Final Results
SMALL COMPANIES DIVIDEND TRUST PLC
PRELIMINARY ANNOUNCEMENT OF UNAUDITED RESULTS
The Directors announce the unaudited statement of consolidated results for the
year
1 May 2005 to 30 April 2006 as follows:
CONSOLIDATED INCOME STATEMENT
for the year ended 30 April 2006
1 May 2005 to 30 April 1 May 2004 to 30 April 2005
2006 *
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investments
Gains on investments - 13,946 13,946 - 6,668 6,668
Investment income 2,625 - 2,625 2,497 - 2,497
Expenses
Investment management (237) (355) (592) (186) (279) (465)
fee
Investment management - (1,346) (1,346) - (1,698) (1,698)
performance fee
Bank interest payable (217) (325) (542) (217) (325) (542)
Appropriations in
respect of:
- Zero Dividend - (791) (791) - (733) (733)
Preference shares
- Preference shares - (4) (4) - (4) (4)
Amortisation of Zero - (32) (32) - (31) (31)
Dividend Preference
share issue costs
Other expenses (229) - (229) (218) - (218)
Total expenses (683) (2,853) (3,536) (621) (3,070) (3,691)
Net return before and 1,942 11,093 13,035 1,876 3,598 5,474
after taxation
Return per: pence pence pence pence pence pence
Ordinary share ** 12.13 69.28 81.41 11.91 22.85 34.76
Zero Dividend - 12.66 12.66 - 11.72 11.72
Preference share
Preference share - 12.66 12.66 - 11.72 11.72
The total column of this statement is the income statement of the Group,
prepared in accordance with IFRS.
All items in the above statement derive from continuing operations. No
operations were acquired or discontinued during the period.
These accounts have been prepared under International Financial Reporting
Standards (`IFRS'). Applicable accounting policies and transition statements as
required by IFRS 1: First-Time Adoption are included in the notes.
* These values have been adjusted for the adoption of IFRS from those presented
in the Annual Report for the year ended 30 April 2005. Reconciliations are
shown in the notes.
** The Company issued 500,000 Ordinary shares on 21 October 2005. The weighted
average number of shares in issue during the year is 16,013,013 (2005:
15,750,000).
CONSOLIDATED STATEMENT OF CHANGES IN NET EQUITY
for the year ended 30 April 2006
Share Share Capital Revenue Total
capital premium reserve reserve
account
£'000 £'000 £'000 £'000 £'000
Year ended 30 April 2006
30 April 2005 3,938 11,126 11,172 1,429 27,665
Issue of shares 125 - - - 125
Premium on issue of shares - 795 - - 795
Cost of issue of shares - (4) - - (4)
Net return after taxation - - 11,093 1,942 13,035
for the year
Dividends paid - - - (1,789) (1,789)
30 April 2006 4,063 11,917 22,265 1,582 39,827
Year ended 30 April 2005
30 April 2004 3,938 11,126 7,574 1,230 23,868
Net return after taxation - - 3,598 1,876 5,474
for the year
Dividends paid - - - (1,677) (1,677)
30 April 2005 3,938 11,126 11,172 1,429 27,665
These accounts have been prepared under International Financial Reporting
Standards ('IFRS'). Applicable accounting policies and transition statements as
required by IFRS 1: First-Time Adoption are included in the notes.
CONSOLIDATED BALANCE SHEET
as at 30 April 2006
30 April 30 April
2006 2005*
£'000 £'000
Non-current assets
Fair value through profit or loss 59,739 46,384
investments
Current assets
Fair value through profit or loss 27 -
investments
Debtors 692 1,705
Cash and cash equivalents 261 232
980 1,937
Total assets 60,719 48,321
Current liabilities
Other creditors (5,185) (5,776)
Bank loan (5,000) -
Zero Dividend Preference shares (10,653) -
Preference shares (54) -
(20,892) (5,776)
Total assets less current liabilities 39,827 42,545
Non-current liabilities
Bank loan - (5,000)
Zero Dividend Preference shares - (9,830)
Preference shares - (50)
- (14,880)
Total liabilities (20,892) (20,656)
Net assets 39,827 27,665
Represented by:
Share capital 4,063 3,938
Share premium account 11,917 11,126
Capital reserve 22,265 11,172
Revenue reserve 1,582 1,429
Issued capital and reserves 39,827 27,655
Net asset value per:
Ordinary share 244.89p 175.25p
Zero Dividend Preference share 170.96p 158.30p
Preference share 170.96p 158.30p
These accounts have been prepared under International Financial Reporting
Standards ('IFRS'). Applicable accounting policies and transition statements as
required by IFRS 1: First-Time Adoption are included in the notes.
