Annual Financial Report

The Edinburgh Investment Trust plc Annual Financial Report Announcement for the Year Ended 31 March 2009 FINANCIAL INFORMATION AND PERFORMANCE STATISTICS Performance Statistics (1) Source: Datastream At At 31 March 31 March % 2009 2008 Change Capital Return Net asset value (`NAV') per share: - debt at par 326.99p 474.74p -31.1 - debt at market value 293.56p 448.53p -34.6 FTSE All-Share index(1) 1984.17 2927.05 -32.2 Share price(1) 292.50p 403.25p -27.5 Discount: - debt at par 10.5% 15.1% - debt at market value 0.4% 10.1% Gearing: - actual gearing 31.2% 12.9% - potential gearing 31.2% 21.2% FOR THE YEAR TO 31 MARCH % 2009 2008 Change Revenue Return Revenue return per ordinary share 21.0p 21.4p -1.9 Retail price index -0.4% 3.8% Dividends: - first interim 4.75p 4.75p - second interim 4.75p 4.75p - third interim 4.75p 4.75p - final proposed 6.15p 5.65p 20.40p 19.90p +2.5 FOR THE YEAR TO 31 MARCH 2009 2008 % % Change Change Total Return (capital growth with income reinvested) NAV per share: - debt at par -27.8 -11.7 - debt at market value -31.5 -12.3 FTSE All-Share index(1) -29.3 -7.7 Share price(1) -23.5 -12.6 Total Expense Ratio - excluding performance fee 0.5% 0.4% - including performance fee 0.9% 0.4% CHAIRMAN'S STATEMENT Introduction: The UK Equity Market As I described in my Interim Statement, the Company appointed a new manager, Invesco Asset Management Limited (`lnvesco'), on 15 September 2008, where Mr Neil Woodford has assumed responsibility for the investment portfolio. Mr Woodford is a long term investor prepared to take substantial positions in companies which he believes, in the light of expected economic conditions, have the potential to generate above average growth in earnings and dividends. This investment approach will often lead to concentrated portfolios which may diverge, sometimes for quite long periods, from movements in the Company's benchmark, the FTSE All-Share Index. The year to 31 March 2009 was one of particular difficulty for equity markets including that of the UK. Despite deteriorating conditions for global banking and credit markets generally, equity markets were initially resilient in the early months of the Company's financial year. After some weakness in May. the benchmark FTSE All-Share Index (`The Index') fell sharply in September and at the interim stage was 15.1% lower than on 1 April 2008. The market weakness continued in October and despite brief rallies through the following three months, reached a low point early in March when the Index was virtually 40% lower than the level at the start of the Company's year. Thereafter, the downward trend reversed and the fall since 1 April in the Index was reduced at 31 March 2009 to 32.2%. Investment Performance This account of the Company's performance for the year to 31 March 2009 reflects the contribution of the previous Manager, Fidelity International Limited (`Fidelity') for the period to 15 September 2008 and of Invesco for the remainder of the period. The company has two long-term investment objectives: • to increase net assets per share (`NAV') by more than the growth in the Index; • to achieve growth in dividends per share by more than the rate of UK inflation. Capital: The table in the Annual Financial Report shows that NAV (with debt at par at 31 March 2009) is 31.1% lower than at the start of the year. This is a marginally better out-turn than that of the Index, which fell by 32.2% in the same period. Invesco, the new Manager, produced a significantly better relative performance than Fidelity. From the start of the financial year to the handover on 15 September NAV (debt at par and adjusted for dividend accruals) fell by 7.6%, compared to an Index reduction over the same period of 5.8%. From 15 September to the financial year end, under Invesco management, NAV fell by 26.3%; this was less than the Index reduction of 28.0%. This is illustrated in the table in the Annual Financial Report and leads to Invesco's entitlement to a performance fee, details of which are explained later in the accounts. NAV with debt at market value has fallen in the financial year by more than the Index: this is due to the increased price of the Company's debentures, and conversely reduced NAV. Share Price: The Company's share price fell over the year by 27.5%. Although of little comfort to the Board or shareholders, this fall was less than that of the Index and in part reflected investor demand for companies with above average yield in an environment of falling interest rates. The discount of the share price to NAV (debt at par) was reduced from 15.1% to 10.5%. Measuring debt at market value, the share price stood on 31 March 2009 at a discount of 0.4% to NAV, compared to 10.1% on 1 April 2008. Income: The Board is recommending a final dividend of 6.15p which, if approved by shareholders, will be