Preliminary Statement of Annual Results

CAPITAL GEARING TRUST P.L.C (the `Company') PRELIMINARY STATEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 5 APRIL 2010 FINANCIAL HIGHLIGHTS 5 April 2010 5 April 2009 % Change Share Price 2,630.0p 2,370.0p +11.0 Net Asset Value per Share 2,467.4p 2,125.4p +16.1 Premium 6.6% 11.5% - Shareholders' Funds £69.0m £59.4m +16.1 Market Capitalisation £73.5m £66.2m +11.0 Total Expense Ratio* 1.4% 1.6% -12.5 Dividend per Share# 22.5p 22.0p +2.3 * Operating expenses (excluding the VAT refund received during 2009) divided by total assets less current liabilities # If approved at the AGM, the following timetable will be followed: payment date: 12 July 2010, record date: 4 June 2010, ex-dividend date: 2 June 2010 CHAIRMAN'S STATEMENT Overview In the year to 5 April 2010 the net asset value per share increased by 16.1% to an all time high of 2,467.4p. I am therefore pleased to report that the stated investment objective of achieving capital growth in absolute terms has again been met, albeit during a period when world equity markets rebounded strongly from the depressed levels of last year. Over the year, the FTSE Equity Investment Instruments Index was up by 46.2% and the FTSE All-Share Index by 43.5%. However, even after such a strong performance, the UK equity market, as measured by the FTSE All-Share Index, remains 15% below its June 2007 peak. Conversely, as confidence and investors' appetite for risk increased, defensive investments such as high quality bond markets performed poorly, with the FTSE Government All Stock Index falling by 1.9% over the year. Earnings per share for the period amounted to 23.8p compared to 28.5p last year; the difference largely a consequence of the VAT refund on management fees received during 2009. Reflecting the policy of capital preservation as well as absolute growth, as at the year end, fixed interest, index linked securities and cash represented 67.7% of total assets with a further 12.2% held in zero dividend preference shares. Adjusting for the relative performance of bond and equity markets there was no significant movement in the collective weighting of these broad asset classes over the year, although as at the reporting date the cash content had increased to 7.1%. Dividend Last year, a total distribution of 22.0p was paid. This was made up of 14.0p plus a special dividend of 8.0p. At this year's Annual General Meeting (`AGM'), and subject to shareholder approval, the Board will recommend a total distribution of 22.5p made up of 15.0p plus a special dividend of 7.5p. The special dividend continues to reflect the relatively high exposure to bonds that might at some stage be switched into lower yielding growth investments. Continuation of the Company As stated in previous reports, the Board remains committed to offering shareholders the periodic opportunity to realise their investment in the Company. This commitment was last honoured in November 2008 by way of a sale and purchase facility and it is the Board's current intention to next offer shareholders a similar opportunity to realise their investment in 2015. Annual General Meeting This year, the AGM will be held in London at the offices of Smith & Williamson Investment Management Limited on Wednesday 7 July 2010 at 11.00 a.m. The Notice convening the forty seventh AGM of the Company is set out in the Annual Report and I and the rest of the Board look forward to meeting you then. As in previous years, after the formal business of the meeting has concluded, our investment manager will be making a short presentation on the outlook for markets and the Company's investments. Issuance and Repurchase of Shares The Board continues to operate an informal discount/premium control mechanism whereby major market supply and demand imbalances are satisfied by either the issuance of shares at a premium to net asset value or buying back shares at a discount. At the last AGM shareholders approved the necessary resolutions to enable these policies to be renewed and although no change in the issued capital took place during our last financial year, similar resolutions will again be put forward at this year's AGM. The Board This year Mr R P A Spiller and I will retire at the AGM and offer ourselves for re-election in accordance with the guidelines for good practice set out in the AIC Code of Corporate Governance and the Combined Code. Mr G A Prescott will also be seeking re-election, following his appointment by the Board on 5 February 2010. As announced earlier in the year, it is intended that Mr Prescott will take over the responsibilities of Mr Morton who, after 12 years on the Board, will retire at this year's AGM. On behalf of the Board and the Company I would like to express my thanks to Campbell for his service to the Company and we wish him a happy retirement. Further details in respect of each Director's retirement, evaluation and re-election can be found in the Annual Report. Regulatory Changes As reported last year, a revised version of the Articles of Association will be proposed for approval at this year's AGM to take account of the final phase of