Annual Financial Report

The Edinburgh Investment Trust plc Annual Financial Report Announcement for the Year Ended 31 March 2012 FINANCIAL INFORMATION AND PERFORMANCE STATISTICS (1)Source: Thomson Reuters Datastream At At 31 31 % March March 2012 2011 Change Capital Return Net asset value (`NAV') per share:   - debt at par 502.03p 456.66p +9.9   - debt at market value 478.30p 434.02p +10.2 FTSE All-Share Index(1) 3002.78 3067.73 -2.1 Share price(1) 497.6p 444.0p +12.1 Discount/(premium):   - debt at par 0.9% 2.8%   - debt at market value (4.0)% (2.3)% Gearing† (at par):   -gross gearing 20.4% 22.4%   -net gearing 20.3% 22.4% . % FOR THE YEAR TO 31 MARCH 2012 2011 Change Revenue Return Revenue return per share:   -excluding VAT recovered on management fees and interest 22.1p 20.8p +6.3   -VAT and interest recovered on - 2.2p management fees   -basic return 22.1p 23.0p -3.9 Dividends:   -first interim 5.0p 4.75p   -second interim 5.0p 4.75p   -third interim 5.0p 4.75p   -final proposed 7.0p 6.55p 22.0p 20.80p +5.8%   -first special - 0.93p   -second special - 1.26p   -total dividends 22.0p 22.99p Retail Price Index(1) 3.6% 5.3% The special dividends arose from refunds of VAT on management fees and related interest. FOR THE YEAR TO 31 MARCH 2012 2011 % % Change Change Total Return (capital growth with income reinvested) NAV per share:   -debt at par +15.2 +12.3   -debt at market value +15.8 +13.3 FTSE All-Share Index(1) +1.4 +8.7 Share price(1) +17.6 +16.5 Ongoing Charges Ratio:   Excluding performance fee 0.72% 0.71%   Performance fee 0.41% - CHAIRMAN'S STATEMENT Economic and market conditions have remained challenging throughout the past 12 months. However, against this backdrop, the Company's defensively positioned investment portfolio delivered substantial out-performance against the broader market for the year ended 31 March 2012. More detail on the performance is set out below. The income generation of the portfolio has continued in good shape and the Board is proposing, subject to shareholder approval, a final dividend of 7 pence per share for the 3 months to 31 March 2012 to make full year dividends of 22 pence per share, an increase of 5.8% over the prior year. UK Equity Market During the year concerns over austerity measures and the lack of economic growth stimuli in many western economies, oil price worries from political instability in the Middle East, and the ongoing eurozone debt and banking crisis have challenged the UK equity market and financial markets in general. This has resulted both in periods of high volatility during the year and a FTSE All-Share Index which ended slightly lower in the 12 month period. A more detailed discussion on the UK equity market and the Company's portfolio is contained in the Manager's Report. Investment Strategy Since the 2008 financial crisis, Neil Woodford and his colleagues have been consistent in their view that the recovery of the global economy was likely to be slower than the markets had anticipated, with a lengthy period of lower growth in the developed world being a distinct possibility. Accordingly, a defensive portfolio was constructed by the Manager and this investment approach, supported by the Board, has remained in place during the last four years, and continues today. The central theme behind the construction of our portfolio is the selection of individual stocks based upon fundamental value. This approach is designed to be resilient in the continuing difficult economic environment, whilst at the same time providing opportunity to participate in long term growth through rising earnings and dividends. Performance Capital: The Company's Net Asset Value (`NAV') increased by 9.9% (valuing debt at par) and 10.2% (with debt at market value) which represents a substantial out-performance against the Company's benchmark (the FTSE All-Share Index (`the Index')) which fell by 2.1%. Our portfolio is concentrated in a relatively small number of sectors and its overweight positions in the pharmaceutical and tobacco sectors and the underweight positions in the financials and mining sectors were the main drivers in the Company's investment out-performance in the year. Total Return: The Company's NAV on a total return basis (capital growth with income reinvested) increased by 15.2% (debt at par) and 15.8% (debt at market value) compared to the Index which increased by 1.4%. Shareholders' Return: The Company's share price (including income reinvested) increased over the 12 months to 31 March 2012 by 17.6% and this compares very favourably to the 1.4% increase in Index over the same period. The discount of the share price to NAV (debt at par) reduced