Final Results

FIDELITY SPECIAL VALUES PLC Preliminary Announcement of Unaudited Results for the year ended 31 August 2004 Please note that past performance is not a guide to future returns. The value of investments can go down as well as up, and may be affected by exchange rate fluctuations. CHAIRMAN'S STATEMENT Ten Years' Performance: NAV: 95.5p to 341.94p: + 258.0% This annual report marks the tenth anniversary of the formation of Fidelity Special Values in the autumn of 1994. It has been a topsy-turvy ten years for the stock market but I am proud to be able to report a remarkably good one for your Company. Since its formation the net asset value has risen by no less than 258.0%, a compound rate of return of about 14% per annum. Our benchmark, the FTSE All Share Index, on the other hand more than doubled (+110%) before it peaked in 1999 - thereafter falling - and at our year end it was over 30% lower than that peak. The table below illustrates these results: Net Asset Change Change Benchmark Change Change Value p since since since since share* previous launch (FTSE All previous launch period Share Index) period Launch 95.5p 1,560 31 Aug 191.44p +100.5% +100.5% 3,208 +105.6% +105.6% 1999 31 Aug 341.94p +78.6% +258.0% 2,214 -31.0% +41.9% 2004 While it is indeed a remarkable performance that Anthony Bolton and his Fidelity colleagues have produced, it should be remembered there are times when the performance is not quite so stellar and indeed that can be seen from the table. Although we achieved our primary objective of capital growth during our first five years, our net asset value performance trailed the benchmark by a little bit; there will be times in the future when that happens again. But the second five years has proved to be quite outstanding - with an increase in the net asset value of just under 80% at a time when the market itself declined by some 30%. That truly does fulfil our goal of making money for shareholders over the longer term and shows that it can be done in difficult times. During the last ten years we have been able to report, on nine out of ten occasions, increases in the annual net asset value. I believe that this performance stems in part from having had a consistent team (both Manager and Board) throughout the period. I am sure shareholders would like to join the Directors, all of whom are shareholders, in congratulating the Manager and his colleagues for this performance and in thanking them for it. The Year's Performance: NAV: 285.93p to 341.94p: + 19.6% This last year proved to be one of those nine years, with our net asset value increasing from the 285.93p per share reported last year to 341.94p per share at 31 August 2004. That is an increase of 19.6% and it compares with an increase in our benchmark of 7.2%. In fact, as is often the case it was a tale of two halves, the net asset value having risen by 20.5% in the first half but declining slightly - by 0.7% - in the second half. Of the 56p increase in the net asset value per share, 23p was the result of superior stock selection and is the main reason why we performed rather better than the stock market. Our gearing of course helped, as it always will when we are making money - adding circa 9p per share. During the course of the year your company participated in the reconstruction of two investment trusts, Govett Strategic Trust and The Derby Trust. In both cases the arrangements for their respective shareholders included the option of receiving ordinary shares of Fidelity Special Values, should any shareholder wish to do so. A number of them did and as a consequence we issued 9,351,136 shares to a number of Govett Strategic Trust shareholders and 2,806,948 to The Derby Trust shareholders. It is important to say that it was a condition of our part of these arrangements that our own net asset value benefited and I can report that it did so to the tune of approximately 1.5p per share. We would like to welcome all new shareholders to the Company, including those former shareholders of Govett Strategic Trust and The Derby Trust and we trust that your faith in Fidelity Special Values will be rewarded. To add to the 12,158,084 shares issued above, we also issued 2,462,790 for cash in the market at a premium to net asset value and finally, 3,309,360 shares in satisfaction of warrantholders' subscriptions. In all therefore we issued 17,930,234 shares bringing the total number of shares in issue to 63,419,923. We were able to do all of this without affecting the premium rating of the Company's shares. That was a matter of great concern to your Board at the time and is something we continue to monitor carefully. Dividend: 1.40p per share Your Board is recommending a dividend of 1.40p per share to shareholders, which, if approved, will be paid on 13 December 2004 to