paid on 24 July 2009 to those on the Company's register on 19 June 2009 (ex dividend date 17 June 2009). This compares to 5.65p paid in July 2008. This dividend proposal brings the total payment in respect of the year to March 2009 to 20.4p, 2.5% more than the 19.9p paid in the year to March 2008. The Retail Price Index has in this period fallen by 0.4%, hence the Company's objective of growing income above the rate of inflation is achieved. I have explained in my statements in the last two years' Annual Reports that the Board expected the Company's dividends to grow at a much slower rate in future than they had since the move in 2005 to a higher income portfolio. Nevertheless, the Board recognises that growth, or at least maintenance of current dividend levels is important to shareholders. Accordingly, the Manager has adopted an investment strategy which seeks to identify companies he believes can sustain or increase distributions in an environment where dividends generally are under pressure. The Board has in the past shown that it is prepared to use reserves to maintain dividends, provided it sees scope for eventual recovery and shareholders will be aware that the Company has dividend reserves, high relative to its peer group of Investment Trusts, which after payment of the proposed final dividend represent 96% of the current annual dividend. Whilst the Board and the Manager accept that income forecasts are subject to a high degree of uncertainty at this stage in the market cycle, they believe the Company, for the reasons given, is in a good position to meet shareholder expectations in this respect. Portfolio Structure The Investment Manager's Report describes the rationale for the Company's investment portfolio. Essentially, the Manager has adopted a defensive posture by investing in businesses which he believes will be resilient to the weakening global economy. This strategy, strongly endorsed by the Board, is designed to secure to the greatest extent possible both future dividend stream and capital performance. In the market recovery which has occurred since the 31 March 2009 year end, defensively oriented companies have risen by less than the market as a whole and the Company's portfolio has underperformed. The Manager believes that this rally in more volatile securities is premature and can demonstrate that the price/earnings ratio of the key constituents of the Company's own portfolio is currently well below that of the FTSE 100 Index, suggesting that considerable scope remains for relative appreciation. The Manager has full responsibility for gearing decisions and has used the Company's borrowings to virtually their full extent since handover on 15 September. The Board has reviewed the position of the Company's debenture stocks and continues to believe that it is in shareholders' interests that they should be retained. VAT I reported in my interim statement that the Company was in discussion with Fidelity over recovery of VAT paid since 2002 and with Aberdeen Asset Management in respect of prior periods. I am pleased to report that agreement has been reached with Fidelity and that £1.97 million plus interest was paid to the Company during the six months under review. This was allocated to income and capital in the same proportions as originally charged (see note 3). Aberdeen Asset Managers have now started the discussions with HM Revenue & Customs which will precede our own settlement with them; it is too early to forecast the outcome and no provision has been made in these Accounts. Annual General Meeting The Company this year celebrates the 120th anniversary of its founding and the Board and the Manager look forward to meeting shareholders at the Annual General Meeting in Edinburgh on 17 July. I would like to draw attention to two particular matters on the Agenda for this meeting. 1. Buy Back/Share Issuance: The Company will, as it has for many years, seek permission from shareholders to buy back shares in appropriate circumstances to enhance the NAV for the remaining shareholders. During the year under review, 3.178 million shares were bought back, enhancing NAV for remaining shareholders by about 0.15p. I mentioned earlier in this statement that the discount to NAV of the Company's shares had fallen during the year, and that at the year end the share price was at a very small discount to NAV (debt at market). As and when shares do trade at a premium, it can be advantageous to issue new shares and shareholders will be asked to grant permission for the Company to do so. 2. Investment in Overseas Registered Securities: The Company's current investment policy objective states that it will invest in UK securities. The bulk of UK listed companies in which we now invest operate internationally in global markets. In searching for investment opportunities, the Manager from time