Annual Financial Report

MONTANARO UK SMALLER COMPANIES INVESTMENT TRUST PLC (“MUSCIT”)

ANNUAL FINANCIAL REPORT 2015

The full Annual Report and Accounts for the year ended 31 March 2015 can be found on the Company’s website: www.montanarouksmaller.co.uk.

INVESTMENT OBJECTIVE

MUSCIT’s investment objective is capital appreciation through investing in small quoted companies listed on the London Stock Exchange or traded on the Alternative Investment Market (“AIM”) and to achieve relative outperformance of its benchmark, the Numis Smaller Companies Index (excluding investment companies) (“NSCI”).

No unquoted investments are permitted.


HIGHLIGHTS FOR THE YEAR ENDED 31 MARCH 2015

Results

As at   
31 March   
2015   
As at    
31 March    
2014    


% change
Ordinary share price 463.0p  505.5p   -8.4
Net Asset Value (“NAV”) per Ordinary share 564.7p  588.2p   -4.0
NAV (excluding current period revenue) per Ordinary share 554.4p  580.4p   -4.5
Discount to NAV (excluding current period revenue) 16.5% 12.9%
NSCI * 6,578.9    6,799.8    -3.2

* Capital only

Year to 
31 March 
2015 
Year to 
31 March 
2014 


% change
Revenue return per Ordinary share 10.3p 7.8p 32.1
Dividend per Ordinary share 8.9p 7.5p 18.7
Gross Assets £207.7m £212.6m -2.3
Net Assets £189.0m £196.9m -4.0
Market capitalisation £155.0m £169.2m -8.4
Net gearing employed* 5.4% 6.5%
Ongoing charges 1.2% 1.3%
Portfolio turnover** 19.3% 54.5%

* Borrowing net of cash.
** Calculated using average transactions as a percentage of the average total investments at fair value during the year.


Performance

Capital Return 1 year 3 year 5 year 10 year Since launch
Share price -8.4 33.0 97.9 147.6 387.4
NAV (excluding current period revenue) -4.5 29.2 85.6 157.2 462.3
Benchmark* -3.2 47.6 59.7 30.0 121.8

   

Total Return 1 year 3 year 5 year 10 year Since launch
Share price** -6.9† 40.2† 115.2† 196.2† 451.8
NAV** -2.7† 35.1† 99.9† 200.0† 534.8
Benchmark* -0.3   61.0   85.3   74.6   298.2

*  The Benchmark is a composite index comprising the FTSE SmallCap Index (excluding investment companies) until 31 March 2013 and the NSCI Index from 1 April 2013 onwards.
** Returns have been adjusted for dividends paid.
†  Source: AIC.
 

STRATEGIC REPORT

During the year ended 31 March 2015, MUSCIT’s NAV (excluding current period revenue) per share declined by 4.5% to 554.4p compared with a fall of 3.2% by the NSCI.  The Company’s share price fell by 8.4% to 463.0p, representing a discount to NAV (excluding current period revenue) of 16.5% as compared to a discount of 12.9% at the start of the year. 

CHAIRMAN’S STATEMENT

Results
It is with great pleasure that I present the twentieth annual report of MUSCIT, which was launched on 16 March 1995.  The initial investment of £25 million was increased in 1996 through a “C” share issue.  Net Assets at 31 March 2015 stood at £189 million. Since inception, MUSCIT has delivered a cumulative NAV return of 462.3% compared with an increase of 121.8% in the benchmark.

After a challenging 2014, there was a marked improvement in MUSCIT’s performance in the latter part of the year. Although the NAV (excluding current period revenue) per share declined by 4.5% to 554.4p, which was 1.3% behind the NSCI benchmark index for the financial year as a whole, the headwinds faced by Montanaro Asset Management (“Montanaro”)’s distinctive quality growth style began to abate half-way through the year. This resulted in much stronger relative performance from our portfolio.

I would like to take this opportunity to thank our shareholders for their continued support, record my thanks to my fellow Directors, past and present, and finally Montanaro for this excellent long term track record.

Dividend
MUSCIT’s primary aim is to deliver capital growth to its shareholders rather than dividend income. The Board proposes a final dividend of 8.9p per Ordinary share, which represents an increase of 18.7% compared to last year, reflecting a healthy contribution from special dividends.

Allocation of Fees
The Board has completed a review of the allocation of management fees and finance costs.  Following this review, with effect from 1 April 2015, 75% will be allocated to capital and 25% to revenue (currently 50% - 50%). This allocation of expenses better reflects the derivation of the Company’s returns and is therefore in keeping with best market practice.  In addition, it will bring MUSCIT more into line with its peer group.