from 2.8% at 31 March 2011 to 0.9% at 31 March 2012; valuing debt at market the shares traded at a premium of 4.0%, an increase from 2.3% at 31 March 2011. Against peer group: The Company's NAV (debt at par) performance relative to the 21 investment trusts in the UK Growth and Income sector was ranked 1st in the year to 31 March 2012. Over a longer time horizon, the Company ranked 10th over three years and 4th over five years. Gearing The Company continues to have long-term debt amounting to £200 million. This is all deployed in the market for investment purposes and contributed 1% to relative total return performance against the benchmark in the year. At 31 March 2012 the gross gearing level was 20.4% compared to 22.4% at 31 March 2011. Dividend Income from the portfolio for the year was £52.9 million (2011 £50 million, excluding one-off VAT related income). The Board is recommending a final dividend of 7 pence per share which if approved at the AGM will be paid on 31 July 2012 to shareholders on the Company's register on 15 June 2012. This would result in a total dividend for the year to 31 March 2012 of 22 pence per share which compares to 20.8 pence per share in the prior year (excluding two VAT-related special dividends). This represents a 5.8% increase over prior year compared to a 3.6% increase in the Retail Prices Index for the same period and demonstrates the Company's commitment to meet its long term objective of providing income growth which exceeds the rate of inflation. Retail Distribution Review (`RDR') RDR comes into effect on 31 December 2012 and will have significant implications in respect of how financial advice is provided, retail fund platforms operate and financial products are distributed. Many commentators have suggested that the abolition of commission under RDR should result in more retail demand for Investment Trusts. The likely beneficiaries of this demand will be the larger Investment Trusts, such as Edinburgh Investment Trust plc, which have good levels of liquidity in their own shares and can demonstrate a strong investment track record, a clear investment strategy and a compelling brand. With some key aspects of the RDR yet to emerge, the Board is monitoring developments on RDR closely as they evolve to ensure that the Company is positioned appropriately to benefit in the new environment of 2013 and thereafter. Articles of Association A review of the Company's Articles of Association has been undertaken in light of the full implementation of the Companies Act 2006. As a result of this review, approval for the updated Articles of Association will be sought from shareholders at the Annual General Meeting in July 2012. Board During the year there have been a number of changes to the Board. At last year's AGM in July 2011 our former Chairman Scott Dobbie retired from the Board. Scott joined the Company as a non-executive director in 1998 and became Chairman in 2003. We thank him for his enormous contribution as a director over these years and his guidance and leadership as Chairman. We wish Scott all the very best for the future. Max Ward joined the Board on 8 August 2011. Max has extensive investment management experience. He spent a major part of his career as a partner at Baillie Gifford, and is currently Managing Director and portfolio manager of the Independent Investment Trust plc. Dick Barfield will retire from the Board at the AGM in July 2012. Dick has played a major role in the development of the Company during his 10 years on the Board, and I particularly want to thank him for his wise council as Senior Independent Director in my first year as Chairman. We wish him well for the future. It is envisaged that over the next few years there will be further refreshing of the Board and in this context we support the intention of the Lord Davies Review `Women on Boards' to encourage diversity. When appointing a new Director, the Board takes into account the diversity of the Board, balance of skills, knowledge and experience on the Board as a whole, as well as the ability of a new Director to devote sufficient time to the Company to carry out his or her duties effectively. Outlook There appears to be no realistic end in sight to the ongoing difficult economic and market environment. Recent news around concerns over the pace of growth in the global economy, recapitalisation of Spanish banks, and increasing economic and political turmoil in Greece reinforce this viewpoint. As has been the case in recent years, the relatively concentrated nature of the portfolio may from time to time result in material short term performance deviations from the benchmark. However, the