to time identifies companies quoted in an overseas market but exhibiting the same investment characteristics as others quoted in the UK: the major oil companies are a good example. The Board and Manager believe that where the overseas quoted entity is a more attractive alternative than the domestic one, then it is to the Company's advantage to invest accordingly. Shareholders will be asked to grant permission to invest up to 15% of the assets of the Company in overseas quoted companies. The investment benchmark, the FTSE All-Share Index, will remain unchanged. Outlook The world's markets have fallen heavily in the past year in reaction to the credit crunch and the resulting impact on world economies. The UK equity market has not escaped the general trend and fell by almost one-third in the Company's financial year ending 31 March 2009. Although at time of writing the market has made some recovery and there is talk of sighting of `green shoots', the short-term outlook for the UK market remains highly uncertain and in the broader economy there is clear concern that both interest rates and inflation will face upward pressure. Against this background the Manager has constructed a portfolio of companies which he believes are strongly placed to continue to generate satisfactory profits and dividends in an expected weak economy. Whilst income generation is the immediate priority, he does not believe this need be at the expense of capital growth as the market recovers. In summary, the Company offers a defensive portfolio, yielding substantially more than Government bonds with good prospects of capital growth when market confidence returns. Scott Dobbie Chairman 8 June 2009 INVESTMENT MANAGER'S REPORT Market Review Against a backdrop of substantial market volatility, the UK equity market gave investors a total return of -29.3%, as measured by the FTSE All Share index over the twelve months to 31 March 2009. Global equity markets endured one of the most turbulent periods on record, as slowing economic growth - coupled with uncertainty over the health of the banking system - weighed on market sentiment. In particular, September 2008 witnessed unprecedented levels of market volatility, primarily due to the ongoing turmoil in the financial sector, but then exacerbated by the bankruptcy of US investment bank Lehman Brothers. Against this backdrop, policymakers were pushed into aggressive action to assist banks through nationalisations, capital injections or the issuance of state guarantees. However, whilst government action around the world ensured that the banking system stabilised, governments were not able to prevent an immediate negative impact on the real economy from the freeze of credit that followed the Lehman Brothers failure. The sudden lack of available credit to so many corporates and households took a substantial toll on economies, leading to a contraction in GDP in the developed world of several percentage points. The Bank of England's (`BoE') Monetary Policy Committee cut UK interest rates aggressively during the year in an attempt to cushion the slowdown. At the end of March 2009, the base rate stood at 0.5%, the lowest level in the BoE's 315-year history. The UK economy, however, continued to deteriorate. GDP growth for fourth quarter 2008 confirmed that the economy had entered a recession, with the 1.5% quarterly drop in output being the biggest since the second quarter of 1980. Unemployment rose sharply and public finance data showed that net borrowing had been much larger than expected. The financial landscape changed markedly over the 12 months to 31 March 2009, with many of the world's largest financial organisations - especially in the US - being undermined by the sheer scale of the crisis. Within the UK, HBOS merged with Lloyds TSB following a run on HBOS shares. Bradford & Bingley's mortgage business was nationalised and its savings assets sold off to Spain's Santander. The UK government assumed a prominent role, part-nationalising RBS and the newly formed Lloyds Banking Group, whilst Barclays opted not to accept any government assistance, preferring instead to raise additional funding from Middle Eastern and other investors. Portfolio Strategy and Review With an unprecedented level of debt built up in the UK economy, the Manager believes that the current process of rebalancing the UK economy may take years to conclude. In addition, until evidence of a return to sustained economic growth becomes concrete, economically sensitive areas of the stockmarket will struggle to make significant progress. Therefore, the Manager is maintaining a defensive bias within the portfolio, with sectors such as utility, tobacco, pharmaceuticals and telecommunications featuring prominently. The Manager favours the sound balance sheets, earnings visibility and dividend security that defensive companies