those on the register on 5 November 2004. As you will see later in the report, your Board has laid out a number of its policies in writing, one of which is the dividend policy. In summary it says that in general the amount of the dividend will be determined by what is earned each year and that is the case for this year. Corporate Governance: Governance: Your Board has devoted a considerable amount of time during this past year to the matter of corporate governance. There are now new Listing Rules for investment trusts and companies and there is the new Combined Code. To add to this the Association of Investment Trust Companies, of which your Company is a member, has produced a code specially for investment trusts, which we have used as the basis of our own corporate governance schedule. This can be found on the Fidelity Special Values website, which in turn can be found on the Fidelity website at www.fidelity.co.uk. Our Corporate Governance report highlights those areas of either the AITC Code of Corporate Governance© or the Combined Code where we have deemed it sensible and appropriate to explain a different approach to that suggested in either code. In particular, being a small Board with a Chairman who has to be independent under the Listing Rules for investment trusts, we do not regard it as necessary or appropriate to have a senior independent director, the Chairman being de facto that person. We agree with and have followed the AITC's Code on the matter of directors' tenure. We have not yet undertaken an appraisal of the Board but we will do so during the course of this year. Directorate: One of the decisions that the Board made in respect of the appointment and the re-election of Directors is that each Director should stand for re-election every year. It gives shareholders a chance to vote on each Director annually. As a consequence of this and as part of the Board evaluation process, each of the independent Director's candidacies is considered with a robust examination as to whether they have performed their duties during the year in an independent manner - the ultimate test for independent status. The criteria we use for such examination is set out in our Corporate Governance section of the Annual Report. I can confirm that such an examination has been undertaken and that all four of the non-Fidelity directors are regarded as independent. During the course of the year the Board decided that James Laurenson, a chartered accountant by training and an experienced investment trust man, should take on the role as Chairman of the Audit Committee. He is well qualified to do this and is therefore an appropriate choice. Although we believe it to be an effective Board that is working well with the necessary skills to undertake its responsibilities, in reviewing the Board and its composition, we have concluded that it would be beneficial to add a new non-executive, independent director to it. We are in the process of looking for and appointing one. This appointment will be subject to shareholder approval at the Annual General Meeting in 2005. Very sadly the growing pressures of his duties at Fidelity has meant that Simon Haslam will be stepping down as a Director of the Company, which he will do by resigning at the conclusion of the AGM. It is sad because he is an outstanding Director and I have no doubt that the workings of the Board have benefited enormously from his contribution and I would like to thank Simon for this. We will be appointing a replacement for Simon subsequent to the AGM and a further announcement will be made at that time. Directors' Fees: The changes to corporate governance, to the Listing Rules, to new accounting standards and other matters, have resulted in a considerable increase in the work load and in the risks of being a director of an investment trust company. We anticipate that these burdens will continue to increase in the years to come. As a consequence the Board has determined that there should be a new structure to the Directors' fees. The new basis is explained in the Remuneration Report together with a table showing the details of future payments. Shareholders are being asked to approve a new limit of £150,000 on the overall amount that can be paid in Directors' fees at the AGM (Resolution 13). Manager Evaluation: The new Listing Rules require that boards of directors of investment trust companies carry out a formal evaluation of the manager annually and report to shareholders on the outcome with a justification for the manager remaining in situ. Two observations should be made about this, namely that (i) the Board monitors the performance of Fidelity at every Board and Committee meeting and always has and (ii) the Board monitors all aspects of Fidelity's management of the Company, not just the net asset value