Board and the Manager continue to believe that in the present difficult market environment the current defensive investment approach provides resilience whilst still providing the opportunity for creating growth in shareholder value over the long term. Against this background, we see no reason to change the Company's current investment approach. Jim Pettigrew Chairman 31 May 2012 MANAGER'S REPORT Market Review A return of 1.4% by the FTSE All-Share index over the 12 months masks some major swings in sentiment and high stock market volatility. The optimistic mood in which markets had started 2011 soon waned as the year unfolded and global events, particularly the eurozone sovereign debt and banking crisis, dominated UK stock market sentiment. The third quarter of the calendar year witnessed the worst performance - a negative return of 13.5% - by the index since 2002, as forecasts for slower economic growth added to stock market concerns. Mirroring the pattern of the previous year, the stock market saw a strong recovery into the end of 2011, this time driven by a significant shift in policy by the European Central Bank, which announced its long-term refinancing operation (LTRO). This was seen as removing the near term risk of a major banking crisis. The performance comparison with the previous year continued into 2012, as the UK stock market rose on the back of improved economic news coming out of the US along with a second round of LTRO from the ECB. The last month of the period, however, saw optimism waning and some profit taking as doubts re-emerged about the strength of the global economy and the longer term resolution of the eurozone debt crisis and investors struggled to find reasons to propel equities higher. Portfolio Strategy and Review The Company's net asset value, including reinvested dividends, rose by 15.2% during the period, compared to a rise of 1.4% (total return) by the FTSE All-Share Index. Against such a turbulent stock market backdrop, there was inevitably volatility in the performance of the Company during the year. The positioning of the portfolio, however, mitigated this while also providing a healthy positive absolute return against a flat performance by the UK stock market. The significant outperformance of the index by the Company over the year indicates to the manager that market dynamics appear to have changed. In the previous two years, equity markets were largely driven by momentum, with fundamentals being ignored. During the last 12 months, however, fundamentals have started to reassert themselves, with valuation again starting to matter. The portfolio has significant exposure to the tobacco sector and this had a positive impact on performance over the year. The holdings in British American Tobacco and Imperial Tobacco both delivered returns in excess of 30%, as investors were again reminded of the attractions of the sector's quality, dependable characteristics and cashflow. While the valuations in the sector may no longer be as low as they were a decade ago, in the manager's view they still look attractive given this dependability and the companies' focus on delivering returns to shareholders. Over a quarter of the Company's assets are invested in the pharmaceutical sector, which also performed well over the year. This was particularly the case for the holding in GlaxoSmithKline, which announced a 15% increase in its share buy-back in November and that it may file as many as 10 new drugs for regulatory approval next year. This wrong-footed the stock market which appeared to have given up on the industry's ability to discover new drugs. The Company's holdings in Roche and Novartis gained additionally from the strength of the Swiss franc and, while the performance of AstraZeneca was pedestrian by comparison, the total return from the holding still exceeded that of the index over the 12 months. The manager remains convinced that, over the longer term, a significant exposure to this sector will prove rewarding. The holding in BT again delivered positive returns over the year. As well as pleasing the stock market with news that its roll-out of high speed broadband is progressing faster than expected, the company announced that it had reached an agreement with its pension scheme trustees on a reduction plan for the scheme's deficit. This allows BT scope to increase future returns to shareholders and the stock market to focus on the value the manager sees within the shares. Newsflow over the period from the Company's major holdings was mostly positive. This was not, however, the case for Tesco. The company's trading update and profit warning suggested that