Gearing
The Board regularly reviews the level of gearing considered appropriate for the Company in discussion with the Manager. This is a key feature of Investment Trusts and we believe offers a strong competitive advantage over the alternative open-ended investment funds. The ability to gear can significantly enhance investment returns to the shareholders.

At 31 March 2015, gearing was 5.4%, a level that the Board and the Manager considered as appropriate following a strong final quarter.

Regulation
The Alternative Investment Fund Managers’ Directive (“AIFMD”) came fully into force on 22 July 2014. At each meeting, your Board receives a report from Montanaro in their capacity as the Alternative Investment Fund Manager (“AIFM”) and the Depositary, Bank of New York (“BONY”), provides regular reports to the AIFM. There have been no issues to report.

Additional unaudited disclosures in relation to AIFMD can be found in the Company’s full Annual Report and Accounts.

Directors
After ten years on the Board, Michael Moule feels it is time to stand down.  His vast experience, sound advice and huge enthusiasm for investing has been invaluable and will be sorely missed.     

However, we are delighted to welcome Kate Bolsover to the Board. Kate has spent many years working in investment trusts. She also has considerable experience of sales and marketing, which will be invaluable as we work with the Manager to expand the shareholder base of MUSCIT.

Outlook
The debate about the future of the European Union is gathering momentum ahead of the UK referendum. However, we believe that the UK is in a strong position relative to its European neighbours. The UK has a number of advantages, such as a credible strategy to reduce the budget deficit, a revitalised banking system and an independent currency that offers greater flexibility to respond to changing market conditions. Although quoted UK small companies have performed well in recent years, the recent General Election created uncertainty and led companies to postpone capital investment. Improving confidence post the election should encourage companies to invest in their own businesses, which will lay the foundations for continued growth.

The Manager’s approach is to invest in profitable, well-managed companies in growth markets that are attractively valued. Such companies should be a major beneficiary of this environment and we are confident that Montanaro will continue to deliver the strong performance that we have enjoyed over the last 20 years.

KATHRYN MATTHEWS
Chairman
22 June 2015
 

MANAGER’S REPORT
The last six months of the financial year have brought confirmation that investor appetite is slowly returning to the highest quality UK small companies. Unfazed by deflation anxiety and domestic political uncertainty, these companies are expected to continue growing their earnings by more than 10% in 2015.

Breakdown by Market Cap (Ex Cash)

Market Cap Percentage
£0-£250m 4%
£250m-£500m 18%
£500m-£1bn 40%
£1bn-£1.5bn 23%
> £1.5bn 15%

Breakdown by Index (Ex Cash)

Index Percentage
FTSE 100 0%
FTSE 250* 19%
Numis Smaller Companies 81%
UK AIM 0%

* Represents those holdings that are in the FTSE 250 and are above the threshold for the NSCI.

Montanaro
Montanaro was established in 1991. We have one of the largest and most experienced specialist teams in the UK dedicated exclusively to researching and investing in quoted European small companies. We have a team of 28, which gives us the benefit of local contacts and knowledge that is so essential.

At 31 March 2015, Montanaro’s funds under management were over £2 billion.

Investment Philosophy and Approach
Montanaro specialises in quoted UK small companies with a particular focus on those with a stock market value below £1 billion.

Investment ideas typically are generated internally – rather than through brokers – and are researched in detail in-house. With around 2,000 UK companies within our universe, we are spoilt for choice. There is never a shortage of exciting new ideas. Before conducting detailed research on an individual company, we gather and carefully review extensive trade and industry data to help us to understand the sector in which a company operates and its growth drivers.

Investments are focused exclusively on companies that are profitable. We are mindful of our ‘circle of competence’ – complicated, blue-sky companies are not for us. We focus on companies we can understand, typically niche franchises with good and experienced management, sound finances, simple business models, good order visibility, high barriers to entry, a strong, normally dominant market position and a competitive advantage that ensures pricing power. If there is a choice of more than one company in a specific sector, we would normally invest in the market leader. We prefer companies that can demonstrate self-funded organic growth rather than those on the acquisition treadmill.

We believe that you “get what you pay for in life” – it is worth paying more for a higher quality company. We like cash generative companies with high operating profit margins – an indicator that they are providing goods or services of value to their clients – which are better able to withstand a downturn. We carefully assess potential catalysts for share price performance such as positive news flow. We never lose sight of our primary goal which is to make money for shareholders through sound investment based on our own rigorous, fundamental analysis. We take a conservative approach. We also believe that it is right and proper to align our interests with those of our investors – we invest in our own funds.