*These values have been adjusted for the adoption of IFRS from those presented
in the Annual Report for the year ended 30 April 2005. Reconciliations are
shown in the notes.
Net asset values per share have been calculated in accordance with entitlements
as at the year end and in accordance with the Company's Articles of Association
and include current period revenue.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 April 2006
1 May 2005 to 1 May 2004 to
30 April 2006 30 April 2005
£'000 £'000
Operating activities
Investment income received 2,594 2,283
Bank deposit interest received 12 9
Investment management fee paid (536) (455)
Investment management performance fee (2,801) (1,064)
paid
Administration and secretarial fees paid (55) (49)
Other cash payments (151) (174)
Cash (absorbed by) /generated from (937) 550
operations
Loan interest paid (542) (540)
Net cash (outflow)/ inflow from operating (1,479) 10
activities
Investing activities
Purchases of investments (21,547) (10,558)
Sales of investments 23,360 13,451
Net cash inflow from investing activities 1,813 2,893
Financing activities
Issue of shares 920 -
Cost of issues of shares (4) -
Dividends paid (1,789) (1,677)
Net cash outflow from financing (873) (1,677)
activities
(Decrease)/increase in cash equivalents (539) 1,226
for year
Cash and cash equivalents at start of (3,621) (4,847)
year
Cash and equivalents at 30 April (4,160) (3,621)
Notes
for the year ended 30 April 2006
1 General information
The financial information contained in this announcement does not constitute
statutory financial statements as defined in Section 240 of the Companies Act
1985. The statutory financial statements for the year ended 30 April 2005,
which contained an unqualified auditors' report, have been lodged with the
Registrar of Companies and did not contain a statement required under Section
237(2) or (3) of the Companies act 1985. These statutory financial statements
were prepared under UK Generally Accepted Accounting Principles and in
accordance with the Statement of Recommended Practice: Financial Statements of
Investment Trust Companies.
2 With effect from 1 May 2005 the Company has adopted the following accounting
policies.
Accounting policies
Small Companies Dividend Trust PLC is a company domiciled in the United
Kingdom. The consolidated financial statements for the Group for the year ended
30 April 2006 comprise the Company and its subsidiary (together referred to as
the "Group").
Basis of preparation
The consolidated financial statements of the Group and the financial statements
of the Company have been prepared in conformity with International Financial
Reporting Standards ("IFRS") issued by the International Accounting Standards
Board (as adopted by the EU) and Interpretations issued by the International
Financial Reporting Interpretations Committee, and applicable requirements of
United Kingdom company law, and reflect the following policies which have been
adopted and applied consistently.
These are the Group's first audited results prepared in conformity with IFRS
and IFRS 1: First Time Adoption has been applied. All accounting policies are
consistent with the policies used in the previous UK GAAP financial statements,
with the exception of those referred to in the transition statements.
An explanation of how the transition to IFRS has affected the reported
financial position, financial performance and cash flows of the Group are
provided in note 3.
Convention
The financial statements are presented in Sterling rounded to the nearest
thousand. The financial statements have been prepared on a going concern basis
under the Historical Cost Convention, except for the measurement at fair value
of investments classified as fair value through profit or loss. Where
presentational guidance set out in the Statement of Recommended Practice
regarding the Financial Statements of Investment Trust Companies (`SORP'),
issued in 2003 and revised in December 2005, is consistent with the
requirements of IFRS, the Directors have sought to prepare the financial
statements on a consistent basis compliant with the recommendations of the
SORP.
Basis of Consolidation
The Group financial statements consolidate the financial statements of Small
Companies Dividend Trust PLC and its wholly owned subsidiary undertaking, Small
Companies PLC, drawn up to 30 April 2006.
Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment
of business, being investment business. The Group invests in companies listed
in the United Kingdom.
Investments
All investments held by the Company are classified as `fair value through
profit or loss'. Investments are initially recognised at cost, being the fair
value of the consideration given. Interest accrued on fixed interest rate
securities at the date of purchase or sale is accounted for separately as
accrued income or as an income receipt, so that the value or purchase price or
sale proceeds is shown net of such items.
After initial recognition, investments are measured at fair value, with
unrealised gains and losses on investments and impairment of investments
recognised in the income statement and allocated to capital. Realised gains and
losses on investments sold are calculated as the difference between sales
proceeds and cost.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to Stock Exchange quoted market bid prices at
the close of business on the balance sheet date, without adjustment for
transaction costs necessary to realise the asset.
Financial instruments
It is the Company's policy not to trade in derivative financial instruments.
Trade date accounting
All "regular way" purchases and sales of financial assets are recognised on the
"trade date" i.e., the day that the entity commits to purchase or sell the
asset. Regular way purchases, or sales, are purchases or sales of financial
assets that require delivery of the asset within a time frame generally
established by regulation or convention in the market place.
Income
Dividends receivable on quoted equity shares are taken into account on the
ex-dividend date. Where no ex-dividend date is quoted, they are brought into
account when the Company's right to receive payment is established. Other
investment income and interest receivable are included in the financial
statements on an accruals basis. Dividends received from UK registered
companies are accounted for net of imputed tax credits.
Expenses
All expenses are accounted for on an accruals basis. All expenses are charged
through the revenue account in the income statement except as follows:
- expenses which are incidental to the acquisition of an investment are
included within the costs of the investment.
- expenses which are incidental to the disposal of an investment are deducted
from the disposal proceeds of the investments; and
- expenses are charged to capital reserve where a connection with the
maintenance or enhancement of the value of the investments can be demonstrated.
The Company's investment management fees, bank interest and all other expenses
are allocated to revenue with the exception of 60% of the investment manager's
fee, 60% of bank interest and 100% of the provision for the investment
manager's performance fee, all of which are allocated to capital. In respect of
the investment management fee and bank interest allocation to revenue and
capital this is in line with the Board's expected long term split of returns in
the form of income and capital gains respectively, from the investment
portfolio of the Company.
Cash and cash equivalents
Cash in hand and in banks and short-term deposits which are held to maturity
are carried at cost. Cash and cash equivalents are defined as cash in hand,
demand deposits and short-term, highly liquid investments readily convertible
to known amounts of cash and subject to insignificant risk of changes in value.
Bank overdrafts that are repayable on demand which form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows.
Bank loans and borrowings
All bank loans and borrowings are initially recognised at cost, being the fair
value of the consideration received, less issue costs where applicable. After
initial recognition, all interest-bearing loans and borrowings are subsequently
measured at amortised cost. Any difference between cost and redemption value
being recognised in the income statement over the period of the borrowings on
an effective interest basis.
Preference and Zero Dividend Preference shares
Shares issued by the Company's subsidiary, Small Companies PLC (SC) are treated
as a liability of the Group, and are shown in the balance sheet at their
redemption value at the balance sheet date.
The appropriations in respect of the Preference shares and Zero Dividend
Preference shares necessary to increase the Company's liabilities to the
redemption values are allocated to capital in the income statement. This
treatment reflects the Board's long-term expectations that the entitlements of
the Preference and Zero Dividend Preference shareholders will be satisfied out
of gains arising on investments held primarily for capital growth.
Share issue costs
Costs incurred by the Company in relation to the issue of its own Ordinary
shares and the issue by SC of Zero Dividend Preference shares are apportioned
between the two issues based on the relative proceeds of issue. Costs regarded
as relating to the issue of the Company's own Ordinary shares are deducted from
the share premium account.
Costs regarded as relating to the issue of Zero Dividend Preference shares have
been deducted from the proceeds of issue of those shares and are being
amortised through the capital reserve, at a constant rate over the period from
issue of shares until maturity on 30 April 2007.