offer and believe that his investment strategy will benefit the fund during these challenging times. In the period from 15 September 2008 to 31 March 2009 when the Manager took over the management of the Company, several new holdings were purchased for the portfolio. These included tobacco companies Altria and Reynolds American. The Manager also added to several of the portfolio's existing holdings at favourable levels. These included pharmaceuticals company AstraZeneca and retailer Tesco. Whilst no industry can be described as recession proof, there are some industries which often prove to be resilient. The Manager has identified the tobacco sector as a recession-resilient industry since demand for cigarettes and other tobacco products generally hold up well in times of economic difficulty. It is for this reason that the Manager purchased Altria and Reynolds American for the portfolio. The portfolio's exposure to AstraZeneca was increased during the sharp rotation from defensive sectors into cyclical parts of the market towards the end of March 2009, which left defensive companies such as AstraZeneca out of favour with investors. The Manager believes that the revival in the performance of cyclical companies is predicated on the belief that governments and central banks may somehow be able to engineer an economic recovery later this year. The Manager does not concur with this view and considers that the economic downturn will be deeper and more prolonged than the market is currently expecting. For this reason, the Manager remains confident in the investment case for AstraZeneca. Whilst Tesco provides exposure to the UK consumer, something that the Manager has been minimising in recent times due to his concerns about the aggregate level of debt held by UK households, he believes that Tesco should prove more resilient through this recession than most retailers since its business mix is dominated by food. In addition, with over half of its floor space now based overseas, Tesco is now by no means just a UK retailer but has other avenues for long-term growth. This growth looks undervalued in the Manager's view, and recent share-price weakness has provided an opportunity to add to the position. In terms of disposals, the Manager reduced the portfolio's holding in oil major BP to reflect his view that the decline in demand as a result of the global recession will probably act to keep oil prices depressed for some time to come. Furthermore, whilst BP has committed to paying a dividend this year, the Manager believes that at current depressed oil prices it will be difficult for the company to cover its dividend solely through cashflow and it is his opinion that it may have to finance some of the payment through debt. In the Manager's view, this policy is not sustainable and if the oil price remains depressed for some years, the dividend may come under pressure. The Manager has reduced the holding in BP to reflect this risk to future dividends. Elsewhere, the holding in British Energy was sold after the company was acquired by EDF. A residue of this holding remains, however, in the form of a `nuclear power note' issued by Barclays, which resulted from EDF deal structure and enables the portfolio to remain exposed to the potential for higher power prices in the UK and the improving reliability of British Energy's fleet of power stations. Outlook The Manager expects the economic outlook to remain difficult for some time and in this environment his preferences continue to be companies with sound balance sheets, earnings visibility and dividend security. The Manager has been able to find companies with these characteristics in the utility, tobacco, pharmaceutical and telecoms sectors and he considers valuations in these areas to be attractive at current levels. He believes that these businesses have not yet been rewarded for the certainty they offer in an otherwise highly uncertain market. In his view, these are the sectors that can lead the market higher when some discrimination is shown between fundamentally sound companies and those more vulnerable to further economic weakness. Neil Woodford Investment Manager 8 June 2009 INVESTMENTS IN ORDER OF VALUATION at 31 March 2009 UK listed and ordinary shares unless stated otherwise Market Value % of Investment Sector £'000 Portfolio GlaxoSmithKline Pharmaceuticals & 64,861 7.7 Biotechnology AstraZeneca Pharmaceuticals & Biotechnology 60,691 7.2 Vodafone Mobile 58,338 7.0 Telecommunications Imperial Tobacco - ordinary Tobacco 47,333 - 9% Notes 17 February 2022 10,535 57,868 6.9 BG Oil & Gas Producers 57,043 6.8 British American Tobacco Tobacco 51,931 6.2 Tesco - Ordinary Food & Drug Retailers 41,009 - 6.125% MTN 24 February 2022 2,157 43,166 5.1 National Grid Gas & Water 39,655 4.7 Multiutilities BP Oil & Gas Producers 35,676 4.2 BT Fixed Line 30,259 