To ensure that we remain well informed, we regularly visit the companies in which we invest. This is the fun part of the job and where we feel we can add the most value. We place great emphasis on management and seek to gain an understanding of their goals and aspirations by seeing them operate in their own environment. It is a privilege to meet them. The track record of executives is examined in detail along with board structure, the level of insider ownership and the emphasis placed by management on sound corporate governance. Good communication and regular dialogue with management are an important part of our investment process. We are more interested in where an industry and a specific company will be in 5–10 years than its next set of figures. We are genuine long-term investors, seemingly an increasing rarity these days.

We believe that the major risk of investing in quoted UK small companies is stock specific. Having a high level of in-house resources and a disciplined investment process means that we are well-equipped to manage this risk. In addition, we have a number of risk disciplines aimed at limiting our exposure to a particular sector or company. For example, if a stock reaches a 4% weighting in the portfolio, we will automatically reduce our exposure even if we believe the outlook is still positive – no company is immune to external shocks or unexpected surprises.

In summary, we invest in well managed, high quality companies in growth markets at sensible valuations. We are long-term investors and keep turnover and transaction costs low. We follow the companies in which we invest very closely over many years, measured more in decades than the short-termism of others. We would rather pay more for a higher quality, more predictable company that can be valued with greater certainty. We like to sleep at night.

The Portfolio
The portfolio at 31 March 2015 consisted of 48 companies, of which the top ten holdings represented 32.4%.

At 31 March 2015, the Company held no investments in companies traded on AIM. The Manager currently considers that such companies carry a higher level of risk due to a lower level of disclosure, often weaker corporate governance and less regulation. In addition, liquidity is typically far less, leaving investors vulnerable to higher losses and greater volatility during market downturns.

Nonetheless, the Manager retains the ability to invest in companies traded on AIM in the future.

Sector distribution within the portfolio is driven by stock selection. Although weightings relative to the market are monitored, overweight and underweight positions are held based on where the greatest value and upside are perceived to be.

Review
After two good years for investors, 2014/2015 proved to be an uninspiring one for investors in UK SmallCap, with the NSCI falling by 3.2% over the period. In comparison, the Company’s NAV (excluding current period revenue) declined by 4.5%.

The UK SmallCap market experienced a sell-off which coincided with the start of the financial year that began in April 2014. A rotation out of SmallCap into LargeCap was evident throughout the summer months of 2014 as investors reacted to rising geopolitical tensions in Ukraine and the destabilising effect (once more) of events in Greece. In September 2014, investor risk appetite was further dampened by the Scottish Independence vote that raised the prospect of a possible breakup of the UK.

Aside from these political gyrations, there was a sense of a continuing economic revival in the UK as the economy expanded at a faster pace than its G7 peers. Leading economic indicators strengthened, unemployment fell below 6%, while retail sales, construction activity and manufacturing output all accelerated. The dramatic fall in the oil price supported the economic glow, lowering the inflation rate just as wage growth started to pick up.

Gearing
The AIFM, in consultation with the Board, is responsible for determining the gearing levels of the Company. In 2014, the Company started the financial year with a modest level of gearing at 6.5%. During the weak summer months, gearing rose reaching just above 10% by the end of September 2014 before falling back to 5.4% by the end of the financial year.

Outlook
We feel more optimistic about the outlook for SmallCap today compared with this time last year. The UK’s improving economy, together with a pick-up in takeover activity, should support the asset class, which traditionally has outperformed during the expansionary phase of the business cycle.

Growth companies with true pricing power are more likely to excel in such an economic environment. MUSCIT’s marked improvement in relative performance over the past six months suggests that investors recognise the attractions of our “Quality Growth” positioning.  We look forward to what could be an exciting year for good stock-pickers.

The end of this financial year marks the 20th anniversary of the launch of the Company.  MUSCIT has delivered a total return of 10.2% per annum (after fees) and has outperformed the benchmark by almost 5% per annum. 

We would like to extend our thanks to our Chairmen, Directors and shareholders for their support over two decades.  Several of you joined us on this memorable journey from the very start.  Our sincere thanks go to you especially.  We hope to count all of you amongst our shareholders in 20 years’ time.

MONTANARO ASSET MANAGEMENT LIMITED
22 June 2015


THE COMPANY

MUSCIT is a closed-ended investment trust listed on the London Stock Exchange with registration number 3004101. It has been granted approval from HM Revenue & Customs (“HMRC”) as an investment trust under s1158/1159 of the Corporation Tax Act 2010 (“1158/1159”), subject to there being no serious breaches of the conditions for approval.

Rules introduced by HMRC removed the maximum holding in any one investment of 15% and replaced this with a risk diversification approach. The Board has considered this and agreed that the Company’s Investment Policy offers suitable risk diversification.