implementation of the Companies Act 2006, which took effect on 1 October 2009, as well as the provisions of the Companies (Shareholders' Rights) Regulations 2009, which came into force on 3 August 2009. Details of the main changes proposed to be made to the Articles can be found in the Annual Report. Shareholders will also be aware that the Company, together with other interested parties, have joined the AIC in lobbying EU policymakers to reduce the compliance burden and associated costs of the proposed Alternative Investment Fund Managers (AIFM) Directive. The final legislation is likely to come into force in 2012 or 2013 and the Board will keep shareholders informed of further progress in this regard through the regular reports that we publish. Other upcoming regulatory changes of interest to shareholders include the improvement of the tax regime for investment trusts, with the `Streaming' regime to exempt interest income now being used, possible reforms of Chapter 4 of Part 24 of the Corporation Tax Act 2010 (formerly section 842 of the Income and Corporation Taxes Act 1988), which the Government is committed to reviewing this summer with a view to implementing changes in 2011 and, finally, the FSA's recent announcement of the Retail Distribution Review which should signal the end of commission bias against closed-ended funds by 2012. Outlook In my report last year, I suggested that equity markets could well respond positively to both an upturn in the inventory cycle and the fiscal and monetary stimulus being provided by the authorities. At the same time, the structural imbalances brought about by burgeoning government and household debt in the UK and US would lead eventually to a rather unappetising combination of sub-trend economic growth and the possibility of rising rates of inflation. In the event, the recovery in equities has been greater than expected but the longer term uncertainties flagged last year are still prevalent. These risks continue to be reflected in the defensive asset mix of the investment portfolio. Mr T R Pattison 25 May 2010 INVESTMENT MANAGER'S REPORT Review As reported by the Chairman, the NAV increased by 16.1%; this was satisfactory for an absolute return fund, but well behind the FTSE All-Share increase of 43.5%. At least, the NAV is at an all time high, unlike the equity markets. As that number suggests, confidence improved dramatically over the period and equity earnings were indeed markedly higher than had been expected 12 months before. As discussed below, this may be something of a honeymoon period, but for the moment optimism has replaced fear as the predominant emotion. Some high quality bond markets, a haven in times of fear, were adversely affected by the recovery, with gilts falling in capital value. However, German and Swiss bonds improved. Index linked bonds did much better and the duration of the portfolio of TIPS in the US was increased. In addition, more UK index linked gilts were bought; the RPI alone contributed 4% to the 10% increase in value. Currencies, that had been so helpful the previous year, saw modest falls for the US Dollar and the Euro against Sterling, though the Canadian Dollar, Swiss Franc and Swedish Krona did well. The endowment funds are coming to an end, and this year saw the end of Allied Dresdner Endowment 2009, Barclays Global Endowment and Life Offices Opportunity, all having been steady contributors. The allocation to equities was too low, but at least the return on the investment trusts, at over 60%, was better than the 46% return on the FTSE Equity Investment Instruments Index (the old Investment Trust Index). Profits were taken on the funds of hedge funds that were bought on large discounts in the winter of 2008/09. Advance UK, Third Advance Valuation Realisation, Active Capital and Principle Capital went into liquidation, having been purchased at useful discounts; the holding in Directors Dealing Trust was tendered at a low discount. New additions included Vision Opportunity of China and Advance Developing Markets Subscription Shares. The latter provides excellent exposure to developing economies with limited downside. In the property sector, Henderson Global Property saw its discount narrow from a trough of 35% to less than 10% and most of the holding was sold. Less happily, TR Sigma languished at a mid 20's discount with no response from its directors. In private equity, we were fortunate to acquire additional shares in Mithras at a better than 50% discount; this fund is in run-off. Overall, the portfolio has remained defensive in the belief that the economy of the world and especially the UK is fragile, with inflation a significant threat to the maintenance of the real value of the portfolio; the preservation of real values remains the first objective of the trust. Outlook The world economy is recovering at a faster rate than expected, sustained by inventory cycles and the stimulus provided by governments. Even private capital expenditure is well off its lows. Nowhere has the stimulus been greater than in China; the elimination of the substantial trade surplus has been a boon to its trading partners, particularly