Annual Financial Report

British & American Investment Trust PLC Annual Financial Report for the year ended 31 December 2011 Registered number: 00433137 Directors Registered office J Anthony V Townsend (Chairman) Wessex House Jonathan C Woolf (Managing Director) 1 Chesham Street Dominic G Dreyfus (Non-executive) London SW1X 8ND Ronald G Paterson (Non-executive) Telephone: 020 7201 3100 Registered in England No.433137 25 April 2012 This is the Annual Financial Report as required to be published under DTR 4 of the UKLA Listing Rules. Financial Highlights For the year ended 31 December 2011 2011 2010 Revenue Capital Total Revenue Capital Total return return return return Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Profit/(loss) before 2,587 (1,589) 998 2,146 (1,830) 316 tax - realised (Loss)/profit before - (7,612) (7,612) - 2,927 2,927 tax - unrealised __________ __________ __________ __________ __________ __________ Profit/(loss) before 2,587 (9,201) (6,614) 2,146 1,097 3,243 tax - total __________ __________ __________ __________ __________ __________ Earnings per Â£1 ordinary share - 8.93p (36.80)p (27.87)p 7.16p 4.39p 11.55p basic __________ __________ __________ __________ __________ __________ Earnings per Â£1 ordinary share - 7.38p (26.29)p (18.91)p 6.11p 3.13p 9.24p diluted __________ _________ __________ __________ _________ __________ Net assets 23,430 32,198 __________ __________ Net assets per ordinary share - deducting preference 54p 89p shares at par __________ __________ - diluted 67p 92p __________ __________ Diluted net asset value per ordinary share at 20 April 2012 71p __________ Dividends declared or proposed for the period per ordinary share - interim paid 2.7p 2.7p - final proposed 4.7p 4.5p per preference share 3.5p 3.5p Chairman's Statement I report our results for the year ended 31 December 2011. Revenue The return on the revenue account before tax amounted to Â£2.6 million (2010: Â£ 2.1 million), an increase of 21 percent. Gross income amounted to Â£2.9 million (2010: Â£2.5 million), marking a further increase in income levels after the declines seen following the global economic recession of 2008/9. Â£2.7 million of this amount (2010: Â£2.2 million) represented income from portfolio investments and Â£0.2 million (2010: Â£0.2 million) from film, property and other income. The increase in portfolio income arose from a growth in dividends paid by core investee companies and a deliberate targeting of investment in higher and special dividend paying companies. The return before tax amounted to a loss of Â£6.6 million (2010: Â£3.2 million gain), comprising a realised gain of Â£1 million and an unrealised loss of Â£7.6 million. This large unrealised loss reflected the negative performance of UK equities in 2011 and a large drop in the value of our largest investment, Geron Corporation, in the second half of the year, as discussed more fully below. The revenue return per ordinary share was 8.9p (2010: 7.1p) on an undiluted basis and 7.4p (2010: 6.1p) on a diluted basis. Net Assets Group net assets at the year end were Â£23.4 million (2010: Â£32.2 million), a decrease of 27.2 percent. This compares to decreases in the FTSE 100 and All Share indices of 5.5 percent and 6.7 percent, respectively, over the period. This serious and unacceptable underperformance was caused by the large fall in the share price of Geron Corporation, our largest investment, of 72 percent. We have already reported on our dissatisfaction with the management of Geron and its ill-advised decisions over the last year in previous reports. While the share price declined by 22 percent in the first half, further significant falls occurred in August, coinciding with general market falls at that time, and then again in November when the company announced the discontinuation and sale of its world leading regenerative medicine business. The managing director comments in further detail on Geron and on developments in investment markets generally over the period in his report which follows. The net asset value per ordinary share decreased to 67p (2010: 92p) on a diluted basis. Deducting prior charges at par, the net asset value per ordinary share decreased to 54p (2010: 89p). Dividend We are pleased to recommend an increased final dividend of 4.7p per ordinary share, which together with the interim dividend makes a total payment for the year of 7.4p (2010: 7.2p) per ordinary share. This represents an increase of 2.8 percent over the previous year's total dividend and a yield of 10.9 percent based on the share price of 66p at the end of the year. The final dividend will be payable on 28 June 2012 to shareholders on the register at 1 June 2012. A dividend of 1.75p will be paid to preference shareholders resulting in a total payment for the year of 3.5p per share. Investment Trust regulation The new rules governing