MUSCIT is also an investment company as defined in Section 833 of the Companies Act 2006 (“Act”). The current portfolio of MUSCIT is such that its shares are eligible for inclusion in an ISA up to the maximum annual subscription limit and the Directors expect this eligibility to be maintained.

INVESTMENT OBJECTIVE
MUSCIT’s investment objective is capital appreciation through investing in small quoted companies listed on the London Stock Exchange or traded on AIM and to achieve relative outperformance of its benchmark, the NSCI.

No unquoted investments are permitted.

The Attractions of Quoted Small Companies (“SmallCap”)
The key attraction of investing in SmallCap is that investors have the opportunity to make higher returns than from investing in LargeCap. It is easier for small companies to grow faster than it is for large companies; hence they offer investors the potential for higher earnings growth. In the UK, research shows that, since 1954, SmallCap equities have outperformed LargeCap by an average of 3.4% per annum (“the SmallCap Effect”). As a result, investors have received six times higher returns.

The SmallCap market gives investors access to global market-leading companies managed by dynamic entrepreneurs operating in attractive niche markets that are growing. However, due to a lack of broker research and the illiquidity of their shares, it takes a lot of time to get to know and understand these companies. This requires a level of in-house resources beyond the scope of most institutional investors. This is why many institutions are attracted to the asset class and equally why they will often outsource the day-to-day investment decisions to dedicated specialists such as Montanaro.

INVESTMENT POLICY
The Company seeks to achieve its objective and to manage risk by investing in a diversified portfolio of quoted UK small companies. At the time of initial investment, a potential investee company must be profitable and no bigger than the largest constituent of the NSCI, which represents the smallest 10% of the UK Stock Market by value. At the start of 2015, this was any company below £1.5 billion in size. The Manager focuses on the smaller end of this Index.

In order to manage risk, the Manager limits any one holding to a maximum of 4% of the Company’s investments. The portfolio weighting of each investment is closely monitored to reflect the underlying liquidity of the particular company. The Company’s AIM exposure is also closely monitored by the Board and is limited to 30% of total investments, with Board approval required for exposure above 25%. The Company currently holds no investments in companies traded on AIM.

The Manager is focused on identifying high-quality, niche companies operating in growth markets. This typically leads the Manager to invest in companies that enjoy high barriers to entry, pricing power, a sustainable competitive advantage and strong management teams. The portfolio is therefore constructed on a “bottom up” basis.

The AIFM, in consultation with the Board, is responsible for determining the gearing levels of the Company and has determined that the Company’s borrowings should be limited to 25% of shareholders’ funds. Gearing is used to enhance returns when the timing is considered appropriate. The Company currently has credit facilities of £25 million with ING Bank, of which £18 million was drawn down as at 31 March 2015 (amounting to net gearing of 5.4%).


COMPANY INFORMATION

Share Buy Backs
The Board is responsible for share buy backs, which are undertaken at arm’s length.

No shares were bought back during the year.

Holding Shares in Treasury
Since December 2003, investment trusts have had the right to buy back shares and hold them in Treasury for re-issue at a later date. This has the benefit of improving liquidity as well as retaining the opportunity to enhance the NAV.

The Board has actively and carefully considered the use of Treasury shares and had been among the industry’s pioneers. Our policy is to ensure that shareholders receive a tangible benefit above and beyond an enhanced ability to manage the liquidity of the shares of MUSCIT. Shares held in Treasury will only be re-issued at a lower discount than when they were originally purchased and to produce a positive absolute return.

At 31 March 2015, no shares were held in Treasury.

Benchmark
Following a review to assess the most appropriate benchmark against which its performance should be measured, the Company adopted the NSCI on 1 April 2013. Prior to this date, the benchmark was the FTSE SmallCap Index. Both benchmarks excluded investment companies.

Dividends
The results for the year are as shown in the Income Statement below. The Directors recommend that a final dividend of 8.9p (2014: final 7.5p) per Ordinary share, amounting to £2,979,000 (2014: £2,511,000) be paid on 12 August 2015 to shareholders on the share register at the close of business on 3 July 2015.

Directors
As reported in the Chairman’s Statement above, Kate Bolsover was appointed a Director on 17 October 2014

Michael Moule will retire as a Director on 31 July 2015.

Corporate Governance
The Directors have reviewed the recommendations of the AIC Code of Corporate Governance (the “AIC Code”) and have implemented procedures where appropriate, such as an annual evaluation of the Board’s performance.

MUSCIT has complied with the AIC Code throughout the year except where compliance would be inappropriate given the size and nature of the Company. Full disclosure of MUSCIT’s compliance with the AIC Code is included in the Directors’ Report in the full Annual Report and Accounts. The Manager has signed up to the Stewardship Code and has published its voting records on its website.