the commodity producers. Unfortunately, the fall in net exports from some 8% of GDP in 2008 to nil now has been replaced, not by consumer expenditure - which might be sustainable - but by a splurge in capital expenditure, especially property and infrastructure. There is concern that much of the latter is subject to large misallocations of capital, but in any case growth may slow from here as the level of stimulus is not repeated. In addition, inflationary threats are developing in the coastal economies that supply the rest of the world; China may be a source of inflation after two decades of being a source of deflation. China is but one example of countries where fiscal stimulus has offset the demand shortages caused by shrinking production. Greece is important not so much for its financing difficulties - though these may result in large losses for banks - but for the signal it sends that the limit of fiscal deficits has been reached. Throughout Europe and the US, the pressure on governments is to rein in expenditure and this, combined with the maturing of the inventory cycle, runs the risk of growth being lower than expected by the authorities or the markets; in fact growth may be as persistently weak as has characterised recoveries from financial crises in the past rather than the more rapid recovery from normal recessions, as demonstrated by Professors Reinhardt and Rogoff. For some countries net exports might help, but clearly not in aggregate. If growth does disappoint, then the fiscal position for the UK would look dire. Reinhardt and Rogoff estimate that public debt impacts growth rates once it reaches 90% of GDP. That is the Treasury's planned level for 5 years time. If the economy is weaker than assumed, that level would be exceeded and require further tightening in an already fragile situation. In any case, the Debt Management Office will struggle to finance the current fiscal year without inducing higher interest rates; printing may have to fill the gap. So the world as a whole faces the danger of slow growth against a background of major imbalances. Savings rates are still too low in the US and the UK. Debt levels have soared for governments and barely diminished for consumers. Banks are still fragile - the IMF is expecting a further $800 billion of loan losses - and are not providing finance for small companies, the engine of growth. Only the current account deficits look better (partly reflecting Chinese deterioration) and the housing bubbles outside China are now less of a threat. Against that background, the aim for portfolios must primarily be the preservation of capital in real terms. Inflation will be moderate in most countries in the short term, but with further currency printing likely in the US and the UK and the appetite for inflation as a solution to excessive debt within those two central banks, inflation is a real threat to long term capital. Fortunately, inflation protected bonds, the modern version of gold, still look attractive outside the UK, and provide a solid anchor to the portfolio. In Europe, deflationary forces may last much longer as fiscal retrenchment continues with monetary restraint, so the outcome may be low growth and little inflation; a repeat of post 1990 Japan. That makes German Bunds attractive, with large potential capital gains as long term interest rates fall. For equities, liquidity will be much less helpful than in the last year; in the UK the government was a net redeemer of gilts; this year it is trying to borrow £160 billion. The US story is similar. There is even talk of central banks unwinding their purchases, though further printing actually looks more likely. Equity valuations are poor; both long term cyclically adjusted p/e and `q', the ratio of market capitalisation to book value, suggest an over valuation of about 40% for the S&P 500 and the yield is lower than long TIPS. That looks stretched given the prospect of little real growth in dividends. In the short term, profit margins have held up surprisingly well and if that continues may provide some underpinning of markets, but the level of risk inherent in a richly valued market in an uncertain economic environment makes a low exposure appropriate. In a sense that is a pity, because investment trusts will offer good prospects for outperforming the market. Mr R P A Spiller 25 May 2010 BUSINESS REVIEW AND PRINCIPAL RISKS The Business Review has been prepared in accordance with the requirements of Section 417 of the Companies Act 2006. A review of the year's activities and an indication of future policy are given in the Chairman's Statement and Investment Manager's Report. The principal risks and uncertainties facing the Company are detailed below and in the Notes to the Financial Statements. The very nature of forward looking statements involves uncertainty as events beyond the control of the Company may affect actual results. Performance and results may therefore differ from the plans and objectives of the Company; neither the Directors, nor the Company take responsibility for matters outside of its control. Investment Objective The investment objective and