we had placed too much confidence in the business's ability to cope with the economic headwinds and also that some of the company's investment decisions of recent years have not created the value originally envisaged. For example, the building of much bigger stores to cope with an expanding product range has coincided with a boom in internet shopping. There was also disappointing news from the investment in Chemring - the company announced that unexpected delays in customer orders would hit full year revenues and profits. A negative impact on performance came from the holding in Homeserve, the shares of which fell sharply on news last October that, following an independent review, the company had decided to suspend part of its sales operation pending a re-training of its telephone sales staff. The manager disposed of the Company's holding in Tesco for the reasons outlined above. He also took some profits in the tobacco and telecommunications sectors following strong outperformance; these, however, remain core holdings. The proceeds were re-invested in positions across the pharmaceutical sector and new investments were made in Sanofi, Serco Group and Smith & Nephew. The manager took advantage of share price weakness to add to holdings in Chemring and Homeserve. Outlook The manager expects concerns about the eurozone debt crisis and the outlook for the global economy to remain a feature throughout the rest of 2012 and beyond, as the developed world continues to grapple with the aftermath of the 2008 banking crisis. His view remains that, following this crisis, the economies of the developed world face a period of inevitably lower growth, as the necessary de-leveraging takes place. Whilst low interest rates and innovative monetary policy can help offset the negative impact of this de-leveraging, the tools available to central banks and governments are not powerful enough to effect a strong and sustainable recovery. This does not mean that equities will necessarily fall significantly - and neither does it alter the confidence that the manager has for the scope for an appropriately positioned portfolio to produce positive returns. His strategy remains unchanged - he continues to focus the portfolio on what he believes to be fundamentally cheap companies, many of which are defined as `blue-chip' or the `new sovereigns', and where he believes valuations continue to underestimate their ability to grow through a prolonged period of economic stagnation. Neil Woodford Investment Manager 31 May 2012 INVESTMENTS IN ORDER OF VALUATION AT 31 MARCH 2012 UK listed and ordinary shares unless stated otherwise AIM Alternative Investment Market MARKET VALUE % OF INVESTMENT SECTOR £'000 PORTFOLIO GlaxoSmithKline Pharmaceuticals & 110,784 9.4 Biotechnology AstraZeneca Pharmaceuticals & 98,424 8.4 Biotechnology British American Tobacco 87,942 7.5 Tobacco BT Fixed Line 74,819 6.4 Telecommunications Imperial Tobacco Tobacco 65,682 5.6 Roche - Swiss Pharmaceuticals & 59,991 5.1 common stock Biotechnology Vodafone Mobile 59,730 5.1 Telecommunications BG Oil & Gas 55,862 4.7 Producers Reynolds Tobacco 55,662 4.7 American - US common stock Reckitt Household Goods 41,946 3.6 Benckiser Ten Largest 710,842 60.5 Holdings Altria - US Tobacco 40,785 3.5 common stock BAE Systems Aerospace & 40,755 3.5 Defence Rolls Royce Aerospace & 37,108 3.2 Defence Capita Support Services 33,547 2.8 Novartis - Swiss Pharmaceuticals & 33,098 2.8 common stock Biotechnology Centrica Gas & Water 29,273 2.5 Multiutilities SSE Electricity 22,810 1.9 Drax Electricity 22,237 1.9 Wm Morrison Food & Drug 21,011 1.8 Supermarkets Retailers Sanofi - French Pharmaceuticals & 19,244 1.6 common stock Biotechnology Twenty Largest 1,010,710 86.0 Holdings Tate & Lyle Food Producers 17,297 1.5 Provident General Financial 15,818 1.3 Financial International Electricity 14,531 1.3 Power Raven Russia - Real Estate 6,134 preference - ordinary 5,570 11,704 1.0 BTG Pharmaceuticals & 10,999 0.9 Biotechnology Amlin Non-life Insurance 10,960 0.9 Hiscox Non-life Insurance 10,356 0.9 Catlin Non-life Insurance 8,382 0.7 Chemring Aerospace & 6,706 0.6 Defence Serco Support Services 6,637 0.6 Thirty Largest 1,124,100 95.7 Holdings Rentokil Initial Support Services 6,425 0.5 Smith & Nephew Health Care 6,330 0.5 Equipment & Services Burford Equity Investment 6,177 0.5 CapitalAIM Instruments Stobart Industrial 6,095 0.5 Transportation Paypoint Support Services 5,543 0.5 Homeserve Support Services 5,466 0.5 IP Group Financial Services 5,319 0.5 Barclays Bank - Nuclear Power Notes   28 Feb 2019(1) Electricity 5,134 0.4 ProximagenAIM Pharmaceuticals & 3,204 0.3 Biotechnology Yell