only)1 +15.8%  +8.8%  +25.9% 
Movement in Numis Smaller Companies plus AIM (excluding Investment Companies) Index2 +9.5%  +9.5%  +20.4% 
Share price 1,239.50p   895.50p  1,060.00p 
Movement in share price +16.9%  +3.8%  +22.8% 
Discount3 13.8%  16.3%  14.4% 
 --------   --------   -------- 
Revenue return per share 19.57p  14.71p  22.47p 
Interim dividend per share 10.00p  8.00p  8.00p 
Final dividend per share 13.00p 
Change in interim dividend +25.0%  +14.3%  +14.3% 
Change in total dividends +20.0% 
 --------   --------   -------- 
Ongoing charges ratio4 0.7%  0.7%  0.7% 
Ongoing charges ratio (including performance fees) 0.9%  0.9%  1.0% 
Dividend yield 1.9%  2.1%  2.0% 
Gearing 8.5%  6.9%  8.5% 
 --------   --------   -------- 


1              Based on NAV with debt at par value.

2              Excludes income reinvested.

3              Based on NAV with debt at fair value (see note 7 ).

4              Annualised ongoing charges ratio calculated as a percentage of average shareholders’ funds and using expenses, excluding finance costs, performance fees and taxation, in accordance with AIC guidelines.

Sources: BlackRock and Datastream.

CHAIRMAN’S STATEMENT
FOR THE SIX MONTHS TO 31 AUGUST 2017

PERFORMANCE
The six month period ended 31 August 2017 was one of generally good economic news from around the world and buoyant global equity markets. UK small and medium sized companies outperformed larger companies. Against this background, the Company’s net asset value (NAV) increased by 16.0%1 to 1,447.17p per share, outperforming the benchmark by 6.1%. The Company’s share price increased by 16.9%1 to 1,239.50p per share over the same period. Performance relative to the benchmark was driven by a mix of gearing, stock selection and sector allocation, details of which are given in the Investment Manager’s report.

The FTSE 100 Index rose by 2.3%1 over the period, the FTSE 250 Index (excluding Investment Companies) rose by 5.4%1 and the FTSE AIM All Share Index by 11.4%1. The Company’s benchmark (the Numis Smaller Companies plus AIM (excluding Investment Companies) Index) rose by 9.5% 1.

Since the period end, and up until the close of business on 26 October 2017, the Company’s NAV per share increased by 3.0% and the share price increased by 3.8%.

The robust performance of both the NAV and share price over the longer term are illustrated in the table below.



Performance to 31 August 2017 
3 years 
change 
5 years 
change 
10 years 
change 
Net asset value per share1 56.6  144.3  214.4 
Share price1 54.8  148.9  224.1 
Benchmark*1 24.5  68.3  48.8 
Net asset value per share (with income reinvested) 64.4  163.7  266.4 
Share price (with income reinvested) 63.8  171.4  287.7 
Benchmark* (with income reinvested) 35.3  92.1  92.5 
 --------   --------   -------- 

*    Benchmark – Numis Smaller Companies plus AIM (excluding Investment Companies) Index from September 2007; FTSE Small Cap Index (excluding Investment Companies) prior to that date.

1    All performance figures are in sterling terms without income reinvested.

RETURNS AND DIVIDENDS
The Company’s revenue return per share for the six months ended 31 August 2017 amounted to 19.57p per share compared with 14.71p for the corresponding period in the previous year, an increase of 33.0%. After adjusting for the impact of special dividends received, which amounted to 2.03p per share (2016: 1.33p per share), regular dividend income from portfolio companies increased by 30.5% over the same period. The Board is pleased to declare an interim dividend of 10.00p per share (2016: 8.00p per share) representing an increase of 25% over the previous interim dividend. The interim dividend will be paid on 15 December 2017 to shareholders on the Company’s register on 10 November 2017.

GEARING
The Company has a range of borrowing facilities in place to provide a balance between longer term and short term maturities and between fixed and floating rates of interest. In May 2017 the Company issued £25 million senior unsecured fixed rate private placement notes (the Notes) at a coupon of 2.74% with a 20 year bullet maturity. This is in addition to the Company’s £15 million debenture maturing in 2022. Variable rate financing available to the Company consists of a £35 million three year revolving loan facility with Scotia Bank (Ireland) Limited and an uncommitted overdraft facility of £10 million with Bank of New York Mellon (International) Limited.

It is the Board’s intention that gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets. Gearing levels and sources of funding are reviewed regularly and the Board continues to believe that moderate gearing is in the long term interests of shareholders. At the period end, the Company’s gearing was 8.5% of net assets.

DISCOUNT
During the period, the Company’s shares traded at an average discount to NAV (with debt at fair value) of 13.8% which was also the discount at 31 August 2017. The Company’s shares traded at a discount of 13.3% as at close of business on 26 October 2017.

OUTLOOK

The unexpected result in the UK General Election has increased uncertainty around Brexit negotiations which, as time passes, could have an impact on market confidence, economic growth and investment decisions by business. Although earnings growth has been good for many of the Company's holdings, UK company valuations are not cheap. Thus share prices will tend to be more vulnerable to reduced growth expectations or any economic setback.

The Company's portfolio is well diversified with an emphasis on holdings in market leading and well managed companies with strong balance sheets. A significant proportion of portfolio holdings benefit from global exposure. These factors should help to weather possible challenging conditions ahead.