Taxation
Income tax on the profit or loss for the year comprises current and deferred
tax. Income tax is recognised in the income statement except to the extent that
it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the balance sheet date, and
any adjustment to tax payable in respect of previous years. The tax effect of
different items of expenditure is allocated between revenue and capital on the
same basis as the particular item to which it relates, using the Company's
effective rate of tax, as applied to those items allocated to revenue, for the
accounting year.
Deferred income tax is provided, using the liability method, on all temporary
differences at the balance sheet date between the tax basis of assets and
liabilities and their carrying amount for financial reporting purposes.
Deferred income tax liabilities are measured at the tax rates that are expected
to apply to the period when the liability is settled, based on tax rates (and
tax laws) that have been enacted or substantially enacted at the balance sheet
date.
Dividends payable to shareholders
Dividends to shareholders are recognised as a liability in the period in which
they are paid or approved in general meetings and are charged to the statement
of changes in equity. Dividends declared or approved by the Company after the
balance sheet date have not been recognised as a liability of the Company at
the balance sheet date. Prior year results have been restated accordingly.
3 Transition statements
(a) Reconciliation of consolidated income
(unaudited) for the year ended 30 April 2005 (the last period presented
under previous GAAP)
Effect of
Previous transition
to
Notes GAAP IFRS IFRS
£'000 £'000 £'000
Investments
Gains on investments 1 6,572 96 6,668
Income 2,497 - 2,497
Expenses
Investment management fee (465) - (465)
Investment management (1,698) - (1,698)
performance fee
Bank interest payable (542) - (542)
Appropriations in respect of (733) - (733)
Zero Dividend Preference shares
Appropriations in respect of (4) - (4)
Preference shares
Amortisation of Zero Dividend (31) - (31)
Preference share issue costs
Other expenses (218) - (218)
Total expenses (3,691) - (3,691)
Net return before and after 5,378 96 5,474
taxation
Divdends in respect of equity 2 (1,693) 16 (1,677)
shares
Transfer to reserves 3,685 112 3,797
pence pence
Return per Ordinary share 34.14 34.76
Notes to the reconciliation of income at 30 April 2005:
1. Under previous GAAP the investments made by the Company in quoted stocks and
shares were valued in accordance with the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies at their market value.
Convention suggested that where a bid and offer price exist the mid market
price is the most appropriate for investment trust companies. Under IFRS,
quoted investments are valued at bid price. The adjustment of £96,000 reflects
the movement between the valuation of investments under previous GAAP for the
year and their movement under IFRS for the year.
2. Under previous GAAP proposed dividends were treated as a creditor in the
accounts and accordingly deducted from the Statement of Total Return. Under
IFRS dividends payable are only recorded on payment or approval at general
meetings. Proposed dividends are considered to be a declaration of intent that
becomes a contractual obligation in a future period when a shareholders' vote
determines their liability, and are therefore excluded from that period's
accounts. The adjustment of £16,000 reflects the removal of the 2005 fourth
interim dividend and the inclusion of its equivalent from 2004.
(b) Reconciliation of consolidated
equity
(unaudited) as at 1 May 2004 (date of
transition)
Effect of IFRS
Previous transition at 1 May
to
Notes GAAP IFRS 2004
£'000 £'000 £'000
Non-current assets
Fair value through profit or 1 44,265 (669) 43,596
loss investments
Current assets
Debtors 514 - 514
Cash and cash equivalents 25 - 25
539 - 539
Total assets 44,804 (669) 44,135
Current liabilities
Other creditors (6,155) - (6,155)
Dividends 2 (567) 567 -
(6,722) 567 (6,155)
Total assets less current 38,082 (102) 37,980
liabilities
Non-current liabilities
Bank loan (5,000) - (5,000)
Zero Dividend Preference shares (9,066) - (9,066)
Preference shares (46) - (46)
(14,112) - (14,112)
Total liabilities (20,834) 567 (20,267)
Net assets 23,970 (102) 23,868
Represented by:
Share capital 3,938 - 3,938
Share premium account 11,126 - 11,126
Capital reserve 3 8,243 (669) 7,574
Revenue reserve 4 663 567 1,230
Issued capital and reserves 23,970 (102) 23,868
pence pence
Net asset value per Ordinary 151.59 150.94
share
Notes to the reconciliation of equity at 1 May 2004:
1. Under previous GAAP the investments made by the Company in quoted stocks and
shares were valued in accordance with the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies at their market value.