3.7 Telecommunications Ten Top Holdings 499,488 59.5 Reynolds American - US common Tobacco 28,306 3.4 stock Capita Support Services 21,656 2.6 Scottish & Southern Electricity 21,522 2.6 Energy Reckitt Benckiser Household Goods 20,480 2.4 Royal Dutch Shell Oil & Gas Producers 20,340 2.4 Drax Electricity 20,017 2.4 Rolls Royce Aerospace & Defence 18,521 2.2 Centrica Gas & Water 18,163 2.2 Multiutilities Altria - US common stock Tobacco 17,205 2.1 Reed Elsevier Media 13,793 1.6 Twenty Top Holdings 699,491 83.4 Amlin Non-life Insurance 12,402 1.4 United Utilities Gas & Water 12,130 1.4 Multiutilities International Power Electricity 11,031 1.3 Tate & Lyle Food Producers 11,001 1.3 Sage Software & Computer 9,911 1.2 Services Barclays Bank - Nuclear Power Notes 28 February 2019(1) Electricity 8,557 1.0 Severn Trent Gas & Water 8,194 1.0 Multiutilities Hiscox Non-life Insurance 8,126 1.0 Pennon Gas & Water 7,494 0.9 Multiutilities Bunzl Support Services 7,330 0.9 Thirty Top Holdings 795,667 94.8 Northumbrian Water Gas & Water 6,568 0.8 Multiutilities Rexam General Industrials 6,550 0.8 Catlin Non-life Insurance 5,614 0.7 Raven Russia - ordinary Real Estate 968 - warrants 86 - preference shares 4,301 5,355 0.6 Homeserve Support Services 5,151 0.6 Climate Exchange Equity Investments 3,768 0.4 Instruments Rentokil Initial Support Services 2,654 0.3 Paypoint Support Services 1,545 0.2 BTG Pharmaceuticals & 1,492 0.2 Biotechnology AMEC Support Services 1,061 0.1 Forty Top Holdings 835,425 99.5 Yell Media 849 0.1 BAE Systems Aerospace & Defence 834 0.1 Mecom General Financial 691 0.1 Provident Financial General Financial 597 0.1 Helphire General Financial 310 0.1 Eurovestech General Financial 271 - Eni Lasmo Oil & Gas Producers 250 - McBride Household Goods 127 - Stobart Industrial 108 - Transportation Total Holdings 839,462 100.0 (1) Contingent Value Rights (`CVRs') referred to as Nuclear Power Notes (`NPNs') were offered by EDF as a partial alternative to its cash bid for British Energy (`BE'). The NPNs were issued by Barclays Bank. The CVRs participate in BE's existing business at the time of the takeover. RELATED PARTY TRANSACTIONS Fidelity Investments International was the Manager and Secretary of the Company until 15 September 2008. Thereafter, Invesco Asset Management Limited (`IAML'), a wholly owned subsidiary of Invesco Limited, acted as Manager, Company Secretary and Administrator to the Company. Details of these services and fees, together with details of Directors' interests, are disclosed in the Report of the Directors. There are no other related party transactions. PRINCIPAL RISKS AND UNCERTAINTIES The Board is ultimately responsible for risk control systems but the day to day operation and monitoring is delegated to the Manager. Market risk The uncertainty over future equity market price movements is an inherent part of the rationale for the Company's existence. The Company's objectives and the means of attaining them are reviewed annually. The Company's portfolio consists of a mix of assets and securities that may display high levels of volatility from time to time in response to economic and other market forces. The Board receives the Manager's performance report against this background on a monthly basis and reviews it at each Board meeting. Performance risk The Board sets risk parameters and performance objectives and it delegates the investment management process to the Manager. The achievement of the Company's performance objectives relative to the market requires active management of the portfolio of assets and securities. Strategy, asset allocation and stock selection decisions by the Manager might lead to underperformance of the benchmark Index and income targets. The Manager's style may result in significant overweight or underweight positions in individual stocks or sectors compared to the index, and therefore the performance of the portfolio may deviate significantly from that of the benchmark index. Investment selection is delegated to the Manager. The Manager manages the portfolio and the Board sets overall risk parameters, without specifying asset allocation, monitoring performance in that context. Performance information is provided to the Board on a monthly basis. Specific information provided includes benchmark and performance objectives, rolling three year performance, largest holdings, size and sector analysis and cash holdings. The Manager is responsible for actively monitoring the portfolio selected in accordance with the Board's parameters and seeks to ensure that individual stocks meet an acceptable risk-reward profile. A review of performance risk and how it relates to the Company's objectives is undertaken annually. Gearing risk The Company has the ability to invest up to £200 million from its Debenture Stocks in the equity market. The principal gearing risk