Nicholas Fry
Chairman
30 October 2017

INVESTMENT MANAGER’S REPORT
FOR THE SIX MONTHS ENDED 31 AUGUST 2017

MARKET REVIEW AND OVERALL INVESTMENT PERFORMANCE
Economic growth and improving corporate earnings drove global equity markets higher, with UK small & medium sized companies outperforming larger companies. The UK launched the process to leave the European Union (“EU”), whilst in France the election of President Macron led to a reduction in political risk. In the US, investors started to question President Trump’s ability to enact his pro-business agenda and the US Federal Reserve implied that US interest rates would continue to rise very gradually if economic data remains supportive.

PERFORMANCE REVIEW
The Company’s NAV per share increased by 16.0% to 1,447.17p (excluding the reinvestment of income). This compares to an increase in the benchmark index of 9.5% and an increase of 2.3% in the FTSE100 Index (all index calculations are without income reinvested).

Outperformance during the first half of the financial year has been driven by positive stock selection, with a number of our core holdings delivering good trading updates. Gearing also added to performance while sector allocation has been a modest detractor. The largest stock contributors during the period were Keywords Studios, Kaz Minerals, Advanced Medical Solutions and CVS Group.

Keywords Studios, a leading international technical services provider to the global video games industry, was the largest contributor after its share price more than doubled during the period. Keywords’ most recent results showed strong growth in revenues and profits, which increased by 50% and 60% respectively, driven by continued organic growth as well as positive contributions from acquisitions. Copper producer Kaz Minerals reported interim results showing better than expected earnings and costs helped by a higher copper price, whilst the company also raised production guidance for the full year. Driven by successful new projects, Kaz remains the fastest growing and one of the lowest cost copper miners in the world. Advanced Medical Solutions, which is engaged in the development of wound care products, delivered positive revenue growth driven by its key product, Liquiband, which continues to take market share. Veterinary surgery operator CVS Group continued to perform well as the company continues with its acquisition strategy and saw further earnings upgrades during the period. The company released another solid trading update in July showing continued like for like sales growth, whilst also acquiring an additional 62 sites in the financial year ending 30 June 2017, including adding to its presence in the Netherlands which now stands at 9 sites. CVS remains well placed to further consolidate the UK veterinary industry, whilst also benefiting from scale and therefore we believe that it can deliver strong earnings growth.

Negative contributors during the period were limited, with the largest relative detractors to performance coming from strong share price movements in companies that we do not own. Our holding in miner Tharisa fell after the company released a trading update in May, lowering EPS guidance for the second half of 2017. Stockpiling of chrome ore in late 2016 allowed Chinese ferrochrome smelters to hold back on ordering in an attempt to cut prices, resulting in reduced chrome sales and revenues for Tharisa. Elsewhere the underperformance of the energy sector on the back of weakness in the oil price led our holdings in Faroe Petroleum and Cairn Energy to detract from relative performance.

Gearing was on average 8% during the period, and this contributed 0.8% to relative performance.

ACTIVITY
As discussed in previous reports, we have been becoming progressively more cautious about the outlook for the UK economy and in particular those companies exposed to UK consumer spending. We have therefore continued to reduce our exposure to this area of the market.

We have also used strong share price performance to take some profits in a number of long term holdings which have performed well and where valuations are now quite high. Our view on many of these companies remains unchanged and we would add to many of these on any setback.

New holdings included SDL, Gear4Music and Stock Spirits. SDL is a premium translation services provider offering market leading products with high revenue visibility from recurring revenues and significant margin potential through cost base optimisation. Gear4music is a leading retailer of musical instruments and music equipment. Gear4music.com online music shop has more than 38,000 products for sale most of which can be supplied very quickly. The business is increasingly international, with dispatches to the US most days despite no marketing in the US. Customer satisfaction is high and growth rates are fast. Gear4Music provides a much wider range than high street shops, and has a large global market to aim at. Management are very forward thinking and customer focussed. We added Stock Spirits after a second positive meeting with the management team. Stock Spirits is a spirits company with profits mainly generated in Poland and the Czech Republic.

PORTFOLIO POSITIONING
There has been little change to the overall shape of the portfolio, and many of our core holdings remain unchanged reflecting the conviction we have in these companies. Relative to our benchmark index we remain overweight in media companies, industrial engineers, housing related companies, construction companies and financial services companies. Our media stocks include 4imprint and Next Fifteen which are both heavily US and business to business focussed. Our engineering holdings include Hill & Smith, Trifast, Bodycote and Gooch & Housego. All of these companies are very internationally focussed and generally supplying attractive vertical markets. Our housing related stocks include Countryside, Walker Greenbank, Headlam and Ibstock. Within the financial services sector our holdings have more of a focus on equities or alternatives, or services where there has been an ongoing shift in outsourcing, including Polar Capital, Liontrust and Xafinity.

We remain underweight in food producers, technology hardware, challenger banks and travel & leisure companies.

About half of the revenues of our portfolio originate in the UK and these include defensive consumer companies such as CVS Group and those exposed to positive structural trends including Ibstock and Workspace.

OUTLOOK

Markets have remained firm based on generally positive economic data around the world, however UK GDP growth has been below the long term trend, whilst wage growth remains lower than inflation. UK companies have been reporting good results, although we have seen some consumer related profit warnings, reinforcing our cautious view on the outlook for UK consumer focussed companies.