Media 850 0.1 Forty Largest 1,174,643 100.0 Holdings EurovestechAIM Financial Services 385 - Helphire Financial Services 47 - Total Holdings 1,175,075 100.0 (42) (1) Contingent Value Rights (`CVRs') referred to as Nuclear Power Notes (`NPNs') were offered by EDF as a partial alternative to cash in its bid for British Energy (`BE'). The NPNs were issued by Barclays Bank. The CVRs participate in BE's existing business. . REPORT OF THE DIRECTORS Principal Risks and Uncertainties The Company's key long-term investment objectives are an increase in the capital net asset value per share by more than the growth in the FTSE All-Share Index (the `benchmark' or `index') and an increase in dividends by more than the growth of RPI. The principal risks and uncertainties facing the Company are an integral consideration when assessing the operations in place to monitor these objectives, including the performance of the portfolio, share price and dividends. The Board is ultimately responsible for the 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 assets principally consist of quoted securities. The prices of these securities and the income derived from them are influenced by many factors such as general economic conditions, interest rates, inflation, political events, and government policies as well as by supply and demand reflecting investor sentiment. Over the coming months, there is the risk that European policy makers fail to restore market confidence by implementing an effective and lasting solution to the Eurozone sovereign debt crisis. Such failure could lead to a general curtailment of credit availability in global banking and add significantly to market risk in the near term. Such factors are outside the control of the Board and Manager and may give rise to high levels of volatility in the prices of investments held by the Company. The asset value and price of the Company's shares and its earnings and dividends may consequently also experience volatility and may decline. Investment Performance Risk The Board sets performance objectives and 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. The Manager's approach is to construct a portfolio which is compatible with the Manager's view of future trends in the UK and global economies. The Manager is a long term investor, prepared to take substantial positions in securities and sectors which may well be out of fashion, but which the Manager believes will have potential for material increases in earnings and, in due course, dividends and share prices. Strategy, asset allocation and stock selection decisions by the Manager can lead to underperformance of the benchmark index and/or income targets. The Manager's style may result in a concentrated portfolio with significant overweight or underweight positions in individual stocks or sectors compared to the index and consequently the Company's performance may deviate significantly, possibly for extended periods, from that of the benchmark index. However the Board and Manager believe that the investment process and policy outlined above should, over the long term, meet the Company's objectives of capital growth in excess of the benchmark index and real dividend growth. Investment selection is delegated to the Manager. The Board does not specify asset allocations. Information on the Company's performance against the benchmark and peer group is provided to the Board on a quarterly basis. The Board uses this to review the performance of the Company, taking into account how performance relates to the Company's objectives. The Manager is responsible for monitoring the portfolio selected and seeks to ensure that individual stocks meet an acceptable risk-reward profile. 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 whilst the issuance, repurchase or restructuring of debt are for the Board to decide. Information related to gearing is provided to the Directors as part of the Board papers. The Board regularly reviews the level of gearing. Additionally, the Board keeps under review the cost of buying back debt. Income/Dividend Risk The Company is subject to the risk that income generation from its investments fails to reach 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 not repurchased shares in the last year. Control Systems Risk The Board delegates a number of specific risk control activities to the Manager including: • best practice standards in fund management operations; • financial controls; • meeting regulatory requirements; • the management of the relationship with the Custodian in respect of the custody and security of the Company's assets; and • the management of the relationship with the Registrar. 