AIFMD
The AIFMD relates to European legislation that creates a European-wide framework for regulating managers of alternative investment funds (“AIFs”). Closed-ended investment companies fall within the remit of these regulations, which came fully into force on 22 July 2014.

The Board reviewed the impact of AIFMD on the Company’s operations and appointed Montanaro as the Company’s AIFM and BONY as Depositary and Custodian.

DESCRIPTION OF PRINCIPAL RISKS ASSOCIATED WITH MUSCIT
The Board carefully considers the principal risks for MUSCIT and seeks to manage these risks through continual and regular review, policy setting, compliance with and enforcement of contractual obligations and active communication with the Manager, the Administrator and shareholders.

The Board applies the principles detailed in the recommendations of the AIC Code as described above. Details of MUSCIT’s principal risks are set out below. Internal controls may be found in the Corporate Governance section of the full Annual Report and Accounts.

Mitigation of the principal risks is sought and achieved in many ways as shown below:

Corporate Objective: The Company and its objective become unattractive to investors. This is likely to be a systemic risk of all SmallCap trusts.

The Board regularly reviews the investment mandate and the long-term investment strategy in light of competition and monitoring of whether the Company should continue to exist in its present form.

Liquidity and Discount Management: The Company’s share price performance lags NAV performance due to poor performance, or because SmallCap is out of favour. The Company may become vulnerable to Arbitrageurs.

The Board regularly reviews the relative level of discount against the sector, the Company’s investment performance relative to the competition and the benchmark, and the underlying liquidity of the investments.

Share buybacks cause the size of the Company to become too small to be viable in terms of ongoing charges or for thresholds of institutional investors.

The Board regularly considers ways in which share price performance may be enhanced, including the effectiveness of marketing and policies such as share buybacks and Treasury shares.

The discount to the NAV (excluding current period revenue) per share averaged 13.9% over the period and ended the year at 16.5%, in line with the historical average.

Gearing: One of the benefits of closed-ended investment trusts is the ability to use borrowings which can enhance returns in a rising stock market. However, gearing exacerbates movements in the NAV both positively and negatively and will exaggerate declines in NAV when prices of quoted UK small companies are falling. Risks include an inappropriate use of gearing, interest payments becoming too high relative to the market and a breach of banking covenants.

The Board approves and discusses the gearing strategy proposed by the AIFM. In addition, it approves all loan agreements prior to commitment. A review of the terms and conditions of each loan agreement is undertaken at every Board meeting to check that covenants are being met.

Managing Shareholders’ Expectations: Failure to keep current and potential investors informed of the Company’s performance, investment style and development, leading to loss of investor confidence.

The Manager carries out an ongoing programme of communication with shareholders, including face-to-face presentations, factsheets and information on the website. Each year, the Board meets major shareholders at a post Board meeting lunch.

Board Composition and Succession Planning: The Board composition does not have the right mix of skills and experience leading to inadequate challenge and oversight. The Board does not have sufficient diversity leading to group think. There is inadequate succession planning.

The Nomination Committee meets regularly to discuss Board composition and succession planning. There is an annual Board appraisal to review Board effectiveness.

Corporate Ownership and Management Structure of Montanaro: A change in ownership and/or management structure of Montanaro.

The Board has no control over Montanaro’s corporate future and any uncertainty that may occur from any changes in it. The Board could change the Manager under the terms of the contract if it was not happy with the new ownership structure. The Board is in regular contact with the senior management of Montanaro.

Poor Investment Performance: Underperformance of benchmark and/or peer group, as well as consistently poor performance leading to a widening of the discount.

A review is taken at each Board meeting with the Manager to compare and review the performance of the portfolio with the benchmark and the peer group.  In addition, the Board seeks to understand the reasons for any underperformance as well as seeking comfort over consistency of investment approach and style.

The discount is managed through share buybacks. Ultimately, the Board can terminate the Manager’s investment management contract if unsatisfactory performance is considered irreversible and the causes cannot be rectified.

Risk Oversight: The Manager is taking too much risk in the portfolio leading to unacceptable volatility in performance or there is excessive portfolio turnover.

This is primarily the responsibility of the AIFM, but the Board provides additional oversight in its portfolio reviews at each Board meeting. Portfolio turnover is reviewed through an inertia test at each Board meeting.

Key Man Risk: A change in key investment management personnel who are involved in the management of the MUSCIT portfolio could impact on future investment performance and lead to loss of investor confidence.