The unexpected result in the UK General Election has undoubtedly increased the uncertainty around Brexit negotiations and may have an impact on business investment decisions. The unknown with regard to how Brexit will look remains one of the largest challenges facing the UK at present.

Meanwhile valuations are not cheap, and although earnings growth has been good for many of our holdings, and they remain well set, an increasingly large number trade on more than 20 times forecast earnings. Given this and the potential for further political surprise or economic setback, the share prices of UK small & mid-caps may find it difficult to make further progress over the coming months.

Despite these concerns, we believe our portfolio is suitably diversified and comprised of many market leading, often globally businesses, run by strong management teams and is therefore well placed for the current environment.

Mike Prentis
BlackRock Investment Management (UK) Limited
30 October 2017

INVESTMENT EXPOSURE

PORTFOLIO BY SIZE OF INVESTMENT AS AT 31 AUGUST 2017


Number of investments
Market value of investment as % of
portfolio
£0m to £1m 11 0.40
£1m to £2m 26 5.40
£2m to £3m 27 9.20
£3m to £4m 36 16.50
£4m to £5m 18 10.40
£5m to £6m 10 7.40
£6m to £7m 10 8.70
£7m to £8m 5 4.80
£8m to £9m 9 10.30
£9m to £10m 6 7.60
£10m to £11m 8 11.40
£11m to £12m 0 0.00
£12m to £13m 1 1.60
£13m to £14m 0 0.00
£14m to £15m 0 0.00
£15m to £6m 2 4.10
£16m to £17m 1 2.20

Source: BlackRock.

MARKET CAPITALISATION OF OUR PORTFOLIO COMPANIES
AS AT 31 AUGUST 2017

% Market capitalisation of investment portfolio
£0m to £100m 4.50
£100m to £400m 42.90
£400m to £1bn 29.30
£1bn+ 23.40

Source: BlackRock.

TWENTY LARGEST INVESTMENTS
AS AT 31 AUGUST 2017



Company 
Market 
value 
£’000 

of total 
portfolio 


Business activity 
CVS Group  16,558  2.2  Operation of veterinary surgeries
4imprint Group  15,911  2.1  Supply of promotional merchandise in the US
Dechra Pharmaceuticals  15,251  2.0  Development and supply of pharmaceutical and other products focussed on the veterinary market
Advanced Medical Solutions  12,082  1.6  Development and provision of products for global wound care and wound closure markets
Bodycote  10,980  1.5  Provision of thermal processing services
Hill & Smith  10,965  1.5  Production of infrastructure products and supply of galvanizing services
Avon Rubber  10,956  1.5  Production of safety masks and dairy related products
Headlam Group  10,800  1.4  Distribution of carpets and other floor coverings
KAZ Minerals  10,746  1.4  Copper mining
Robert Walters  10,630  1.4  Provision of specialist professional recruitment services
Ibstock  10,371  1.4  Manufacture of clay bricks and concrete products
Big Yellow  10,109  1.3  Provision of self storage facilities
Restore  9,913  1.3  Management of business information in both paper and digital form
Countryside Properties  9,843  1.3  Housebuilding and urban regeneration
Keywords Studios  9,803  1.3  Provision of services to the global video games industry
Workspace Group  9,588  1.3  Supply of flexible workspace to businesses in London
Fevertree Drinks  9,227  1.2  Development and sale of soft drinks and mixers
Morgan Sindall  9,015  1.2  Supply of office fit out, construction and urban regeneration services
Accesso Technology  8,930  1.2  Development and supply of ticketing and virtual queuing solutions for leisure attractions
Savills  8,697  1.2  Provision of property services
Twenty largest investments  220,375  29.3 
 --------   --------   -------- 
Remaining investments  531,559  70.7 
 --------   --------   -------- 
Total  751,934  100.0 
 ========   ========   ======== 

Details of the full portfolio are available on the Company’s website at blackrock.co.uk/brsc.

DISTRIBUTION OF INVESTMENTS
AS AT 31 AUGUST 2017

ANALYSIS OF PORTFOLIO VALUE BY SECTOR

% of portfolio
Aerospace & Defence 3.3
Beverages 1.8
Chemicals 3.5
Construction & Materials 6.8
Electronic & Electrical Equipment 2.5
Financial Services 8.0
Gas, Water & Multiutilities 0.3
General Retailers 4.7
General Industrials 1.9
Health Care Equipment & Services 4.3
Household Goods & Home Construction 6.5
Industrial Metals & Mining 1.0
Industrial Engineering 5.3
Industrial Transportation 2.2
Leisure Goods 1.1
Media 7.5
Mining 4.4
Oil & Gas Producers 2.9
Personal Goods 0.8
Pharmaceuticals & Biotechnology 4.4
Real Estate Investment & Services 2.7
Real Estate Investment Trusts 3.1
Software & Computer Services 7.8
Support Services 9.0
Travel & Leisure 4.2

Source: BlackRock.

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 performance risk;

  • Market risk;

  • Income/dividend risk;

  • Legal & compliance risk;

  • Operational risk;

  • Financial risk; and

  • Marketing risk.

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Financial Statements for the year ended 28 February 2017. A detailed explanation can be found in the Strategic Report on pages 15 to 17, and in note 16 on pages 56 to 63 of the Annual Report and Financial Statements which is available on the website maintained by BlackRock, at blackrock.co.uk/brsc.