the operation and taxation of investment trusts have been enacted with effect from 1st January of this year. These new rules provide additional flexibility and certainty in many important areas of investment trust activity and management and have been widely welcomed by the industry. We similarly welcome these changes and acknowledge the important contribution made by our trade association, the Association of Investment Companies (AIC), in representations it made to government on behalf of the industry. Outlook In the first quarter of 2012, equity markets in the USA and UK continued their recovery, finally regaining the levels prior to the drop in August 2011. In the USA, equity markets reached the highest levels seen since the global financial crisis in 2007/8 and volatility levels generally subsided as investors' concerns were alleviated by bold liquidity provision measures by the European Central bank to address Eurozone government debt situation. Nevertheless, many difficult and long term challenges face developed economies over the coming months and years as over-indebted countries seek to reduce national and private sector debt through austerity plans and increased taxation. These policies will inevitably affect levels of growth which have already been seen to be anaemic and less than might normally be expected after a recession of the depth and duration recently experienced. Slightly better than anticipated growth in the USA in recent months, however, has provided a more optimistic tone which has underpinned the equity markets over the first quarter. There remain, however, significant risks to further progress from many quarters, not least unquantifiable political risks given the large number of elections scheduled in 2012 in the USA and in many major European countries. The scope for populist dissent at this time and in the face of the severe austerity measures being implemented by many governments could serve to derail many of the remedial policies introduced by governments which have given comfort to markets in recent months. Against this uncertain background, we maintain our long-term and income generating strategies that are primarily based on equity investment in the UK and USA. As at 20 April 2012, group net assets had increased to Â£24.8 million, an increase of 6.0 percent since the beginning of the calendar year. This is equivalent to 59 pence per share (prior charges deducted at par) and 71 pence per share on a diluted basis. Over the same period the FTSE 100 increased 3.6 percent and the All Share Index increased 5.0 percent. Anthony Townsend 25 April 2012 Managing Director's report In the first half of 2011, equity markets continued the recovery from recession seen in the previous year, albeit not as strongly. This upward trend was interrupted in March by the Japanese earthquake, but its effect was only short-lived, demonstrating the market's determination to continue forward. By the end of the period, however, some retrenchment was seen and the market ended up by only 2 percent at mid-year. This softening reflected growing concerns at the structural imbalances built up in Western economies since the recession in terms of debt and unemployment levels. These were deteriorating rather than improving due to the relative weakness of the recovery and the impact of the banking crisis which was preventing sufficient levels of credit reaching the economy to support a stronger recovery. These concerns were suddenly thrown into sharper focus in July by the unedifying spectacle of a hopelessly divided US Congress wrangling over national budget limits which threatened the prospect of a US government default. Equity markets reacted very badly and collapsed by 15 to 20 percent in a matter of days. This was followed by the first ever downgrade of US government debt by a ratings agency. These events only served to remind markets of the unaddressed sovereign debt problems in other leading Western economies, particularly in the Eurozone, and as a result equity markets remained flat at these lower levels for most of the rest of 2011. No help was given to markets at this time by politicians who seemed unable to take a lead in implementing policies to tackle these imbalances, and it was only by virtue of the concerted action of central banks pumping large amounts of liquidity into their respective economies and keeping interest rates in all currencies at historical lows that equities did not decline further at this time. In the last month of 2011, however, equities broke out and rose by over 10 percent as Eurozone politicians appeared to realise the seriousness of the threat posed to the Eurozone by the sovereign debt crisis and finally took decisive action by enlarging the emergency funds available to the zone's indebted governments, having forced through political changes in Greece and Italy. As