policy are monitored to ensure continued investor interest and for consideration of continuation of the Company in its present form. Investment performance is monitored and the Investment Manager presents a report to each Board meeting for consideration and discussion. Premium/Discount Level The Board regularly reviews the level of premium/discount and, in the event of prolonged trading at a discount, consideration is given to enhancement strategies for the share price. The Board operates an informal discount control mechanism and will buy in shares as and when necessary to manage the discount at an appropriate level. Stock Price Uncertainty of future stock prices presents a risk in relation to potential losses on market positions held. The Board, with the Investment Manager, considers asset allocation on a regular basis to minimise potential risks where possible. Shareholder Register The Board reviews all large transactions and periodically considers a full shareholder analysis. In the event of activist shareholders being attracted onto the Register, the Board would be able to consider quickly whether any action was required. Other Risks Risks associated with the Company's financial instruments include Market Price, Interest Rate, Credit and Foreign Currency; information relating to such risks is given in note 9. Other risks are identified and managed by the Company's internal control system, which is summarised in the Annual Report. Social, Community and Environmental Matters The Company does not have any employees. The Company invests primarily in closed ended and other collective investment vehicles with the objective of achieving capital growth. The Board is of the opinion that the underlying investee companies have policies to act with due regard to community, welfare and environmental factors and do not therefore intervene in these areas. Political and Charitable Contributions No contributions were made during the year for political or charitable purposes (2009: nil). Key Performance Indicators ('KPIs') The Board monitors numerous KPI indices and ratios for the purpose of assessing and reporting investment performance. The Chairman, in his statement, has summarised performance of the Company's net asset value (`NAV') per share for the year to 5 April 2010 and has compared this year's capital growth (in absolute terms) against the FTSE Equity Investment Instruments Index, the FTSE All-Share Index and the FTSE Government All Stock Index. He also describes the earnings per share and dividends paid for the year. A graph showing the Company's NAV per share compared with the FTSE Equity Investment Instruments Index over the period from 1982 is shown in the Annual Report. A comparison of the Company's share price total return over the last five years, compared with the FTSE Equity Investment Instruments Index which reflects the performance of similar companies, is also shown in the Annual Report. In addition, the Board monitors the following additional KPIs: * Share price premium/discount to NAV, an important measure of demand for the Company's shares and a key indicator of the need for shares to be bought back (if discount to NAV is high) or issued (if share price is at a premium to NAV). At the start of the year under review the premium to NAV was 11.5% compared with 6.6% at the year end. * Expense ratios, which enable the Board to measure the control of costs and help in meeting the dividend payment objective. The ratio of operating expenses to net assets was 1.4% for the year to 5 April 2010 (2009: 1.6%, excluding the VAT refund received during the year). STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under Company Law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the net return of the Company for that period. In preparing these financial statements, the Directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and * prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Financial Statements are published on the Company's website, www.capitalgearingtrust.com, which is a website maintained by TMF Corporate Secretarial Services Limited. The Directors are responsible for the maintenance and integrity of the Company's corporate website and financial information included within the website. The work carried out by the Auditors does not involve consideration of these matters and, accordingly, the Auditors accept no responsibility for changes that may have occurred to the Financial Statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, whose names and functions are listed in the Annual Report confirm that, to the best of their knowledge: * the Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company; and * the Report of the Directors includes a fair review 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 it faces. For and on Behalf of the Board Mr T R Pattison Chairman 25 May 2010 PORTFOLIO ANALYSIS Distribution of Investment Funds of £68,309,000 (2009: £58,617,000) 2010 2009 UK North Europe Elsewhere Total Total America % % % % % % Investment Trust Assets: Ordinary shares 8.5 2.6 4.1 4.6 19.8 16.0 Endowment funds 0.3 - - - 0.3 3.6 Zero dividend