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.

GOING CONCERN
The Directors, having considered the nature and liquidity of the portfolio, the Company’s investment objectives and the Company’s projected income and expenditure, are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future, and is financially sound. For this reason, they continue to adopt the going concern basis in preparing the financial statements. The Company is able to meet all of its liabilities from its assets and income generated from these assets and the ongoing charges (excluding performance fees, finance costs and taxation) are approximately 0.7% of net assets. Ongoing charges with performance fees included were 1.0% of net assets for the year ended 28 February 2017, and as the performance fee is capped at 0.25% of total assets less current liabilities, ongoing charges calculated on this basis are not likely to significantly exceed this going forward.

RELATED PARTY DISCLOSURE AND TRANSACTIONS WITH THE AIFM AND INVESTMENT MANAGER
BlackRock Fund Managers Limited (BFM) was appointed as the Company’s AIFM with effect from 2 July 2014. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services, to BlackRock Investment Management (UK) Limited (BIM (UK)). Both BFM and BIM (UK) are regarded as related parties under the Listing Rules. Details of the management and performance fees payable are set out in note 4  and note 11.

The related party transactions with the Directors are set out in note 12.

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 applicable Financial Reporting Council’s Standard, FRS 104 ‘Interim Financial Reporting’; 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 FCA’s Disclosure and Transparency Rules.

The half yearly financial report has not been audited or reviewed by the Company’s Auditors.

The half yearly financial report was approved by the Board on 30 October 2017 and the above responsibility statement was signed on its behalf by the Chairman.

Nicholas Fry
For and on behalf of the Board
30 October 2017

INCOME STATEMENT
FOR THE SIX MONTHS ENDED 31 AUGUST 2017

Six months ended 31 August 2017 Six months ended 31 August 2016 Year ended 28 February 2017


Notes
Revenue 
£’000 
(unaudited) 
Capital 
£’000 
(unaudited) 
Total 
£’000 
(unaudited) 
Revenue 
£’000 
(unaudited) 
Capital 
£’000 
(unaudited) 
Total 
£’000 
(unaudited) 
Revenue 
£’000 
(audited) 
Capital 
£’000 
(audited) 
Total 
£’000 
(audited) 
Gains on investments held at fair value through profit or loss –  96,614  96,614  –  42,666 42,666 – 124,817 124,817
(Losses)/gains on foreign exchange –  (5) (5) –  (2) (2) – 2 2
Income from investments held at fair value through profit or loss 3 10,452  –  10,452  7,909  – 7,909 12,531  167 12,698
Other income 3 –  –  –   1  – 1  2 – 2
--------- --------- --------- --------- ---------- ---------- --------- ---------- ----------
Total Income 10,452  96,609  107,061  7,910  42,664 50,574 12,533 124,986 137,519
---------- --------- ---------- --------- --------- ---------- --------- --------- ----------
Expenses
Investment management and performance fees 4 (480) (3,186) (3,666) (351) (2,375) (2,726) (736) (3,651) (4,387)
Other operating expenses 5 (280) (9) (289) (306) (11) (317) (601) (17) (618)
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total Operating Expenses (760) (3,195) (3,955) (657) (2,386) (3,043) (1,337) (3,668) (5,005)
--------- ---------- ---------- ---------- ---------- ---------- --------- --------- ---------
Net profit on ordinary activities before finance costs and taxation 9,692  93,414  103,106  7,253  40,278 47,531 11,196 121,318 132,514
Finance costs (244) (730) (974) (197) (592) (789) (401) (1,202) (1,603)
--------- ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------
Net profit on ordinary activities before taxation 9,448  92,684  102,132  7,056  39,686 46,742 10,795 120,116 130,911
Taxation (79) –  (79) (11) – (11) (36) – (36)
Net profit on ordinary activities after taxation 9,369  92,684  102,053  7,045  39,686 46,731 10,759 120,116 130,875
====== ====== ====== ====== ====== ====== ====== ====== ======
Return per ordinary share 7 19.57p  193.57p  213.14p  14.71p   82.89p  97.60p 22.47p  250.87p  273.34p

The total column of this statement represents the Company’s Profit and Loss Account. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. All income is attributable to the equity holders of the Company.

The net profit for the period disclosed above represents the Company’s total comprehensive income.

STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 AUGUST 2017

Called up 
share 
capital 
Share 
premium 
account 
Capital 
redemption 
reserve 

Capital 
reserves 

Revenue 
reserve 


Total 
£’000  £’000  £’000  £’000  £’000  £’000 
For the six months ended 31 August 2017 (unaudited)
At 28 February 2017 12,498 38,952 1,982 525,439 18,202 597,073
Total comprehensive income:
Profit for the period – – – 92,684 9,369 102,053
Transactions with owners, recorded directly to equity:
Dividends paid(a) – – – – (6,224) (6,224)
 --------   --------   --------   --------   --------   -------- 
At 31 August 2017 12,498 38,952 1,982 618,123 21,347 692,902
 --------   --------   --------   --------   --------   -------- 
For the six months ended 31 August 2016 (unaudited)
At 29 February 2016 12,498 38,952 1,982 405,323 16,300 475,055
Total comprehensive income:
Profit for the period – – – 39,686 7,045 46,731
Transactions with owners, recorded directly to equity:
Dividends paid(b) – – – – (5,027) (5,027)
 --------   --------   --------   --------   --------   -------- 
At 31 August 2016 12,498 38,952 1,982 445,009 18,318 516,759
 --------   --------   --------   --------   --------   -------- 
For the year ended 29 February 2016 (audited)
At 29 February 2016 12,498 38,952 1,982 405,323 16,300 475,055
Total comprehensive income:
Profit for the year – – – 120,116 10,759 130,875
Transactions with owners, recorded directly to equity:
Dividends paid(c) – – – – (8,857) (8,857)
 --------   --------   --------   --------   --------   -------- 
At 28 February 2017 12,498 38,952 1,982 525,439 18,202 597,073
 --------   --------   --------   --------   --------   -------- 