track record. The criteria for the annual evaluation are set out in the Corporate Governance report in the Annual Report. As I mentioned earlier, the track record of the NAV, considered over five and ten years, is excellent. The Board reviewed all other aspects of the management of the Company and I can report to you that that performance too was of a high standard. Importantly, the Board reviewed the quality of the team that manages our affairs; it is very good. As a consequence of this I can report that the Board had no difficulty in concluding that it is in shareholders' interests that Fidelity Investments International remains as the Manager of the Company. Board Policies: Your Board believes that it would be helpful to shareholders and indeed in keeping with the modern spirit of transparency if it were to spell out in the Annual Report its major policies. Therefore we have laid out nine policies in the Annual Report covering amongst others, our investment goal, dividends, investment policy and gearing. I hope that this proves helpful to shareholders. Annual General Meeting: The Annual General Meeting of the Company will be held this year at 11.30am on 9 December at Fidelity's offices at 25 Cannon Street, near St Paul's Cathedral. May I repeat what I said last year and what is written in our corporate governance statement, namely that 'the Annual General Meeting is the pivotal point in the relationship between the Board of Directors and shareholders and is the occasion when the Board accounts for itself in general meeting'. We do therefore encourage as many shareholders as possible to attend - both individual and institutional - as it gives you the chance to air your views, hear other shareholders' views or ask any questions you may wish in front of the body of shareholders. Following the formal meeting Anthony Bolton will review the past year and look at the prospects for the current one. Every three years we ask shareholders whether they wish the Company to continue in business as an investment trust company - the continuation vote. One of our resolutions this year therefore is a proposal that Fidelity Special Values does indeed continue in business. Clearly in its first ten years, the Company has performed well and your Board believes that it will continue to do so. We therefore recommend that shareholders vote in favour of continuation. Outlook: Encouraging for our portfolio In re-reading last year's comments on the outlook for the year just ended, I am minded to say much the same things again - namely that the global outlook is much dependent on the economy of the United States and increasingly on that of China; that the European Union continues to be a drag on global economic growth; and that our own economy continues to do remarkably well despite Mr Brown's largesse and stealth taxation and despite rather higher interest rates. However, the new big factor in the outlook is that of the price of oil. A year ago, as I write, the price of a barrel of Brent crude oil stood at under US$30; today it stands at around US$50. Much the same is true for a lot of other commodity prices, steel, copper etc. Quite what the economic effect of these much higher prices will be depends largely on how the various central banks handle the situation. If they do as they did in 1973 and 1974 then there could be a large increase in the rate of inflation at both producer as well as consumer levels. If however, the central banks are concerned to restrain the emergence of inflation - which is certainly the case in the UK and in Euroland but less certainly so in the United States - then these increases will act more like a tax increase and will depress economic activity. Even the emergence of higher inflation must eventually result in higher interest rates and thence lesser economic activity. So either way the higher oil and other commodity prices are not good for economic growth in the shorter term. In the longer run, however, the higher oil price will lead to more investment in finding new sources of oil and in energy conservation - both good for the longer term, just as it did after 1981. So the circumstances of the moment would seem likely to result in a squeeze on corporate profit margins. Not only are input prices rising but there are the burdens of the costs of rising regulation and taxation, not to mention the problems that many companies face in funding pension liabilities. It all seems to add up to a period of lacklustre economic and corporate profits growth and one that therefore is not conducive to the re-emergence of another bull market of the scale of 1975-2000. However, even in markets that move sideways - to describe markets that drift - there are always good opportunities to make money. In the last five years, during which the market has