Montanaro operates a team approach in the management of the portfolio which mitigates against the impact of the departure of any one of the investment team. There is an identified lead manager within Montanaro offering continuity of communication with MUSCIT’s shareholders. The Board is in regular contact with Montanaro and its designated manager and will give their approval to any proposed change in the lead manager.

Operational Risk: Key operational risks include transactions not subject to best execution, counterparty risk, errors in settlement, title and corporate actions, misstatement of NAV and breach of the Investment policy.

The Board monitors operational issues regularly and reviews them in detail at each Board meeting. The internal control reports of each service provider are reviewed annually.

Compliance with the AIFMD: Failure to comply with the requirements of the AIFMD.

The Board has complied with the AIFMD by appointing Montanaro as AIFM and by appointing BONY as Depositary. Each provides ongoing reporting.

Breach of Regulation: Failure to comply with the Companies Act 2006, Stock Exchange rules, Financial Conduct Authority (“FCA”) Listing Rules, Anti-Money Laundering procedures or other applicable regulations.

Shareholder reports and results announcements are reviewed by the Board prior to publication. Annual results are audited prior to release of the document to shareholders. Control reports from the Manager and Administrator are provided to monitor controls over ensuring compliance with applicable laws and regulations.

Changes in Regulations: The Company’s business is not responsive to changes in law or regulation.

The Board reviews updates from its advisers (Auditor, Administrator and Manager) and the AIC, as and when regulations change. Reports are provided to the Board by advisers, as and when required, on key changes and confirmation as to how these have been addressed.

Failure to Comply with Legal Requirements: All price sensitive issues must be disclosed in a timely manner to prevent a misleading market in the Company’s shares. Otherwise there could be action against the Company from regulatory authorities. Publication of breaches could impact the Company’s reputation.

The Directors are aware of their responsibilities relating to price sensitive information and will consult as a Board with their advisers, if any potential issues arise. The Manager and Administrator notify the Board immediately if they are aware of any disclosure issues.

ANALYSIS OF PERFORMANCE USING KEY PERFORMANCE INDICATORS (“KPIs”)
The Board reviews performance by reference to a number of KPIs and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole.

The Board and the Manager monitor the following KPIs:

The NAV
The NAV per Ordinary share (excluding current period revenue), at 31 March 2015 was 554.4p. Over the previous ten years and since launch, the NAV has increased by 157.2% and 462.3% respectively. In comparison, the benchmark has increased by 30.0% over the previous ten years 121.8% since launch.

The Level of Discount
The discount of MUSCIT’s share price to NAV (excluding current period revenue) stood at 16.5% on 31 March 2015 in comparison with a weighted sector average of 11.4%.

The Ongoing Charges

2015    2014   
Ongoing Charges 1.2% 1.3%
Finance costs 0.4% 0.4%
Total Ongoing Charges plus performance fees and finance costs
1.6%

1.7%

Further KPIs are those which show the Company’s position in relation to the investment trust tests which it is required to meet and maintain its investment trust status.

SOCIALLY RESPONSIBLE INVESTMENT
The Company has no employees and the Board is comprised entirely of non-executive Directors. Day-to-day management of the Company’s business is undertaken by Montanaro as the Manager.

Montanaro receives independent third party corporate governance research and will usually vote in line with International Corporate Governance Network policies. Where possible, Montanaro engages with management teams of investee companies before an AGM or General Meeting prior to any decision to abstain or vote against a board’s recommendation.

The Company aims to conduct itself responsibly, ethically and fairly.

ENVIRONMENTAL, HUMAN RIGHTS, EMPLOYEE, SOCIAL AND COMMUNITY ISSUES
The Board recognises the requirement under Section 414C of the Act to detail information about environmental matters, human rights, social and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements do not apply to the Company as it has no employees, all the Directors are non-executive and it has outsourced its functions to third party service providers. Therefore, the Company has not reported further in respect of these provisions.

GENDER DIVERSITY
The Board strives to maintain a diversity of age, skills, gender and experience. At 31 March 2015, the Board comprised two female and three male Directors.

On behalf of the Board
KATHRYN MATTHEWS
Chairman
22 June 2015


TEN LARGEST HOLDINGS 
as at 31 March 2015 (32.4% of the portfolio)

Cineworld Group - Travel and Leisure
A leading cinema operator in the UK.

£7.2m 3.6% £1,267m
Value Portfolio Market cap

Consort Medical – Health Care, Equipment and Services
Medical device technologies for drug delivery.

£7.1m 3.6% £422m
Value Portfolio Market cap

Marshalls – Construction and Materials
The UK’s leading provider of landscaping products.

£7.0m 3.5% £554m
Value Portfolio Market cap

Big Yellow Group – Real Estate/Real Estate Investment Trusts (“REIT”)
A REIT focused on the self-storage market.