is that the level of gearing may have an adverse impact on performance. Secondary risks relate to whether the cost of gearing is too high and whether the length of gearing is appropriate. The Manager has full discretion over the amount of cash from the Company's Debenture Stocks to be invested in the equity market. Information related to gearing is provided to the Board as part of the Board papers. The Board regularly reviews the level of gearing. Additionally, the Board regularly reviews the cost of buying back debt. Income/dividend risk The Company is subject to the risk that income generation from its investments fails to meet the level of income required to meet its objectives. The Board monitors this risk through the review of detailed income forecasts and comparison against budget. These are contained within the Board papers. The Board considers the level of income at each meeting. Share price risk There is a risk that the Company's prospects and NAV may not be fully reflected in the share price from time to time. The share price is monitored on a daily basis. The Board is empowered to repurchase shares within agreed parameters. The discount at which the shares trade to NAV can be influenced by share repurchases. The Company has in the last year repurchased shares within parameters set by the Board. Control systems risk The Board delegates a number of specific risk control activities to the Manager including: • the management of the relationship with the custodian in respect of the custody and security of the Company's assets; • financial controls; • best practice standards in fund management operations; and • meeting regulatory requirements. Consequently in respect of these activities the Company is dependent on the Manager's control systems and those of its Custodian and Registrars, both of which are monitored by the Manager in the context of safeguarding the Company's assets and interests. There is a risk that the Manager fails to ensure that these controls are performed in a satisfactory manner. A risk-based programme of internal audits is carried out by the Manager regularly to test the controls environment. An internal controls report providing an assessment of these risks is prepared by the Manager and considered by the Audit Committee, and is formally reported to and considered by the Board. Other risks The Company may be exposed to other business and strategic risks in the future, including fiscal, legal or regulatory changes, and the perceptional impact of the designated Investment Manager ceasing to be involved with the Company. The instruments in which the Company's cash positions are invested are reviewed by the Board to ensure liquidity and concentration risks are adequately managed. Where an Invesco vehicle is utilised, it is assessed for suitability against other similar investment options. There is an ongoing process for the Board to consider these other risks. In addition, the composition of the Board is regularly reviewed to ensure the membership offers sufficient knowledge and experience to assess and anticipate these risks, as far as possible. STATEMENT OF DIRECTORS' RESPONSIBILITIES in respect of the preparation of financial statements The Directors are responsible for preparing the annual financial report 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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss 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 judgments and estimates that are reasonable and prudent; • state whether applicable 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 proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985 (as and when updated by 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 Directors, to the best of their knowledge, state that: • the financial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and profit or loss 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. Scott Dobbie Chairman Signed on behalf of the Board of Directors 8 June 2009 INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2009 2008 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Losses on - (274,429) (274,429) - (163,699) (163,699) investments Foreign exchange - (4) (4) (6) (3) (9) loss Income 48,241 - 48,241 51,723 - 51,723 Investment (994) (5,739) (6,733) (1,112) (2,596) (3,708) management fee VAT recovered on management fees 591 1,378 1,969 - - - Other expenses (725) (58) (783) (705) - (705) Net return before finance costs and 47,113 (278,852) (231,739) 49,900 (166,298) (116,398) taxation Finance costs (5,850) (13,651) (19,501) (5,850) (13,651) (19,501) Return on ordinary activities before tax 41,263 (292,503) (251,240) 44,050 (179,949) (135,899) Tax on ordinary (134) - (134) (276) - (276) activities Return on ordinary activities after tax for the 41,129 (292,503) (251,374) 43,774 (179,949) (136,175) financial year Return per ordinary share Basic 21.0p (149.5)p (128.5)p 21.4p (88.0)p (66.6)p The total column of this statement represents the Company's profit and loss account, prepared in accordance with UK Accounting Standards. The supplementary revenue and capital columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies. All items in the above statement derive from continuing operations and the Company has no other gains or losses therefore no statement of recognised gains or losses is presented. No operations were acquired or discontinued in the year. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS FOR THE YEAR ENDED 31 MARCH Capital Share Share Redemption Capital Revenue Capital Premium Reserve Reserve Reserve Total £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 April 53,875 6,639 19,580 1,070,816 54,317 1,205,227 2007 Dividends paid - note 5 - - - - (40,522) (40,522) Net return on - - - (179,949) 43,774 (136,175) ordinary activities Repurchase of shares (4,301) - 4,301 (83,492) - (83,492) Balance at 31 March 49,574 6,639 23,881 807,375 57,569 945,038 2008 Dividends paid - note 5 - - - - (39,062) (39,062) Net return on - - - (292,503) 41,129 (251,374) ordinary activities Repurchase of shares (795) - 795 (13,202) - (13,202) Balance at 31 March 48,779 6,639 24,676 501,670 59,636 641,400 2009 BALANCE SHEET FOR THE YEAR ENDED 31 MARCH 2009 2008 £'000 £'000 Fixed assets Investments held at fair value 839,462 1,064,645 through profit or loss Current assets Debtors 5,698 10,733 Cash and cash funds 5 78,045 5,703 88,778 Creditors: amounts falling due within (5,447) (12,029) one year Net current assets 256 76,749 Total assets less current liabilities 839,718 1,141,394 Creditors: amounts falling due after (196,607) (196,356) more than one year Provision (1,711) - Net assets 641,400 945,038 Capital and reserves Share capital 48,779 49,574 Share premium 6,639 6,639 Capital redemption reserve 24,676 23,881 Capital reserve 501,670 807,375 Revenue reserve 59,636 57,569 Shareholders' funds 641,400 945,038 Net asset value per ordinary share Basic 326.99p 474.74p CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2009 2008 £'000 £'000 Cash inflow from operating activities 48,455 46,435 Servicing of finance (19,250) (19,250) Capital expenditure and financial (52,386) 149,099 investment Equity dividends paid (39,062) (40,522) Net cash (outflow)/inflow before management of liquid resources and financing (62,243) 135,762 Management of liquid resources 52,601 (52,601) Financing (15,793) (85,595) Decrease in cash (25,435) (2,434) Reconciliation of net cash flow to movement in net debt Decrease in cash (25,435) (2,434) Cashflow from movement in liquid (52,601) 52,601 resources Exchange movements (4) 57 Debenture stock non-cash movement (251) (251) Movement in net debt in the year (78,291) 49,973 Net debt at beginning of year (118,311) (168,284) Net debt at end of year (196,602) (118,311) NOTES TO THE FINANCIAL STATEMENTS 1. Principal accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied during the year and the preceding year, unless otherwise stated. (a) Basis of preparation (i) Accounting Standards applied The financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards and with the Statement of Recommended Practice (`SORP') `Financial Statements of Investment Trust Companies and Venture Capital Trusts', issued by the Association of Investment Companies in 2009. (ii) Changes to presentation Following the publication of the new SORP and technical guidance by the Institute of Chartered Accountants in England and Wales in Tech 01/08, capital reserves are now shown in aggregate in the balance sheet and the reconciliation of movements in shareholders' funds. This has no effect on either the net assets or earnings of the Company. 2. Income 2009 2008 £'000 £'000 Income from listed investments UK dividends 42,307 45,108 Scrip dividends 1,269 23 Overseas dividends 1,883 742 Income from money market funds 1,416 2,601 UK unfranked investment income - interest 116 - Premium on call options - 1,199 46,991 49,673 Other income Deposit interest 854 1,980 Interest on VAT recovered on management 251 - fees (note 3) Underwriting commission 118 46 Sundry income 27 24 Total income 48,241 51,723 3. Investment management fees 2009 2008 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment 994 2,317 3,311 1,005 2,345 3,350 management fee Performance fee - 3,422 3,422 - - - VAT suffered - - - 107 251 358 994 5,739 6,733 1,112 2,596 3,708 Details of the change of managers and the investment management agreements in place during the year are disclosed in the Report of the Directors in the 2009 Annual Financial Report. At 31 March 2009 investment management fees totalling £589,000 (2008: £444,000) were due for payment together with a performance fee of £3,422,000 in respect of the period 15 September 2008 to 31 March 2009 (2008: no performance fee). With effect from late 2007 no VAT has been payable on management or performance fees. An amount of £1,969,215 has been recognised in these accounts in respect of VAT recovered on management fees paid to the previous manager, Fidelity Investments International. The recovered VAT has been credited £590,765 to revenue and £1,378,450 to capital, in the same proportion as originally charged to the income statement. Interest recovered thereon of £250,620 has been recognised wholly in revenue. 