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. In addition, the Company relies on the soundness and efficiency of the Custodian for good title and timeliness of receipt and delivery of securities. 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. Reliance on Third Party Providers The Company has no employees and the Directors are all appointed on a non-executive basis. The Company is reliant upon the performance of third party providers for its executive function. The Company's most significant contract is with the Manager, to whom responsibility both for the Company's portfolio and for the provision of company secretarial and administrative services are delegated. The Company has other contractual arrangements with third parties to act as Auditor, Registrar, Custodian and Broker. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company and could affect the ability of the Company to successfully pursue its investment policy and expose the Company to risk of loss or to reputational risk. In particular, the Manager performs services which are integral to the operation of the Company. The Manager may be exposed to the risk that litigation, misconduct, operational failures, negative publicity and press speculation, whether or not it is valid, will harm its reputation. Any damage to the reputation of the Manager could result in counterparties and third parties being unwilling to deal with the Manager and by extension the Company. This could have an adverse impact on the ability of the Company to pursue its investment policy. The Board seeks to manage these risks in a number of ways: • The Manager monitors the performance of all third party providers in relation to agreed service standards on a regular basis, and any issues and concerns are dealt with promptly and reported to the Board. The Manager formally reviews the performance of all third party providers and reports to the Board on an annual basis. • The Board reviews the performance of the Manager at every board meeting and otherwise as appropriate. The Board has the power to replace the Manager and reviews the management contract formally once a year. • The day-to-day management of the portfolio is the responsibility of Neil Woodford, Head of Investment at Invesco Perpetual, who has worked in equity markets since 1981 and has been the portfolio manager of the Company since Invesco's appointment in September 2008. The Board has adopted guidelines within which the portfolio manager is permitted wide discretion. Any proposed variation outside these guidelines is referred to the Board and the guidelines themselves are reviewed at every board meeting. • The risk that the portfolio manager might be incapacitated or otherwise unavailable is mitigated by the fact that he works within, and is supported by, the wider Invesco Perpetual UK Equity team. Other Risks The Company may be exposed to other business and strategic risks in the future, including fiscal, legal or regulatory changes, and the perceived 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 Group vehicle is utilised, it is assessed for suitability against other similar investment options. The Company is subject to laws and regulations by virtue of its status as an investment trust and is required to comply with certain regulatory requirements that are applicable to listed closed-ended investment companies. The Company is subject to the continuing obligations imposed by the UK Listing Authority on all companies whose shares are listed on the Official List. A breach of the conditions for approval as an investment trust could lead to the Company being subject to capital gains tax on the sale of the investments in the Company's portfolio. A serious breach of other regulatory rules may lead to suspension from listing on the Stock Exchange or a qualified Audit Report. The Manager reviews compliance with investment trust tax conditions and other financial and regulatory requirements on a daily basis. 