fallen, our team has managed to increase the net asset value. Without making any shorter term forecast, I can say that the Board continues to have confidence in the ability of Fidelity to find stocks and shares that will make money for shareholders over the next five years. Alex Hammond-Chambers Chairman 27 October 2004 Enquiries: Barbara Powley - Fidelity Investments International 01737 836883 Issued by Fidelity Investments International. Authorised and regulated by the Financial Services Authority. CB19997 FIDELITY SPECIAL VALUES PLC STATEMENT OF TOTAL RETURN (unaudited) (incorporating the revenue account) of the Company for the year ended 31 August 2004 2004 2003 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments - 30,404 30,404 - 23,027 23,027 Dividends 5,362 - 5,362 3,766 - 3,766 Interest from 83 - 83 20 - 20 securities Other income 146 - 146 70 - 70 Investment management (2,238) - (2,238) (1,458) - (1,458) fee Other expenses (434) - (434) (408) - (408) Exchange (losses)/ - (43) (43) - 48 48 gains Net return before 2,919 30,361 33,280 1,990 23,075 25,065 finance costs and taxation Interest payable (1,965) - (1,965) (1,560) - (1,560) Return on ordinary 954 30,361 31,315 430 23,075 23,505 activities before tax ation Tax on ordinary (68) - (68) (31) - (31) activities Return on ordinary 886 30,361 31,247 399 23,075 23,474 activities after tax ation for the year attributable to equity shareholders Dividends (890) - (890) (466) - (466) Transfer (from)/to (4) 30,361 30,357 (67) 23,075 23,008 reserves Return per ordinary share Basic 1.55p* 52.98p 54.53p 0.91p 52.64p 53.55p Fully-diluted - - - 0.85p 48.79p 49.64p The revenue column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. * Returns per ordinary share are based on the weighted average number of ordinary shares in issue during the year, being 57,306,860. The number of shares in issue at the year end was 64,419,923. BALANCE SHEET (unaudited) as at 31 August 2004 2004 2003 £'000 £'000 Fixed assets Investments 251,138 160,678 Current assets Debtors - amounts falling due within one year 3,470 2,060 Cash at bank 1,007 1,677 4,477 3,737 Creditors - amounts falling due within one year Fixed rate unsecured loans (20,000) - Other creditors (5,758) (3,191) (25,758) (3,191) Net current (liabilities)/assets (21,281) 546 Total assets less current liabilities 229,857 161,224 Creditors - amounts falling due after more than one year Fixed rate unsecured loans (13,000) (25,000) Total net assets 216,857 136,224 Capital and reserves Called up share capital 15,855 11,373 Share premium account 87,923 44,611 Capital redemption reserve 404 404 Other reserves Other non-distributable reserve 5,152 1,742 Warrant reserve - 928 Capital reserve - realised 82,169 62,519 Capital reserve - unrealised 24,144 13,433 Revenue reserve 1,210 1,214 Total equity shareholders' funds 216,857 136,224 Net asset value per ordinary share: Basic 341.94p 299.46p Fully-diluted 341.94p 285.93p CASH FLOW STATEMENT (unaudited) for the year ended 31 August 2004 2004 2003 £'000 £'000 Operating activities Investment income received 2,903 2,387 Underwriting commission received 17 9 Deposit interest received 134 57 Investment management fee paid (2,080) (1,382) Directors' fees paid (64) (61) Other cash payments (468) (256) Net cash inflow from operating activities 442 754 Returns on investments and servicing of finance Interest paid (1,905) (1,544) Net cash outflow from servicing of finance (1,905) (1,544) Financial investment Purchase of investments (194,565) (90,221) Exchange (losses)/gains (49) 48 Disposals of investments 175,578 78,514 Net cash outflow from financial investment (19,036) (11,659) Equity dividend paid (457) (600) Net cash outflow before financing (20,956) (13,049) Financing Exercise of warrants 3,309 151 Fixed rate 4.91% unsecured loan drawn down - 5,000 Fixed rate 5.655% unsecured loan drawn down 8,000 - Issue of ordinary shares 8,495 7,658 Cash element from issue of shares to 931 - shareholders of Govett Strategic and Derby Trust Issue costs relating to issue of shares to (454) - shareholders of Govett Strategic and Derby Trust Net cash inflow from financing 20,281 12,809 Decrease in cash (675) (240) The above statements have been prepared on the basis of the accounting policies as set out in the most recently published set of annual financial statements. The figures for the year to 31.08.03 have been extracted from the accounts for the year ended 31.08.03 which have been delivered to the Registrar of Companies and on which the Auditors gave an unqualified report. The annual report and accounts will be posted to shareholders in November 2004. Copies will also be available from the Company's registered office at Beechgate, Millfield Lane, Tadworth, Surrey KT20 6RP.
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