a result, the equity market in the UK finished the year down by the lesser amount of 6.7 percent and the index in the USA actually finished up on the year by 10.7 percent. As noted above in the Chairman's statement, our portfolio shrank by 27.2 percent over the year having been down by 6.7 percent at the half year. This extremely disappointing performance was due almost entirely to the severe fall in the market price of Geron Corporation, our largest investment, by over 70 percent in both US dollar and sterling terms. Geron We already reported in some detail in 2011 our serious concerns about management actions and the likely adverse effect this would have on Geron's valuation and perception in the market going forward. Unfortunately, all and more of our fears were borne out during the year despite our have made face to face representations to Geron's management on a number of occasions during the year. At the end of 2010, Geron unexpectedly announced a large and deeply discounted share offering to finance the in-licensing of a new early phase cancer drug technology which marked a departure from its core Telomerase based oncology platform. Not long after, the long-serving and well-respected CEO suddenly and without explanation left Geron and was replaced by the finance director with no practical biomedical or CEO experience. At this point, the stock price which had remained weak after the discounted equity issue fell further and we requested our first meeting with Geron management to make our concerns known and called for a change of leadership. During the first half of 2011, Geron's market value drifted inexorably lower as it became clear to the market that the new CEO was not adequately communicating the company's strategy and prospects to investors and the industry, resulting in a fall of 22 percent. At this time we made further representations to Geron about its leadership and communication strategy and raised concerns that Geron's hitherto successful equity funding strategy was being put at risk by the collapse in its stock price. The general equity market collapse in August 2011, already referred to above, placed further pressure on Geron's stock price. Some reprieve was seen in September with the dismissal of the CEO and the appointment of a new and experienced replacement who immediately announced a review of all Geron's programmes. Within weeks, however, Geron shocked the market, the medical industry and the world by closing forthwith its entire regenerative medicine business, cancelling its world first embryonic stem cell trial in spinal cord injury in mid-stream and exiting the business of which it was the acknowledged world leader in order to divest the business in its entirety. Geron's stock price reacted very badly, falling by 30 percent in a day. Geron had taken this strategic decision in order to concentrate its resources on its oncology business which it said was more likely to provide results and value in the shorter term. It did not have the resources or the funding capacity to continue with the regenerative medicine side of its business because, as we had feared, its mismanagement over the past year had shut off its ability to continue its equity based funding programme. Thus Geron has found itself through its own actions in the position of having to summarily discontinue one half of its business in which it was the recognised world leader and which represented one of the most exciting and potentially valuable medical technologies of the future. It has also chosen to exit this business in the most inappropriate way by stopping the programmes mid-stream halting a hard won, high profile and problem free clinical trial and dismissing senior and technical staff, all of which will inevitably depress the value Geron is able to obtain for this business from partners or acquirers. As significant investors who had sought to warn Geron of its ill advised actions over the last year, we are particularly aggrieved at these developments which have resulted in such unnecessary value destruction to Geron and its investors. As noted above, while we remain very enthusiastic about the prospects for the remaining oncology business which has the potential to yield significant returns to Geron, we will inevitably review the extent of our exposure to Geron in the future once the regenerative medicine business has been divested and its stock price more accurately reflects the value of its remaining underlying business. Outlook As noted above, significant structural problems remain to be resolved and in some cases even addressed in many leading Western economies. While a clear but relatively hesitant recovery from the global recession and banking crisis has been seen over the past two years, much of this has been fuelled by the unprecedented credit easing activities of the US Federal Reserve, European