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. . DIRECTORS' RESPONSIBILITY STATEMENT in respect of the preparation of the annual financial report 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 the law the Directors have elected to prepare financial statements in accordance with applicable law and UK Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Under company law, the Directors must not approve the accounts unless they are satisfied that they 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 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 which enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, a Directors' Remuneration Report and a Corporate Governance Statement that comply with that law and those regulations. In so far as each of the Directors is aware: • there is no relevant audit information of which the Company's auditors are unaware; and • the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. The Directors of the Company each confirm to the best of their knowledge, that: • the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and • this annual financial report 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. Jim Pettigrew Chairman Signed on behalf of the Board of Directors 31 May 2012 Electronic Publication The annual financial report is published on www.invescoperpetual.co.uk/ investmenttrusts which is the Manager's website maintained by the Company's Manager. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditors accept no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2012 2011 REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL £'000 £'000 £'000 £'000 £'000 £'000 Gains on - 109,922 109,922 - 70,285 70,285 investments Foreign - 6 6 - (131) (131) exchange profits/ (losses) Income - note 2 52,857 398 53,255 52,460 - 52,460 Investment (1,662) (7,461) (9,123) (1,464) (3,417) (4,881) management fee - note 3 VAT recovered on management   fees - note 3 - - - 1,809 1,367 3,176 Other expenses (776) (1) (777) (775) (1) (776) Net return before finance   costs and 50,419 102,864 153,283 52,030 68,103 120,133 taxation Finance costs (5,850) (13,653) (19,503) (5,851) (13,655) (19,506) Return on ordinary activities   before tax 44,569 89,211 133,780 46,179 54,448 100,627 Tax on ordinary (1,490) - (1,490) (1,305) - (1,305) activities Return on ordinary activities   after tax for 43,079 89,211 132,290 44,874 54,448 99,322 the financial year Return per ordinary share Basic - note 4 22.1p 45.7p 67.8p 23.0p 27.9p 50.9p 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 48,779 6,639 24,676 698,000 49,231 827,325 31 March 2010 Dividends - - - - (32,741) (32,741) paid - note 5 Net return - - - 54,448 44,874 99,322 on ordinary activities Balance at 48,779 6,639 24,676 752,448 61,364 893,906 31 March 2011 Dividends - - - - (44,018) (44,018) paid - note 5 Net return - - - 89,211 43,079 132,290 on ordinary activities Balance at 48,779 6,639 24,676 841,659 60,425 982,178 31 March 2012 BALANCE SHEET FOR THE YEAR ENDED 31 MARCH 2012 2011 £'000 £'000 Fixed assets   Investments held at fair 1,175,075 1,088,478 value through profit or loss Current assets   Debtors 11,399 7,506   Cash and cash funds 207 184 11,606 7,690 Creditors: amounts falling (7,139) (3,439) due within one year Net current assets 4,467 4,251 Total assets less current 1,179,542 1,092,729 liabilities Creditors: amounts falling (197,364) (197,112) due after more than one year Provision - (1,711) Net assets 982,178 893,906 Capital and reserves Share capital - note 6 48,779 48,779 Share premium 6,639 6,639 Capital redemption reserve 24,676 24,676 Capital reserve 841,659 752,448 Revenue reserve 60,425 61,364 Shareholders' funds 982,178 893,906 Net asset value per ordinary share Basic - note 7 502.03p 456.66p These financial statements were approved and authorised for issue by the Board of Directors on 31 May 2012. Signed on behalf of the Board of Directors Jim Pettigrew Chairman . CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2012 2011 £'000 £'000 Cash inflow from 42,082 47,725 operating activities Servicing of finance (19,251) (19,253) Capital expenditure 21,204 4,353 and financial investment Equity dividends (44,018) (32,741) paid - note 5 Net cash inflow before management of    liquid resources 17 84 and financing Management of liquid (160) - resources (Decrease)/increase (143) 84 in cash Reconciliation of net cash flow to movement in net debt (Decrease)/increase (143) 84 in cash Cashflow from 160 - movement in liquid resources Exchange movements 6 (131) Debenture stock (252) (253) non-cash movement Movement in net debt (229) (300) in the year Net debt at (196,928) (196,628) beginning of year Net debt at end of (197,157) (196,928) year NOTES TO THE FINANCIAL STATEMENTS 1. Principal Accounting Policies The principal accounting policies adopted in the preparation of these 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 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 January 2009. The financial statements are also prepared on a going concern basis. 2. Income 2012 2011 £'000 £'000 Income from listed investments UK dividends 41,547 39,841 Scrip dividends 743 689 Overseas dividends 10,527 9,314 Income from money market 9 9 funds 52,826 49,853 Other income Interest on VAT recovered 18 2,459 on management fees * note 3 Underwriting commission 13 148 Total income 52,857 52,460 A GlaxoSmithKline special dividend of £398,000 (2011: nil) has been recognised in capital. 