(a)    Final dividend of 13.00p per share for the year ended 28 February 2017, declared on 2 May 2017 and paid on 19 June 2017.

(b)    Final dividend of 10.50p per share for the year ended 29 February 2016, declared on 25 April 2016 and paid on 20 June 2016.

(c)    Interim dividend paid in respect of the year ended 28 February 2017 of 8.00p was declared on 25 October 2016 and paid on 30 November 2016. Final dividend paid in respect of the year ended 29 February 2016 of 10.50p was declared on 25 April 2016 and paid on 20 June 2016.

The transaction costs incurred on the acquisition and disposal of investments are included within the capital reserves and amounted to £571,000 for the six months ended 31 August 2017 (six months ended 31 August 2016: £468,000; year ended 28 February 2017: £974,000).

BALANCE SHEET
AS AT 31 AUGUST 2017

31 August 
2017 
31 August 
2016 
28 February 
2017 

Notes 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(audited) 
Fixed assets
Investments held at fair value through profit or loss 10  751,934  552,486  647,981 
    --------   --------   -------- 
Current assets
Debtors 3,948  2,504  1,823 
Cash and cash equivalents 9,938  1,154  29 
    --------   --------   -------- 
13,886  3,658  1,852 
    --------   --------   -------- 
Creditors – amounts falling due within one year
Other creditors (8,262) (4,471) (2,839)
    --------   --------   -------- 
Net current assets/(liabilities) 5,624  (813) (987)
    --------   --------   -------- 
Total assets less current liabilities 757,558  551,673  646,994 
    --------   --------   -------- 
Creditors – amounts falling due after more than one year (64,656) (34,914) (49,921)
    --------   --------   -------- 
Net assets 692,902  516,759  597,073 
    ========   ========   ======== 
Capital and reserves
Called up share capital  12,498  12,498  12,498 
Share premium account  38,952  38,952  38,952 
Capital redemption reserve  1,982  1,982  1,982 
Capital reserves  618,123  445,009  525,439 
Revenue reserve  21,347  18,318  18,202 
    --------   --------   -------- 
Total shareholders’ funds 692,902  516,759  597,073 
    ========   ========   ======== 
Net asset value per ordinary share (debt at par value) 1,447.17p  1,079.28p  1,247.03p 
    ========   ========   ======== 
Net asset value per ordinary share (debt at fair value) 1,438.31p  1,069.71p  1,237.77p 
    ========   ========   ======== 

STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 AUGUST 2017

Six months 
ended 
31 August 
2017 
Six months 
ended 
31 August 
2016 
Year 
ended 
28 February 
2017 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(audited) 
Operating activities
Net profit before taxation 102,132  46,742  130,911 
Add back finance costs 974  789  1,603 
Gains on investments (96,614) (42,666) (124,984)
Net movement on foreign exchange (2)
Sales of investments 123,899  91,649  195,444 
Purchases of investments (128,426) (97,427) (214,179)
(Increase)/decrease in debtors (923) (438) 81 
Increase/(decrease) in other creditors 1,255  1,339  (356)
Tax on investment income (79) (11) (36)
 --------   --------   -------- 
Net cash generated from/(used in) operating activities 2,223  (21) (11,518)
 --------   --------   -------- 
Financing activities
Proceeds from loan note issue 25,000  –  – 
Issue costs of loan note (278) –  – 
Net (repayment)/drawdown of Scotia Bank revolving credit facility (10,000) (5,000) 10,000 
Interest paid (807) (784) (1,586)
Dividends paid (6,224) (5,027) (8,857)
 --------   --------   -------- 
Net cash generated from/(used in) financing activities 7,691  (10,811) (443)
 --------   --------   -------- 
Increase/(decrease) in cash and cash equivalents 9,914  (10,832) (11,961)
 --------   --------   -------- 
Cash and cash equivalents at start of period/year 29  11,988  11,988 
Effect of foreign exchange rate changes (5) (2)
 --------   --------   -------- 
Cash and cash equivalents at end of period/year 9,938  1,154  29 
 --------   --------   -------- 
Comprised of:
Cash at bank 3,447  1,154  29 
BlackRock’s Institutional Cash Series plc – Sterling Liquidity Fund 6,491  –  – 
 --------   --------   -------- 
9,938  1,154  29 
=====  =====  =====

NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 AUGUST 2017

1. PRINCIPAL ACTIVITY AND BASIS OF PREPARATION
The principal activity of the Company is that of an investment trust company within the meaning of sub-sections 1158 of the Corporation Tax Act 2010.