Convention suggested that where a bid and offer price exist the mid market
price is the most appropriate for investment trust companies. Under IFRS,
quoted investments are valued at bid price. The adjustment of £669,000 reflects
the difference between the valuation of investments under previous GAAP and
their bid price values under IFRS.
2. Under previous GAAP proposed dividends were treated as a creditor in the
accounts and accordingly deducted from the Statement of Total Return. Under
IFRS dividends payable are only recorded on payment or approval at general
meetings. Proposed dividends are considered to be a declaration of intent that
becomes a contractual obligation in a future period when a shareholders' vote
determines their liability, and are therefore excluded from that period's
accounts. The adjustment of £567,000 reflects the removal of the proposed
fourth interim dividend creditor.
3. Adjustment 1. above leads to a reduction of £669,000 in the unrealised
capital reserve.
4. Adjustment 2. above leads to an increase of £567,000 in the revenue reserve.
(c) Reconciliation of consolidated equity
(unaudited) as at 30 April 2005 (end of last period presented under
previous GAAP)
Effect of IFRS at
Previous transition 30 April
to
Notes GAAP IFRS 2005
£'000 £'000 £'000
Non-current assets
Fair value through profit or loss 1 46,957 (573) 46,384
investments
Current assets
Debtors 1,705 - 1,705
Cash and cash equivalents 232 - 232
1,937 - 1,937
Total assets 48,894 (573) 48,321
Current liabilities
Other creditors (5,776) - (5,776)
Dividends 2 (583) 583 -
(6,359) 583 (5,776)
Total assets less current 42,535 10 42,545
liabilities
Non-current liabilities
Bank loan (5,000) - (5,000)
Zero Dividend Preference shares (9,830) - (9,830)
Preference shares (50) - (50)
(14,880) - (14,880)
Total liabilities (21,239) 583 (20,656)
Net assets 27,655 10 27,665
Represented by:
Share capital 3,938 - 3,938
Share premium account 11,126 - 11,126
Capital reserve 3 11,745 (573) 11,172
Revenue reserve 4 846 583 1,429
Issued capital and reserves 27,655 10 27,665
pence pence
Net asset value per Ordinary share 175.19 175.25
Notes to the reconciliation of equity at 30 April 2005:
1. Under previous GAAP the investments made by the Company in quoted stocks and
shares were valued in accordance with the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies at their market value.
Convention suggested that where a bid and offer price exist the mid market
price is the most appropriate for investment trust companies. Under IFRS,
quoted investments are valued at bid price. The adjustment of £573,000 reflects
the difference between the valuation of investments under previous GAAP and
their bid price values under IFRS.
2. Under previous GAAP proposed dividends were treated as a creditor in the
accounts and accordingly deducted from the Statement of Total Return. Under
IFRS dividends payable are only recorded on payment or approval at general
meetings. Proposed dividends are considered to be a declaration of intent that
becomes a contractual obligation in a future period when a shareholders' vote
determines their liability, and are therefore excluded from that period's
accounts. The adjustment of £583,000 reflects the removal of the proposed
fourth interim dividend creditor.
3. Adjustment 1. above leads to a reduction of £573,000 in the unrealised
capital reserve.
4. Adjustment 2. above leads to an increase of £583,000 in the revenue reserve.
(d) Explanation of material adjustments to the cash flow statement for the year
ended 30 April 2006
Bank loan interest paid of £540,000 is classified as an operating cash flow
under IFRS, but was included in a separate category, Servicing of finance,
under previous GAAP. Dividends paid to Ordinary shareholders of £1,677,000 are
classified as a financing cash flow under IFRS, but were included in a separate
category, Equity dividends paid, under previous GAAP. There are no other
material differences between the cash flow presented under IFRS and the cash
flow statement presented under previous GAAP.