Central Bank and other central banks. The overhang of sovereign and retail indebtedness in developed countries and the unwillingness of banks to extend credit still has the potential to depress growth and impede the recovery necessary to repair these imbalances. In addition, political risks also cloud the outlook with the number of elections due to take place in 2012 and the prospect of increased popular dissent in reaction to the severe but necessary austerity programmes implemented by many governments. It is hoped that the recently somewhat better than expected economic performance in the USA together with sustained growth levels in China and other leading developing economies will be sufficient to offset the downward pressure placed on world growth by the structural problems currently being experienced by European economies. At the moment, markets remain supported by multiple years of unprecedented monetary stimulation which at some point must be withdrawn. It is only at that point that it will become evident whether a sufficient base of economic growth and stability has been achieved to allow markets to return to their natural function of pricing underlying financial and economic risks and prospects. Jonathan Woolf 25 April 2012 Group income statement For the year ended 31 December 2011 2011 2010 Revenue Capital Total Revenue Capital Total return return return return Â£ 000 Â£ 000 Â£ 000 Â£ 000 Â£ 000 Â£ 000 Investment income (note 2,934 - 2,934 2,489 - 2,489 2) Holding (losses)/gains on investments at fair - - value through profit or loss (7,612) (7,612) 2,927 2,927 Losses on disposal of investments at fair - (1,395) (1,395) - (1,641) (1,641) value through profit or loss Expenses (347) (194) (541) (343) (189) (532) ________ ________ ________ ________ ________ ________ Profit/(loss) before tax 2,587 (9,201) (6,614) 2,146 1,097 3,243 Tax (4) - (4) (7) - (7) ________ ________ ________ ________ ________ ________ Profit/(loss) for the 2,583 2,139 period (9,201) (6,618) 1,097 3,236 ________ ________ ________ ________ ________ ________ Earnings per share Basic - ordinary shares 8.93p (36.80)p (27.87)p 7.16p 4.39p 11.55p ________ ________ ________ ________ ________ ________ Diluted - ordinary 7.38p (26.29)p (18.91)p 6.11p 3.13p 9.24p shares ________ ________ ________ ________ ________ ________ The group does not have any income or expense that is not included in the profit for the period. Accordingly, the 'Profit/(loss) for the period' is also the 'Total Comprehensive Income for the period' as defined in IAS 1(revised) and no separate Statement of Comprehensive Income has been presented. The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations. All profit and total comprehensive income is attributable to the equity holders of the parent company. There are no minority interests. Group statement of changes in equity For the year ended 31 December 2011 Share Capital Retained Total capital reserve earnings Â£ 000 Â£ 000 Â£ 000 Â£ 000 Balance at 31 December 2009 35,000 (4,807) 844 31,037 Changes in equity for 2010 Profit for the period - 1,097 2,139 3,236 Ordinary dividend paid (note 4) - - (1,725) (1,725) Preference dividend paid (note 4) - - (350) (350) ________ ________ ________ ________ Balance at 31 December 2010 35,000 (3,710) 908 32,198 Changes in equity for 2011 (Loss)/profit for the period - (9,201) 2,583 (6,618) Ordinary dividend paid (note 4) - - (1,800) (1,800) Preference dividend paid (note 4) - - (350) (350) ________ ________ ________ ________ Balance at 31 December 2011 35,000 (12,911) 1,341 23,430 ________ ________ ________ ________ Registered number: 00433137 Group Balance Sheet For the year ended 31 December 2011 Group 2011 2010 Â£ 000 Â£ 000 Non-current assets Investments - fair value through profit or loss 21,618 30,881 Current assets Receivables 81 623 Derivatives - fair value through profit or loss 3,322 2,385 Cash and cash equivalents 122 509 __________ __________ 3,525 3,517 __________ __________ Total assets 25,143 34,398 __________ __________ Current liabilities Trade and other payables 80 760 Derivatives - fair value through profit or loss 1,633 1,440 __________ __________ (1,713) (2,200) __________ __________ Total assets less current liabilities 23,430 32,198 __________ __________ Net assets 23,430 32,198 __________ __________ Equity attributable to equity holders Ordinary share capital 25,000 25,000 Convertible preference share capital 10,000 10,000 Capital reserve (12,911) (3,710) Retained revenue earnings 1,341 908 __________ __________ Total equity 23,430 32,198 __________ __________ Approved: 25 April 2012 Group cash flow statement For the year ended 31 December 2011 Year ended Year ended 2011 2010 Â£ 000 Â£ 000 CASH FLOWS FROM OPERATING ACTIVITIES (Loss)/profit before tax (6,614) 3,243 Adjustments for: Loss/(gain) on investments 9,007 (1,286) Scrip dividends (7) (167) Film income tax deducted at source (4) (7) Proceeds on disposal of investments at 18,579 16,500 fair value through profit and loss Purchases of investments at fair value (19,756) (15,701) through profit and loss __________ __________ Operating cash flows before movements in 1,205 2,582 working capital Increase in receivables (155) (2,770) Increase in payables 538 1,786 __________ __________ Net cash from operating activities before 1,588 1,598 income taxes Income taxes recovered 1 - __________ __________ NET CASH FLOWS FROM OPERATING ACTIVITIES 1,588 1,599 __________ __________ CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid on ordinary shares (1,800) (1,725) Dividends paid on preference shares (175) (350) __________ __________ NET CASH USED IN FINANCING ACTIVITIES (1,975) (2,075) __________ __________ NET DECREASE IN CASH AND CASH EQUIVALENTS (387) (476) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 509 985 __________ __________ CASH AND CASH EQUIVALENTS AT END OF YEAR 122 509 __________ __________ Purchases and sales of investments are considered to be operating activities of the company, given its purpose, rather than investing activities. 1 Basis of preparation and going concern The financial information set out above contains the financial information of the company and its subsidiaries (together referred to as the "Group") for the year ended 31 December 2011. The financial statements have been prepared on the historical cost basis except for the measurements at fair value of investments, derivative financial instruments and subsidiaries. The same accounting policies as those published in the statutory accounts for 31 December 2010 have been applied. The information for the year ended 31 December 2011 is an extract from the statutory accounts to that date. Statutory accounts for 2010, which were prepared under IFRS as adopted by the EU, have been delivered to the registrar of companies and those for 2011, prepared under IFRS as adopted by the EU, will be delivered in due course. The auditors have reported on the 31 December 2011 year end accounts and their reports were unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and did not contain statements under section 498(2) or (3) of the Companies Act 2006. The directors, having made enquiries, consider that the Group has adequate financial resources to enable it to continue in operational existence for the foreseeable future. Accordingly, the directors believe that it is appropriate to continue to adopt the going concern basis in preparing the Group's accounts. 2 Income 2011 2010 Â£ 000 Â£ 000 Income from investments UK dividends 2,119 1,968 Overseas dividends 506 10 Scrip and in specie dividends 7 167 Interest on fixed income securities 102 102 Rental income (PID) - 7 Property unit trust income 22 23 Film revenues 172 188 __________ __________ 2,928 2,465 __________ __________ Other income Deposit interest 1 1 Other 5 23 __________ __________ 6 24 __________ __________ Total income 2,934 2,489 __________ __________ Total income comprises: Dividends 2,632 2,145 Interest 103 103 Film revenues 172 188 Property income 22 30 Gain on foreign exchange 5 23 __________ __________ 2,934 2,489 __________ __________ Income from investments Listed investments 2,717 2,238 Unlisted investments 211 227 __________ __________ 2,928 2,465 __________ __________ Of the Â£ 2,632,000 (2010 - Â£2,145,000) dividends received in the group accounts, Â£2,060,000 (2010 - Â£ 1,525,000) related to special and other dividends received from investee companies that were bought after the dividend announcement. There was a corresponding capital loss of Â£2,183,000 (2010 - Â£ 1,769,000), on these investments. 3 Earnings per ordinary share The calculation of the basic (after deduction of preference dividend) and diluted earnings per share is based on the following data: 2011 2010 Revenue Capital Total Revenue Capital Total return return return return Â£ 000 Â£ 000 Â£ 000 Â£ 000 Â£ 000 Â£ 000 Earnings: Basic 2,233 (9,201) (6,968) 1,789 1,097 2,886 Preference dividend 350 - 350 350 - 350 __________ __________ __________ __________ __________ __________ Diluted 2,583 (9,201) (6,618) 2,139 1,097 3,236 __________ __________ __________ __________ __________ __________ Basic revenue, capital and total return per ordinary share is based on the net revenue, capital and total return for the period after tax and after deduction of dividends in respect of preference shares and on 25 million (2010: 25 million) ordinary shares in issue. The diluted revenue, capital and total return is based on the net revenue, capital and total return for the period after tax and on 35 million (2010: 35 million) ordinary and preference shares in issue. 