preference 12.2 - - - 12.2 10.7 shares Other Assets: Index linked 11.4 21.0 1.0 - 33.4 33.8 Fixed interest 2.5 - 24.0 - 26.5 32.3 Floating interest 0.7 - - - 0.7 1.8 Cash 7.1 - - - 7.1 1.8 -------------------------------------------------------------------------------- 42.7 23.6 29.1 4.6 100.0 100.0 ================================================================================ INCOME STATEMENT for the year ended 5 April 2010 2010 2009 Note Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Net gains/(losses) on - 9,566 9,566 - (4,566) (4,566) investments Exchange gains - 299 299 - 4,293 4,293 Investment income 2 1,317 - 1,317 1,417 - 1,417 ---------------------------------------------------------------------------------- Gross return/(loss) 1,317 9,865 11,182 1,417 (273) 1,144 Investment management fee 3 (165) (384) (549) (147) (344) (491) VAT refund on investment 3 - - - 101 237 338 management fee Transaction costs - (70) (70) - (75) (75) Other expenses (315) - (315) (357) - (357) ---------------------------------------------------------------------------------- Net return/(loss) on 837 9,411 10,248 1,014 (455) 559 ordinary activities before tax Tax on ordinary activities 5 (171) 96 (75) (218) 92 (126) ---------------------------------------------------------------------------------- Net return/(loss) 666 9,507 10,173 796 (363) 433 attributable to equity shareholders ================================================================================== Return/(loss) per Ordinary 7 23.83p 340.15p 363.98p 28.48p (12.99)p 15.49p Share ================================================================================== The total column of this statement is the Income Statement of the Company. The revenue return and capital return columns are supplementary to this and are prepared under guidance issued by the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 5 April 2010 2010 2009 £'000 £'000 Net return attributable to equity 10,173 433 shareholders ---------------------------------------------------------------- Total gains and losses recognised for the 10,173 433 year ================================================================ RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 5 April 2010 Note Called Share Capital Capital Capital Revenue Total up premium redemption reserve reserve reserve share account reserve arising on arising on capital investments investments held sold £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 6 699 8,114 16 8,009 41,215 1,379 59,432 April 2008 Exchange - - - 3,627 666 - 4,293 gains on investments Net gains on - - - - 2,527 - 2,527 realisation of investments Net decrease - - - (7,093) - - (7,093) in unrealised appreciation Transfer on - - - (1,232) 1,232 - - disposal of investments Transaction - - - (64) (11) - (75) costs Costs 3 - - - - (344) - (344) charged to capital VAT refund 3 - - - - 237 - 237 Tax on costs 5 - - - - 92 - 92 charged to capital Net revenue - - - - - 796 796 for the year ------------------------------------------------------------------------------------- Total 699 8,114 16 3,247 45,614 2,175 59,865 ------------------------------------------------------------------------------------- Dividends 6 - - - - - (461) (461) ------------------------------------------------------------------------------------- Balance at 5 699 8,114 16 3,247 45,614 1,714 59,404 April 2009 ===================================================================================== Balance at 6 699 8,114 16 3,247 45,614 1,714 59,404 April 2009 Exchange - - - 214 85 - 299 gains on investments Net gains on - - - - 6,063 - 6,063 realisation of investments Net increase - - - 3,503 - - 3,503 in unrealised appreciation Transfer on - - - 3,044 (3,044) - - disposal of investments Transaction - - - (57) (13) - (70) costs Costs 3 - - - - (384) - (384) charged to capital Tax on costs 5 - - - - 96 - 96 charged to capital Net revenue - - - - - 666 666 for the year ------------------------------------------------------------------------------------- Total 699 8,114 16 9,951 48,417 2,380 69,577 ------------------------------------------------------------------------------------- Dividends 6 - - - - - (615) (615) ------------------------------------------------------------------------------------- Balance at 5 699 8,114 16 9,951 48,417 1,765 68,962 April 2010 ===================================================================================== BALANCE SHEET at 5 April 2010 Note 2010 2009 £'000 £'000 Fixed assets Investments: Listed investments 63,462 57,550 ------------------------------------------------------------------------------- Current assets Debtors 5,322 1,525 Cash at bank 402 634 ------------------------------------------------------------------------------- 5,724 2,159 Creditors: amounts falling due within one (224) (305) year ------------------------------------------------------------------------------- Net current assets 5,500 1,854 ------------------------------------------------------------------------------- Net assets 68,962 59,404 =============================================================================== Capital and reserves Called up share capital 