CHAIRMAN'S STATEMENT
This is my first report since being appointed Chairman of the Company on 27
February 2006. I would like to thank my predecessor, Bryan Lenygon, for his
contribution to the Company since launch and I am pleased that he remains on
the board as a non-executive director.
RESULTS
The Company's net asset value per Ordinary share at 30 April 2006 was 244.89p
(2005: 175.25p), an increase over the year of 39.7%. During this period the
FTSE All-Share Index increased by 28.2% and the FTSE SmallCap Index increased
by 29.4%. Since Listing, on 12 May 1999, the FTSE All-Share has risen by 4.3%
and the net asset value per Ordinary share has risen by 155.1%. Over this
period the share price has increased by 117.9%.
Since the year-end, the net asset value per Ordinary share, including estimated
current period revenue reserves, has fallen to 221.2p as at 16 June 2006. The
Company's gross assets have been resilient to current market volatility because
of the portfolio's income bias.
The Board has declared a fourth interim dividend of 3.75p per Ordinary share
(2005: 3.7p) which, when added to the three quarterly interim dividends of
2.5p, equates to a total dividend for the year of 11.25p (2005: 10.75p) per
Ordinary share, an increase of 4.7% over the previous year. The dividend for
the year represents a 5.1% yield at the year-end share price of 222.25p. The
Board is pleased to be able to again increase the dividend by more than the
rate of inflation, as it has been able to do for each year of the life of the
Company.
BACKGROUND
The Company has had another good year with continued growth in the asset value
per share and further steady progress in the revenue account. The Zero Dividend
Preference shares remain very well covered and trade at a premium to their
current redemption value.
Re-reading the report produced by my predecessor, last year, it would appear
that on a macro view very little has changed. Interest rates have remained at
4.5% since that time; global concerns remain in respect of raw material prices
and the cost and supply of energy, leading to continued concerns about the
spectre of rising inflation.
Opinion is divided between no change and a small increase towards the end of
this year in interest rates, however growth in the UK is at the lower end of
expectations, unemployment has started to rise and inflation remains subdued.
INVESTMENT MANAGER
As highlighted in the report, last year, notice was served on BFS Investments
plc ("BFS") in 2004 and this notice period terminated on 30 November 2005. At
the Annual General Meeting held on 25 November 2005, it was resolved to appoint
Chelverton Asset Management Limited ("Chelverton") as the Investment Manager.
Chelverton had been the Investment Adviser since the Company was established.
EXTENSION OF LIFE
As was recently announced, the Board is seeking Shareholder approval for
Proposals, which comprise:
* the extension of the Subsidiary's life to 30 April 2014 by the release of
the Directors of the Subsidiary from their obligation to put forward
winding up proposals on 30 April 2007;
* delaying the review of the Company's future until 2014;
* revision of the rights attaching to the ZDP Shares, such that, as from 1
May 2007, their annual rate of accrual will reduce from 8 per cent to 6.75
per cent; in addition, their life will continue until 30 April 2014;
* the adoption of New Articles of Association for both the Subsidiary and the
Company;
* a Placing of New Zero Dividend Preference Shares with investors;
In addition, the Directors are also seeking authority to repurchase Ordinary
Shares and ZDP Shares in the market, to hold any Ordinary Shares so repurchased
in Treasury and to sell such shares out of Treasury. Further details will be
announced in due course.
PROSPECTS
The Company is currently invested in 77 companies across 23 sectors, the most
investments the Company has ever had. This spread provides a diversification of
capital and revenue, which has been a feature of the Company and will assist in
providing a stable platform from which to grow.
It is encouraging to report very strong earnings and dividend growth by the
underlying companies in the portfolio during the past year and it is pleasing
to note that this trend has continued into the current year.
The Board is encouraged by the continued progress in the past year and believes
that if this growth continues, taking account of the significant revenue
reserves of some 6p per share, that a dividend of at least 13p will be paid for
the year ending 30 April 2007. This would be an increase of 15.5% over the
current year and represents a one-off upward move in the rate of dividend,
thereafter growth in the dividend will be targeted to be above the rate of
inflation.
Lord Lamont of Lerwick
Chairman
21 June 2006
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