2. BASIS OF PREPARATION
The Company presents its results and positions under FRS 102, ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (FRS 102), which forms part of revised Generally Accepted Accounting Practice (New UK GAAP) issued by the Financial Reporting Council (FRC) in 2013.

The condensed set of financial statements has been prepared on a going concern basis in accordance with FRS 102 and FRS 104, ‘Interim Financial Reporting’ issued by the FRC in March 2015 and the revised Statement of Recommended Practice – ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (SORP) issued by the Association of Investment Companies (AIC) in November 2014.

The accounting policies applied for the condensed set of financial statements with regard to measurement and classification are as set out in the Company’s Annual Report and Financial Statements for the year ended 28 February 2017. This reflects the Company’s application of Sections 11 and 12 of FRS 102, in relation to financial instruments, in full.

3. INCOME

Six months 
ended 
31 August 
2017 
Six months 
ended 
31 August 
2016 
Year 
ended 
28 February 
2017 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(audited) 
Investment income:
UK dividends 7,257  6,135  9,621 
UK scrip dividends 27  19  56 
UK special dividends 591  559  688 
Property income dividends 530  437  861 
Overseas dividends 1,668  677  1,148 
Overseas special dividends 379  82  129 
Overseas interest income –  –  28 
 --------   --------   -------- 
10,452  7,909  12,531 
 --------   --------   -------- 
Other income:
Deposit interest – 
Underwriting commission –  – 
 --------   --------   -------- 
– 
 --------   --------   -------- 
Total 10,452  7,910  12,533 
 =====   =====  ===== 

Special dividends of £nil (six months ended 31 August 2016: £162,000; year ended 28 February 2017: £167,000) have been recognised in capital and deducted from investment cost.

Dividends and interest received in the period amounted to £9,531,000 and £6,000 (six months ending 31 August 2016: £7,509,000 and £19,000; year ended 28 February 2017: £12,565,000 and £32,000) respectively.

4. INVESTMENT MANAGEMENT AND PERFORMANCE FEES

Six months ended
31 August 2017
(unaudited)
Six months ended
31 August 2016
(unaudited)
Year ended
28 February 2017
(audited)
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Investment management fee 480  1,440  1,920  351  1,052  1,403  736  2,207  2,943 
Performance fee –  1,746  1,746  –  1,323  1,323  –  1,444  1,444 
 --------   --------   --------   --------   --------   --------   --------   --------   -------- 
Total 480  3,186  3,666  351  2,375  2,726  736  3,651  4,387 
 =====   =====   =====   =====   =====   =====   =====   =====   ===== 

The investment management fee is calculated based on 0.65% in respect of the first £50 million of the Company's assets, reducing to 0.50% thereafter. The fee rate is applied to an asset amount calculated as total assets (excluding current year income) less the current liabilities of the Company (the Fee Asset Amount).

The fee is calculated quarterly as one quarter of the £50 million initial threshold charged at 0.65%, plus one quarter of the fee rate of 0.50% multiplied by the Fee Asset Amount at the relevant quarter end less the initial £50 million threshold amount. The investment management fee is allocated 75% to the capital column and 25% to the revenue column of the income statement.

A performance fee is payable at the rate of 10% of the annualised excess performance over the benchmark for the two years preceding the current financial year end, applied to the Average Assets of the Company. Average Assets are defined as the Fee Asset Amount at the start of the year and at the year end date added together and divided by two. The fee is payable annually in April and is capped at 0.25% of Average Assets.

A performance fee of £1,746,000 has been accrued for the six month period ended 31 August 2017 (six months ended 31 August 2016: £1,323,000 and year ended 28 February 2017: £1,444,000). This is based on outperformance of 5.8% against the benchmark resulting from a NAV return of 20.2% against the benchmark return of 14.4%.  These percentage returns are the annualised performance from 29 February 2016 to 28 February 2018 using actual performance for the period 29 February 2016 to 31 August 2017 and assuming the performance is in line with the benchmark for the period ended 28 February 2018. The performance fees in respect of the six months ended 31 August 2017 and 31 August 2016 were capped.

Performance fees have been wholly allocated to the capital column of the income statement as the performance has been predominantly generated through capital returns of the investment portfolio.

5. OTHER OPERATING EXPENSES

Six months 
ended 
31 August 
2017 
Six months 
ended 
31 August 
2016 
Year 
ended 
28 February 
2017 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(audited) 
Custody fee
Depositary fees 45  34  70 
Auditor’s remuneration:
– audit services 13  15  25 
– non audit services
Registrar's fees 19  28 
Directors’ fees 76  76  148 
Marketing fees 54  52  134 
Other administration costs 79  105  188 
 --------   --------   -------- 
280  306  601 
 =====   =====   ===== 
Transaction charges – capital 11  17 
 --------   --------   -------- 
289  317  618 
 =====   =====   ===== 

6. DIVIDEND
In accordance with FRS 102, Section 32 ‘Events After the End of the Reporting Period’, the interim dividend payable on the ordinary shares has not been included as a liability in the financial statements, as interim dividends are only recognised when they have been paid.

The Board has declared an interim dividend of 10.00p per share (2016: 8.00p per share), payable on 15 December 2017 to shareholders on the Company’s register as at 10 November 2017; the ex dividend date is 9 November 2017. The total cost of this dividend, based on 47,879,792 shares in issue at 30 October 2017, is £ 4,788,000 (2016: £3,830,000).