4 Dividends 2011 2010 Â£ 000 Â£ 000 Amounts recognised as distributions to equity holders in the period: Dividends on ordinary shares: Final dividend for the year ended 31 December 2010 of 4.5p (2009:4.2) per share 1,125 1,050 Interim dividend for the year ended 31 December 2011 of 2.7p 675 675 (2010:2.7p) per share __________ __________ 1,800 1,725 __________ __________ Proposed final dividend for the year ended 31 December 2011 of 4.7p (2010:4.5p) per share 1,175 1,125 __________ __________ Dividends on 3.5% cumulative convertible preference shares: Preference dividend for the 6 months ended 31 December 2010 of 1.75p (2009:1.75p) per share 175 175 Preference dividend for the 6 months ended 30 June 2011 of 1.75p (2010:1.75p) per share 175 175 __________ __________ 350 350 __________ __________ Proposed preference dividend for the 6 months ended 31 December 2011 of 1.75p (2010:1.75p) per share 175 175 __________ __________ The preference dividend for the 6 months ended 30 June 2011 was paid as a dividend in specie. The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements in accordance with IFRS. We have set out below the total dividend payable in respect of the financial year, which is the basis on which the retention requirements of Sections 1158 and 1159 of the Corporation Tax Act 2010 are considered. Dividends proposed for the period 2011 2010 Â£ 000 Â£ 000 Dividends on ordinary shares: Interim dividend for the year ended 31 December 2011 of 2.7p (2010:2.7p) per share 675 675 Proposed final dividend for the year ended 31 December 2011 of 4.7p (2010:4.5p) per share 1,175 1,125 __________ __________ 1,850 1,800 __________ __________ Dividends on 3.5% cumulative convertible preference shares: Preference dividend for the year ended 31 December 2011 of 1.75p (2010:1.75p) per share 175 175 Proposed preference dividend for the year ended 31 December 2011 of 1.75p (2010:1.75p) per share 175 175 __________ __________ 350 350 __________ __________ 5 Net asset values Net asset Net assets value per share attributable 2011 2010 2011 2010 Â£ Â£ Â£ 000 Â£ 000 Ordinary shares Undiluted 0.54 0.89 13,430 22,198 Diluted 0.67 0.92 23,430 32,198 The undiluted and diluted net asset values per Â£1 ordinary share are based on net assets at the year end and 25 million (undiluted) ordinary and 35 million (diluted) ordinary and preference shares in issue. The undiluted net asset value per convertible Â£1 preference share is the par value of Â£1. The diluted net asset value per ordinary share assumes the conversion of the preference shares to ordinary shares. Principal risks and uncertainties The principal risks facing the company relate to its investment activities and include market risk (other price risk, interest rate risk and currency risk), liquidity risk and credit risk. The other principal risks to the company are loss of investment trust status and operational risk. These will be explained in more detail in the notes to the 2011 Annual Report and Accounts, but remain unchanged from those published in the 2010 Annual Report and Accounts. Related party transactions The company rents its offices from Romulus Films Limited, and is also charged for its office overheads. The salaries and pensions of the company's employees, except for the three non-executive directors, are paid by Remus Films Limited and Romulus Films Limited and are recharged to the company. There have been no other related party transactions during the period, which have materially affected the financial position or performance of the group. During the period transactions between the company and its subsidiaries have been eliminated on consolidation. Capital Structure The company's capital comprises Â£35,000,000 (2010 - Â£35,000,000) being 25,000,000 ordinary shares of Â£1 (2010 - 25,000,000) and 10,000,000 non-voting convertible preference shares of Â£1 each (2010 - 10,000,000). The rights attaching to the shares will be explained in more detail in the notes to the 2011 Annual Report and Accounts, but remain unchanged from those published in the 2010 Annual Report and Accounts. Directors' responsibility statement The directors are responsible for preparing the financial statements in accordance with applicable law and regulations. The directors confirm that to the best of their knowledge the financial statements prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and the profit of the company and the undertakings included in the consolidation taken as a whole and that the Chairman's Statement, Managing Director's Report and the Directors' report include a fair review of the information required by rules 4.1.8R to 4.2.11R of the FSA's Disclosure and Transparency Rules, together with a description of the principal risks and uncertainties that the company faces. Annual General Meeting This year's Annual General Meeting has been convened for Tuesday 26 June 2012 at 12.15pm at Wessex House, 1 Chesham Street, London SW1X 8ND.

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