£6.5m 3.3% £1,014m
Value Portfolio Market cap

Bovis Homes Group – Household Goods and Home Construction
A house builder operating primarily in the south of England.

£6.3m 3.2% £1,252m
Value Portfolio Market cap

Dignity – General Retailers
The UK’s largest provider of funeral-related services.

£6.3m 3.2% £901m
Value Portfolio Market cap

NCC Group – Software and Computer Services
Software business specialising in escrow and cyber security.

£6.1m 3.1% £409m
Value Portfolio Market cap

Dechra Pharmaceuticals – Pharmaceuticals and Biotechnology
An international veterinary pharmaceutical business.

£6.0m 3.0% £886m
Value Portfolio Market cap

Entertainment One – Media
A distributor of film, TV and music content.

£6.0m 3.0% £894m
Value Portfolio Market cap

Clarkson – Industrial Transportation
A leading shipping brokerage business.

£5.8m 2.9% £678m
Value Portfolio Market cap


INVESTMENT PORTFOLIO
as at 31 March 2015

Holding Sector

Value
£’000


Market cap
£m
% of portfolio
31 March 2015
% of portfolio 31 March 2014
Cineworld Group Travel and Leisure 7,200 1,267 3.6 2.1
Consort Medical Health Care, Equipment and Services 7,095 422 3.6 2.7
Marshalls Construction and Materials 6,950 554 3.5 2.1
Big Yellow Group Real Estate/Real Estate Investment Trusts 6,475 1,014 3.3 2.6
Bovis Homes Group Household Goods and Home Construction 6,321 1,252 3.2 2.1
Dignity General Retailers 6,250 901 3.2 1.0
NCC Group Software and Computer Services 6,101 409 3.1 2.5
Dechra Pharmaceuticals Pharmaceuticals and Biotechnology 6,042 886 3.0 1.9
Entertainment One Media 5,954 894 3.0 1.9
Clarkson Industrial Transportation 5,775 678 2.9 2.1
Shaftesbury Real Estate/Real Estate Investment Trusts 5,768 2,310 2.9 1.2
Restaurant Group Travel and Leisure 5,186 1,351 2.6 1.7
Rathbone Brothers Financial Services 4,993 993 2.5 1.3
Jupiter Fund Management Financial Services 4,990 1,872 2.5 2.3
Hilton Food Group Food Producers 4,975 317 2.5 2.7
Victrex Chemicals 4,688 1,601 2.4 2.4
Ted Baker Personal Goods 4,610 1,098 2.3 1.9
James Fisher and Sons Industrial Transportation 4,582 656 2.3 2.4
AG Barr Beverages 4,449 712 2.2 2.1
Senior Aerospace and Defence 4,406 1,361 2.2 2.0
Twenty Largest Holdings 112,810 56.8
Mears Group Support Services 4,298 432 2.2 2.8
Renishaw Electronic and Electrical Equipment 4,151 1,777 2.1 1.6
Helical Bar Real Estate/Real Estate Investment Trusts 4,140 466 2.1 2.2
Berendsen Support Services 4,133 1,928 2.1 2.9
Diploma Support Services 4,007 908 2.0 1.7
Cranswick Food Producers 3,950 676 2.0 2.0
St. Modwen Properties Real Estate/Real Estate Investment Trusts 3,893 984 2.0 -
Brewin Dolphin Holdings Financial Services 3,881 867 2.0 2.4
Hellermanntyton Group Electronic and Electrical Equipment 3,844 720 1.9 1.2
Brammer Support Services 3,620 518 1.8 2.2
RPS Group Support Services 3,605 499 1.8 2.4
AVEVA Group Software and Computer Services 3,428 946 1.7 1.8
Dialight Electronic and Electrical Equipment 3,402 246 1.7 2.0
Halma Electronic and Electrical Equipment 3,283 2,642 1.6 1.6
Galliford Try Household Goods and Home Construction 3,178 1,173 1.6 1.1
Dunelm Group General Retailers 3,125 1,701 1.6 1.5
Arrow Global Group Financial Services 3,097 432 1.6 -
Domino Printing Sciences Group Electronic and Electrical Equipment
2,974

1,054

1.5

2.2
SuperGroup Personal Goods 2,832 773 1.4 2.5
Euromoney Institutional Investor Media
2,481

1,436

1.2

1.3
Wilmington Group Media 2,439 201 1.2 1.2
Paypoint Support Services 2,255 558 1.1 1.5
Telecom Plus Fixed Line Telecommunication 1,959 697 1.0 2.0
Elementis Chemicals 1,929 1,340 1.0 -
Hunting Oil Equipment, Services and Distribution 1,728 730 0.9 1.5
ITE Group Media 1,715 464 0.9 0.9
Latchways Support Services 1,490 84 0.7 1.1
EnQuest Oil and Gas Producers 928 281 0.5 1.6
Total Portfolio 198,575 100.0