7. RETURN AND NET ASSET VALUE PER SHARE
Revenue and capital returns per share are shown below and have been calculated using the following:

Six months 
ended 
31 August 
2017 
Six months 
ended 
31 August 
2016 
Year 
ended 
28 February 
2017 
(unaudited)  (unaudited)  (audited) 
Revenue return attributable to ordinary shareholders (£’000) 9,369  7,045  10,759 
 --------   --------   -------- 
Capital return attributable to ordinary shareholders (£’000) 92,684  39,686  120,116 
 --------   --------   -------- 
Total profit attributable to ordinary shareholders (£’000) 102,053  46,731  130,875 
 --------   --------   -------- 
Equity shareholders’ funds (£’000) 692,902  516,759  597,073 
 --------   --------   -------- 
The weighted average number of ordinary shares in issue during the period on which the basic return per ordinary share was calculated was: 47,879,792  47,879,792  47,879,792 
 --------   --------   -------- 
The actual number of ordinary shares in issue at the end of each period on which the undiluted net asset value was calculated was: 47,879,792  47,879,792  47,879,792 
 --------   --------   -------- 
Revenue return per share  19.57p   14.71p   22.47p 
 --------   --------   -------- 
Capital return per share  193.57p   82.89p   250.87p 
 --------   --------   -------- 
Total return per share  213.14p   97.60p   273.34p 
 ========   ========   ======== 

   

As at 
31 August 
2017 
As at 
31 August 
2016 
As at 
28 February 
2017 
(unaudited)  (unaudited)  (audited) 
Net asset value per ordinary share (debt at par value)  1,447.17p   1,079.28p   1,247.03p 
 --------   --------   -------- 
Net asset value per ordinary share (debt at fair value)  1,438.31p   1,069.71p   1,237.77p 
 --------   --------   -------- 
Net asset value per ordinary share (debt at par value, capital only)  1,427.60p   1,064.57p   1,232.56p 
 ========   ========   ======== 
Ordinary share price  1,239.50p   895.50p   1,060.00p 
 ========   ========   ======== 

8. CREDITORS – AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Six months 
ended 
31 August 
2017 
Six months 
ended 
31 August 
2016 
Year 
ended 
28 February 
2017 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(audited) 
Revolving loan facility – Scotia Bank 25,000  20,000  35,000 
 --------   --------   -------- 
7.75% debenture stock 2022 15,000  15,000  15,000 
Unamortised debenture stock issue expenses (71) (86) (79)
 --------   --------   -------- 
14,929  14,914  14,921 
 --------   --------   -------- 
2.74% loan note 2037 25,000  –  – 
Unamortised loan note issue expenses (273) –  – 
 --------   --------   -------- 
24,727  –  – 
 --------   --------   -------- 
Total 64,656  34,914  49,921 
 ======  ======   ====== 

The fair value of the 7.75% debenture stock using the last available quoted offer price from the London Stock Exchange as at 31 August 2017 was 128.00p per debenture, a total of £19,200,000 (31 August 2016: £19,500,000; 28 February 2017: 19,350,000). The fair value of the 2.74% loan note has been determined based on a comparative yield for UK Gilts for similar duration maturity and spreads, and as at 31 August 2017 equated to a valuation of 98.79p per loan note, a total of £24,698,000.

The £15 million debenture stock was issued on 8 July 1997. Interest on the stock is payable in equal half yearly instalments on 31 July and 31 January in each year. The stock is secured by a first floating charge over the whole of the assets of the Company and is redeemable at par on 31 July 2022.

The £25 million loan note was issued on 24 May 2017. Interest on the note is payable in equal half yearly instalments on 24 May and 24 November in each year. The loan note is unsecured and is redeemable at par on 24 May 2037.

The Company has in place a £35 million three year multi-currency revolving loan facility with Scotia Bank (Ireland) Limited. At the period end, £25 million of the facility had been utilised. Under the amended agreement the termination date of this facility is the third anniversary of the effective date being May 2021. Interest on this facility is reset every three months and is currently charged at the rate of 1.20% (six months ended 31 August 2016: 1.44%, year ended 28 February 2017: 1.31%).

9. CALLED UP SHARE CAPITAL

Ordinary 
shares 
Treasury 
shares 
Total shares 
in issue 
Nominal 
value 
(number)  (number)  (number)  £’000 
Allotted, called up and fully paid share capital comprised:
Ordinary shares of 25p each:
 --------   --------   --------   -------- 
At 31 August 2017 47,879,792  2,113,731  49,993,523  12,498 
 ========   ========   ========   ======== 

There has been no change in share capital in the six months to 31 August 2017 or up to the date of this report.

10. VALUATION OF FINANCIAL INSTRUMENTS
For the six months ended 31 August 2017 and 31 August 2016 and the year ended 28 February 2017, the Company had early adopted the amendments to FRS 102 ‘Fair value hierarchy disclosure’ effective for annual periods beginning on or after 1 March 2017. These amendments improve the consistency of fair value disclosure for financial instruments with those required by EU adopted IFRS.

Financial assets and financial liabilities are either carried in the Balance Sheet at their fair value (investments) or at an amount which is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals, cash and cash equivalents and overdrafts). Section 11 of FRS 102 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The valuation techniques used by the Company are explained in the accounting policies note on page 49 of the Annual Report and Financial Statements for the year ended 28 February 2017.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.