699 699 Share premium account 8,114 8,114 Capital redemption reserve 16 16 Capital reserve arising on investments held 9,951 3,247 Capital reserve arising on investments sold 48,417 45,614 Revenue reserve 1,765 1,714 ------------------------------------------------------------------------------- Total equity shareholders' funds 68,962 59,404 =============================================================================== Net asset value per Ordinary Share 8 2,467.4p 2,125.4p =============================================================================== Approved by the Board on 25 May 2010 Mr T R Pattison Chairman CASH FLOW STATEMENT for the year ended 5 April 2010 Note 2010 2009 £'000 £'000 Net cash inflow from operating activities 422 942 -------------------------------------------------------------------------------- Foreign tax paid on investment income (64) (60) -------------------------------------------------------------------------------- Corporation tax paid (78) - -------------------------------------------------------------------------------- Capital expenditure and financial investment Payments to acquire investments (15,093) (24,013) Receipts from sale of investments 18,976 20,966 -------------------------------------------------------------------------------- 3,883 (3,047) -------------------------------------------------------------------------------- Equity dividends paid 6 (615) (461) -------------------------------------------------------------------------------- Management of liquid resources Change in cash held by custodians awaiting (3,780) 3,021 investment -------------------------------------------------------------------------------- (Decrease)/increase in cash (232) 395 ================================================================================ NOTES TO THE FINANCIAL STATEMENTS 5 April 2010 1 Accounting Policies The Financial Statements have been prepared on a going concern basis in accordance with the Companies Act 2006 and under the historical cost basis of accounting, modified to include revaluation of investments at fair value. The Financial Statements have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice (`SORP') for investment trusts issued by the Association of Investment Companies in January 2009. All of the Company's operations are of a continuing nature. 2 Investment income 2010 2009 £'000 £'000 Income from investments: Income from UK bonds 271 265 Income from UK equity and non-equity 275 241 investments Overseas interest 767 836 --------------------------------------------------------------------- 1,313 1,342 Deposit interest 4 75 --------------------------------------------------------------------- Total income 1,317 1,417 ===================================================================== 2010 2009 £'000 £'000 Total income comprises: Dividends 275 241 Interest 1,042 1,176 --------------------------------------------------------------------- 1,317 1,417 ===================================================================== 2010 2009 £'000 £'000 Income from investments comprises: Listed in the UK 546 506 Listed overseas 767 836 --------------------------------------------------------------------- 1,313 1,342 ===================================================================== 3 Investment management fee 2010 2009 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment management fee 165 384 549 147 344 491 VAT refund on investment - - - (101) (237) (338) management fee --------------------------------------------------------------------------------- Net investment management fee 165 384 549 46 107 153 ================================================================================= The Company's Investment Manager CG Asset Management Limited received an annual management fee equal to 0.85% of the gross assets of the Company. At 5 April 2010 £144,195 (2009: £123,678) was payable. 70% of the total investment management fee and connected costs are allocated to the capital reserve arising on investments sold. 4 Directors' fees 2010 2009 Total Total £'000 £'000 The fees payable to the Directors were as follows: Mr T R Pattison 20 20 Mr J C Morton 15 15 Mr R P A Spiller 13 13 Mr E G Meek 13 13 Mr G A Prescott 3 - ---------------------------------------------------------------- 64 61 ================================================================ Mr R P A Spiller's fees are paid directly to his employer and VAT is an additional cost thereon. The Company made no pension contributions (2009: £nil) in respect of Directors and no pension benefits are accruing to any Director (2009: £nil). Mr R P A Spiller received remuneration totalling £55,000 (2009: £55,000) from CG Asset Management Limited in respect of services provided by that company to Capital Gearing Trust p.l.c. Details of transactions with CG Asset Management Limited, of which Mr R P A Spiller is a director, are disclosed in note 3. There were no other transactions with Directors during the year. 5 Tax on ordinary activities 2010 2009 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Current tax: Corporation tax (141) 96 (45) (203) 92 (111) Foreign tax (18) - (18) (15) - (15) Adjustment in respect of (12) - (12) - - - prior year -------------------------------------------------------------------------------- Total current tax (171) 96 (75) (218) 92 (126) ================================================================================ The current tax charge is reconciled to the standard rate of Corporation Tax of 28% (2009: 28%) by the following factors: 2010 2009 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Return on ordinary activities 837 9,411 10,248 1,014 (455) 559 before taxation Return on ordinary activities at 234 2,635 2,869 284 (127) 157 the standard rate of UK Corporation Tax UK franked dividends* (77) - (77) (68) - (68) Capital returns* - (2,742) (2,742) - 97 97 Adjustment for reduced rate of (16) 11 (5) (13) 6 (7) tax Losses brought forward - - - - (68) (68) Irrecoverable foreign tax 18 - 18 15 - 15 Under provision in prior year 12 - 12 - - - --------------------------------------------------------------------------------- Current tax charge for the year 171 (96) 75 218 (92) 126 ================================================================================= * these items are not subject to Corporation Tax within an investment trust company. No Provision for deferred tax was required at 5 April 2010 (2009: nil). 6 Dividends 2010 2009 Total Total £'000 £'000 Ordinary Shares 2009 dividend paid 13 July 2009 (22.0p per share) 615 - 2008 dividend paid 14 July 2008 (16.5p per share) - 461 The Directors have recommended to shareholders a final dividend of 22.5 pence per share for the year ended 5 April 2010. If approved, this dividend will be paid to shareholders on 12 July 2010. This dividend is subject to approval by shareholders at the Annual General Meeting and, therefore, in accordance with FRS 21, it has not been included as a liability in these financial statements. The total estimated dividend to be paid is £629,000. 2010 2009 Total Total £'000 £'000 Revenue available for distribution by way of dividend for the 666 796 year Proposed final dividend of 22.5p for the year ended 5 April 2010 (629) (615) -------------------------------------------------------------------------------- Undistributed revenue for purposes of Chapter 4 of Part 24 of the 37 181 Corporation Tax 2010* ================================================================================ * Undistributed revenue comprises approximately 2.8% (2009:13.5%) of income from investments of £1,313,000 (2009: £1,342,000). 7 Return/(loss) per Ordinary Share The return per Ordinary Share of 363.98p (2009: 15.49p) is based on the total net return after taxation for the financial year of £10,173,000 (2009: £433,000) and on 2,794,906 (2009: 2,794,906) Ordinary Shares, being the weighted average number of Ordinary Shares in issue in each year. Revenue return per Ordinary Share of 23.83p (2009: 28.48p) is based on the net revenue return on ordinary activities after taxation of £666,000 (2009: £796,000) and on 2,794,906 (2009: 2,794,906) Ordinary Shares, being the weighted average number of Ordinary Shares in issue in each year. Capital return per Ordinary Share of 340.15p (2009: loss of 12.99p) is based on the net capital return for the financial year of £9,507,000 (2009: loss of £363,000) and on 2,794,906 (2009: 2,794,906) Ordinary Shares, being the weighted average number of Ordinary Shares in issue in each year. 8 Net Asset Value per Share The net asset value per share and the net asset value attributable to each class of share at the year end calculated in accordance with the Articles of Association were as follows: Net asset value per share attributable to 2010 2009 Ordinary Shares (basic) 2,467.4p 2,125.4p Net asset value attributable to 2010 2009 £'000 £'000 Ordinary Shares (basic) 68,962 59,404 The movements during the year in the assets attributable to the Ordinary Shares were as follows: Assets attributable to Ordinary Shares £'000 Total net assets attributable at 6 April 2009 59,404 Total recognised gains for the year 10,173 Dividends appropriated in the year (615) ------------------------------------------------------------------------- Total net assets attributable at 5 April 2010 68,962 ========================================================================= Net asset value per Ordinary Share is based on the net assets, as shown above, and on 2,794,906 (2009: 2,794,906) Ordinary Shares, being the number of Ordinary Shares in issue at the year end. 9 Financial Instruments The Company's financial instruments comprise: * Investment trust ordinary shares, investment trust capital shares, investment trust zero dividend preference shares, commodity funds and real estate, and fixed and index linked securities that are held in accordance with the Company's investment objective; * Cash and liquid resources that arise directly from the Company's operations; and * Debtors and creditors. The main risks arising from the Company's financial instruments are market price risk, interest rate risk, credit risk and currency risk. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. Other debtors and creditors do not carry any interest and are short term in nature and accordingly are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Market price risk Market price risk arises mainly from uncertainty about the future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Company invests in the shares of other investment companies. These companies may use borrowings or other means to gear their balance sheets which may result in returns that are more volatile than the markets in which they invest, and the market value of investment company shares may not reflect their underlying assets. To mitigate these risks the Board's investment strategy is to select investments for their fundamental value. Stock selection is therefore based on disciplined financial, market and sector analysis, with the emphasis on long term investments. An appropriate spread of investments is held in the portfolio in order to reduce both the systemic risk and the risk arising from factors specific to a country or sector. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to consider investment strategy. A list of the main investments held by the Company is shown in the Annual Report. All investments are stated at bid value, which in the Directors' opinion is equal to fair value. Interest rate risk Bond and preference share yields, and as a consequence their prices, are determined by market perception as to the appropriate level of yields given the economic background. Key determinants include economic growth prospects, inflation, the Government's fiscal position, short term interest rates and international market comparisons. The Investment Manager takes all these factors into account when making any investment decisions as well as considering the financial standing of the potential investee company. Returns from bonds and preference shares are fixed at the time of purchase, as the fixed coupon payments are known, as are the final redemption proceeds. This means that if a bond is held until its redemption date, the total return achieved is unaltered from its purchase date. However, over the life of a bond the market price at any given time will depend on the market environment at that time. Therefore, a bond sold before its redemption date is likely to have a different price to its purchase level and a profit or loss may be incurred. Foreign currency risk The Company's investments in foreign currency securities are subject to the risk of currency fluctuations. The Investment Manager monitors current and forward exchange rate movements in order to mitigate this risk. Liquidity risk Liquidity risk is not considered to be significant as the Company has no bank loans or other borrowings. All liabilities are payable within 3 months. Credit risk In addition to interest rate risk, the Company's investment in bonds, the majority of which are government bonds, is also exposed to credit risk which reflects the ability of a borrower to meet its obligations. Generally, the higher the quality of the issue, the lower the interest rate at which the issuer can borrow money. Issuers of a lower quality will tend to have to pay more to borrow money to compensate the lender for the extra risk taken. The Investment Manager assesses the risk associated with these investments by prior financial analysis of the issuing companies as part of his normal scrutiny of existing and prospective investments and reports regularly to the Board. A further credit risk is the failure of a counterparty to a transaction to discharge its obligations under that transaction which could result in a loss to the Company. 10 Related party transactions Related party transactions with Mr R P A Spiller, a Director of the Company, are disclosed in note 4. There were no other related party transactions. The financial information set out above does not constitute the Company's statutory accounts for the years ended 5 April 2010 or 2009. The financial information for the year ended 5 April 2009 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The Auditors reported on those accounts and their report was unqualified and did not contain a statement either under Section 498(2) or Section 498(3) of the Companies Act 2006. The financial information for the year ended 5 April 2010 has been prepared using the same accounting policies as adopted in the Company's statutory accounts for the year ended 5 April 2009. The statutory accounts for the year ended 5 April 2010 will be finalised on the basis of the financial information presented by the Directors in this preliminary statement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Copies of the Company's Annual Report for the year ended 5 April 2010 will be sent to shareholders in June 2010 and will be available on the Company's website www.capitalgearingtrust.com and on request from the Company Secretary - TMF Nominees Limited, 400 Capability Green, Luton LU1 3AE, Telephone: 01582 439276; E-mail: company.secretary@capitalgearingtrust.com. For queries, please contact: Campbell Morton, Senior Independent Director Tel. 02890 763 631 TMF Corporate Secretarial Services Limited company.secretary@capitalgearingtrust.com Tel. 01582 439276
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