3. Investment Management Fees 2012 2011 RevenuE Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment 1,662 3,877 5,539 1,464 3,417 4,881 management fee Performance - 3,584 3,584 - - - fee 1,662 7,461 9,123 1,464 3,417 4,881 Details of the investment management agreement are disclosed on page 24 in the Report of the Directors. At 31 March 2012 investment management fees of £ 485,000 (2011: £435,000) were accrued. At 31 March 2012, a performance fee of £ 3,584,000 (2011: none) was due. During the year, no amounts in respect of VAT recovered on management fees has been recognised (2011: £3,176,000). Interest of £18,000 (2011: £2,459,000) was received during the year in respect of VAT recovered in previous periods and is credited wholly to revenue. 4. Return per Ordinary Share The basic, capital and total returns per ordinary share are based on each return on ordinary shares after tax and on 195,116,734 (2011: 195,116,734) ordinary shares, being the weighted average number of shares in issue during the year. 5. Dividends 2012 2011 pence £'000 pence £'000 Dividends paid and recognised in the year: Third interim paid in 4.75 9,268 - - respect of previous year Special paid in 1.26 2,458 - - respect of previous year Final paid in respect 6.55 12,780 6.35 12,390 of previous year First interim paid 5.00 9,756 4.75 9,268 Special paid - - 0.93 1,815 Second interim paid 5.00 9,756 4.75 9,268 22.56 44,018 16.78 32,741 Dividends on shares payable in respect of   the year: First interim 5.00 9,756 4.75 9,268 First special - - 0.93 1,815 Second interim 5.00 9,756 4.75 9,268 Third interim 5.00 9,756 4.75 9,268 Second special - - 1.26 2,458 Proposed final 7.00 13,658 6.55 12,780 22.00 42,926 22.99 44,857 The proposed final dividend is subject to approval by Ordinary Shareholders at the AGM. 6. Share Capital 2012 2011 NUMBER £'000 NUMBER £'000 Authorised Ordinary shares of 25p 316,099,929 79,025 316,099,929 79,025 each Allotted, called-up and fully paid Ordinary shares of 25p 195,116,734 48,779 195,116,734 48,779 each 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: 2012 2011 NAV Shareholders' NAV Shareholders' per Funds Per Funds share share PENCE £'000 PENCE £'000 Shareholders' 503.38 982,178 458.14 893,906 funds Less: Unamortised discount and expenses arising from debenture issue (1.35) (2,636) (1.48) (2,888) NAV - debt at 502.03 979,542 456.66 891,018 par (b) NAV - debt at market value The market value of the debenture stocks is determined by reference to the daily closing price, and is subject to review against various 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: 2012 2011 NAV Shareholders' NAV Shareholders' per Funds Per Funds share share PENCE £'000 PENCE £'000 NAV - debt at par 502.03 979,542 456.66 891,018 Debt at par 102.50 200,000 102.50 200,000 Debt at market value - 111⁄2% (61.67) (120,341) (63.59) (124,081) Debenture Stock 2014 - 73⁄4% Debenture (64.56) (125,965) (61.55) (120,102) Stock 2022 NAV - debt at 478.30 933,236 434.02 846,835 market value The number of ordinary shares in issue at the year end was 195,116,734 (2011: 195,116,734). 8. Related Party Transactions Invesco Asset Management Limited (`IAML'), a wholly owned subsidiary of Invesco Limited, is Manager, Company Secretary and Administrator to the Company. Details of management fees payable to IAML, together with details of Directors' interests, are disclosed in the Report of the Directors. There are no other related party transactions. 9. This Annual Financial Report announcement is not the Company's statutory accounts. The statutory accounts for the year ended 31 March 2011 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 March 2011 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 498(2) or 498(3) of the Companies Act 2006. The statutory accounts for the financial year ended 31 March 2012 have been approved and audited but have not yet been filed. 10. The Audited Annual Financial Report will be posted 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. A copy of the Annual Financial Report will be available from Invesco Perpetual on the following website: http://investmenttrusts.invescoperpetual.co.uk/portal/site/iptrust/ investmentrange/investmenttrusts/edinburgh 11. The Annual General Meeting of the Company will be held at 11.00 am on 20 July 2012 at the Weston Link, National Galleries of Scotland, Princes Street, Edinburgh. By order of the Board Invesco Asset Management Limited - Company Secretary 31 May 2012
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