The fair value hierarchy has the following levels:

Level 1 – Quoted prices for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The Company does not adjust the quoted price for these instruments.

Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less than active, or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs could have a significant impact on the instrument’s valuation. This category also includes instruments that are valued based on quoted prices for similar instruments where significant entity determined adjustments or assumptions are required to reflect differences between the instruments and instruments for which there is no active market. The Investment Manager considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.

Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The table below is the analysis of the Company’s financial instruments measured at fair value at the balance sheet date.

Financial assets at fair value through profit or loss at 31 August 2017  Level 1  Level 2  Level 3  Total 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(unaudited) 
Assets:
Equity investments
751,934  –  –  751,934 
 --------   --------   --------   -------- 
Total 751,934  –  –  751,934 
 ========   ========   ========   ======== 

   

Financial assets at fair value through profit or loss at 31 August 2016  Level 1  Level 2  Level 3  Total 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(unaudited) 
£’000 
(unaudited) 
Assets:
Equity investments
552,486 – – 552,486
 --------   --------   --------   -------- 
Total 552,486 – – 552,486
 ========   ========   ========   ======== 

   

Financial assets at fair value through profit or loss at 28 February 2017  Level 1  Level 2  Level 3  Total 
£’000 
(audited) 
£’000 
(audited) 
£’000 
(audited) 
£’000 
(audited) 
Assets:
Equity investments
647,981 – – 647,981
 --------   --------   --------   -------- 
Total 647,981 – – 647,981
 ========   ========   ========   ======== 

There were no transfers between levels for financial assets and financial liabilities during the period recorded at fair value as at 31 August 2017, 28 February 2017 and 31 August 2016. The Company did not hold any level 3 securities throughout the six month period or as at 31 August 2017 (31 August 2016: nil; 28 February 2017: nil).

11. TRANSACTIONS WITH THE AIFM AND THE INVESTMENT MANAGER
BlackRock Fund Managers Limited (BFM) provides management and administration services to the Company under a contract which is terminable on six months’ notice. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services, to BlackRock Investment Management (UK) Limited (BIM (UK)). Further details of the investment management contract are disclosed in note 4 on page 51 in the Annual Report and Financial Statements 28 February 2017.

The investment management fee for the six months ended 31 August 2017 amounted to £1,920,000 (six months ended 31 August 2016: £1,403,000; year ended 28 February 2017: £2,943,000). A performance fee accrued for the the six months ended 31 August 2017 amounted to £1,746,000 (six months ended 31 August 2016: £1,323,000; year ended 29 February 2017: £1,444,000).

At the period end, £1,920,000 was outstanding in respect of the management fee (31 August 2016: £1,403,000; 28 February 2017: £808,000) and £1,746,000 (31 August 2016: £2,581,000; 28 February 2017: £1,444,000) in respect of the performance fee.

In addition to the services outlined in the previous page, BlackRock provides the Company with marketing services. The total fees paid or payable for these services for the period ended 31 August 2017 amounted to £54,000, including VAT (six months ended 31 August 2016: £52,000; year ended 28 February 2017: £134,000) and £88,000 (31 August 2016: £124,000; 28 February 2017: £206,000) was outstanding at 31 August 2016.

12. RELATED PARTY DISCLOSURE
The Board consists of five 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 £40,000, the Chairman of the Audit Committee receives an annual fee of £30,000 and each of the other Directors receives an annual fee of £26,750.

At the period end members of the Board held ordinary shares in the Company as set out below:

Ordinary 
shares 
31 August 
2017 
Ordinary 
shares 
31 August 
2016 
Nicholas Fry (Chairman) 40,000  40,000 
Caroline Burton 5,500  5,500 
Michael Peacock 1,000  1,000 
Robert Robertson 91,062  86,062 
Susan Platts-Martin 2,000  2,000 
 ========   ======== 

13. PUBLICATION OF NON STATUTORY ACCOUNTS
The financial information contained in this half yearly report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the six months ended 31 August 2017 and 31 August 2016 has not been audited or reviewed by the Auditors.

The information for the year ended 28 February 2017 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The report of the auditor in those financial statements contained no qualification or statement under sections 498(2) or (3) of the Companies Act 2006.

14. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 August 2017, 31 August 2016 or 28 February 2017.

15. ANNUAL RESULTS
The Board expects to announce the annual results for the year ending 28 February 2018 in late April 2018. Copies of the annual results announcement can be obtained from the Secretary on 020 7743 3000 and a copy of the Annual Report is available from the Company’s website at blackrock.co.uk/brsc. The Annual Report should be available by beginning of May 2018 with the Annual General Meeting being held in June 2018.

For further information, please contact:

Simon White, Managing Director, Investment Trusts, BlackRock Investment Management (UK) Limited

Tel: 020 7743 5284

Mike Prentis, Fund Manager, BlackRock Investment Management (UK) Limited

Tel: 0207 743 2312

Press enquiries:

Lucy Horne, Lansons Communications – Tel:  020 7294 3689

E-mail:  lucyh@lansons.com

30 October  2017

12 Throgmorton Avenue

London EC2N 2DL

END

The Half Yearly Financial Report will also be available on the BlackRock Investment Management website at http://www.blackrock.co.uk/brsc.  Neither the contents of the Manager’s website nor the contents of any website accessible from hyperlinks on the Manager’s website (or any other website) is incorporated into, or forms part of, this announcement.

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