4. Return per ordinary share The basic, capital and total return per ordinary share is based on each return on ordinary shares after tax and on 195,657,784 (2008: 204,452,781) ordinary shares, being the weighted average number of shares in issue during the year. 5. Dividends 2009 2008 pence £'000 pence £'000 Dividends paid and recognised in the year: Third interim paid in respect 4.75 9,441 4.40 9,444 of previous year Final paid in respect of 5.65 11,085 5.65 12,028 previous year First interim paid 4.75 9,268 4.75 9,601 Second interim paid 4.75 9,268 4.75 9,449 19.90 39,062 19.55 40,522 Dividends on shares payable in respect of the year: First interim paid 4.75 9,268 4.75 9,601 Second interim paid 4.75 9,268 4.75 9,449 Third interim 4.75 9,268 4.75 9,441 Proposed final 6.15 12,000 5.65 11,085 20.40 39,804 19.90 39,576 The proposed final dividend is subject to approval by Ordinary Shareholders at the AGM. 6. Share capital 2009 2008 Number £'000 Number £'000 Authorised Ordinary shares of 25p each 316,099,929 79,025 316,099,929 79,025 Allotted, called-up and fully paid: Ordinary shares of 25p each 195,116,734 48,779 198,294,748 49,574 During the year the Company bought back and cancelled the following ordinary shares: Number £'000 As at 31 March 2008 198,294,748 49,574 Buy backs (3,178,014) (795) At 31 March 2009 195,116,734 48,779 Details of the share buy backs are given in the Report of the Directors in the 2009 Annual Financial Report. 7. Net asset value (`NAV') per ordinary share (a) NAV - debt at par The shareholders' funds in the balance sheet are accounted for in accordance with accounting standards, however, this does not reflect the rights of shareholders on a return of assets under the Articles of Association. These rights are reflected in the net assets with debt at par and the corresponding NAV per share. A reconciliation between the two sets of figures follows: 2009 2008 NAV Shareholders' NAV Shareholders' per Funds Per Funds share share Pence £'000 Pence £'000 Shareholders' funds 328.73 641,400 476.58 945,038 Less: Unamortised discount and expenses arising from debenture issue (1.74) (3,393) (1.84) (3,644) NAV - debt at par 326.99 638,007 474.74 941,394 (b) NAV - debt at market value The market value of the debenture stocks is determined by reference to the daily closing price. This is the Bloomberg closing price, subject to review against other data providers to ensure consistency between data providers and against the reference gilts. The net asset value per share adjusted to include the debenture stocks at market value rather than at par is as follows: 2009 2008 NAV Shareholders' NAV Shareholders' per Funds Per Funds share share Pence £'000 Pence £'000 NAV - debt at par 326.99 638,007 474.74 941,394 Debt at par 102.50 200,000 100.86 200,000 Debt at market value 111⁄2% Debenture (69.73) (136,054) (66.71) (132,291) Stock 2014 73⁄4% Debenture Stock (66.20) (129,170) (60.36) (119,683) 2022 NAV - debt at market 293.56 572,783 448.53 889,420 value The number of ordinary shares in issue at the year end was 195,116,734 (2008: 198,294,748). This Annual Financial Report announcement is not the Company's statutory accounts. The statutory accounts for the year ended 31 March 2008 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 March 2008 and for the year ended 31 March 2009 received an audit report which was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report, and did not include a statement under either section 237(2) or 237(3) of the Companies Act 1985. The statutory accounts for the financial year ended 31 March 2009 have been approved and audited but have not been filed. The audited Annual Financial Report will be available to shareholders shortly. Copies may be obtained during normal business hours from the Company's Registered Office, Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EP or the Company's website at www.invescoperpetual.co.uk/investmenttrusts. The Annual General Meeting will be held on 17 July 2009 at 10.30 am at the Weston Link, National Galleries of Scotland, Princes Street, Edinburgh. By order of the Board Invesco Asset Management Limited 8 June 2009 Contacts: Mr Tim Mitchell Tel - 020 7065 3182 Mr Andrew Watkins Tel - 020 7065 4023 Miss Carolyn Ladd Tel - 020 7065 3526
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