ANALYSIS OF INVESTMENT PORTFOLIO BY INDUSTRIAL OR COMMERCIAL SECTOR
as at 31 March 2015

Sector % of portfolio % of NSCI
Oil and Gas Producers 0.5 4.3
Oil Equipment, Services and Distribution 0.9 1.1
Alternative Energy - 0.2
Oil and Gas 1.4 5.6
Chemicals 3.4 2.1
Industrial Metals - 0.2
Mining - 3.6
Basic Materials 3.4 5.9
Construction and Materials 3.5 3.0
Aerospace and Defence 2.2 2.8
General Industrials - 1.8
Electronic and Electrical Equipment 8.8 2.7
Industrial Engineering - 2.2
Industrial Transportation 5.2 1.5
Support Services 11.7 10.2
Industrials 31.4 24.2
Beverages 2.2 0.7
Food Producers 4.5 3.3
Household Goods and Home Construction 4.8 3.4
Leisure Goods - 0.4
Personal Goods 3.7 1.6
Consumer Goods 15.2 9.4
Health Care, Equipment and Services 3.6 3.4
Pharmaceuticals and Biotechnology 3.0 2.7
Health Care 6.6 6.1
Food and Drug Retailers - 0.7
General Retailers 4.8 7.4
Media 6.3 3.7
Travel and Leisure 6.2 7.3
Consumer Services 17.3 19.1
Fixed Line Telecommunications 1.0 1.6
Telecommunications 1.0 1.6
Electricity - 0.4
Utilities - 0.4
Banks - 0.4
Life and Non-life Insurance - 3.5
Real Estate/Real Estate Investment Trusts 10.3 11.5
Financial Services 8.6 6.7
Financials 18.9 22.1
Software and Computer Services 4.8 3.4
Technology Hardware and Equipment - 2.2
Technology 4.8 5.6
Total 100.0 100.0

The investment portfolio comprises 48 listed UK equity holdings.


BOARD OF DIRECTORS

Kathryn Matthews – Chairman
Kate Bolsover
Roger Cuming
Michael Moule
James Robinson

EXTRACTS FROM THE DIRECTORS’ REPORT

SHARE CAPITAL
There are currently 33,475,958 Ordinary 10p shares in issue (2014: 33,475,958), none of which are held in Treasury (2014: nil). Holders of Ordinary shares have unrestricted voting rights of one vote per share at all general meetings of the Company.

GOING CONCERN
At the Company’s AGM held on 26 July 2013, shareholders voted to remove the obligation under the Articles to convene a General Meeting during 2014 for the purpose of voluntarily winding-up the Company. The Company will be required to propose a resolution at a General Meeting every five years thereafter unless, at any AGM held within, and not more than, 18 months prior to the expiry of the relevant period of five years, an ordinary resolution is passed releasing the Directors from the obligation to convene such a General Meeting.

The Directors, after due consideration of the Company’s cash balances, the liquidity of the Company’s investment portfolio and the cost base of the Company, are of the opinion that it is appropriate to presume that the Company will continue in business for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis, consistent with previous years.
 

The full Annual Report and Accounts contain the following statements regarding responsibility for the financial statements.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES
in respect of the Annual Report and the Financial Statements

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the 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 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 Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm to the best of their knowledge:

  • the financial statements, prepared in accordance with UK Accounting Standards, give a true and fair view of the assets, liabilities, financial position and return of the Company;
     
  • the Strategic Report and the Directors’ Report include 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; and
     
  • the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy.

On behalf of the Board
KATHRYN MATTHEWS
Chairman
22 June 2015


NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company’s statutory accounts for the years ended 31 March 2015 or 31 March 2014 but is derived from those accounts. Statutory accounts for the year ended 31 March 2014 have been delivered to the Registrar of Companies and statutory accounts for the year ended 31 March 2015 will be delivered to the Registrar of Companies in due course. The Auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor’s reports can be found in the Company’s full Annual Report and Accounts atwww.montanarouksmaller.co.uk.
 

INCOME STATEMENT
for the year to 31 March 2015

Notes Year to 31 March 2015 Year to 31 March 2014
Revenue 
£’000  
Capital   
£’000   
Total   
£’000   
Revenue  
£’000  
Capital  
£’000  
Total  
£’000  
(Losses)/gains on investments at fair value 10 -   (7,753)   (7,753)   -    20,352   20,352  
Dividends and interest 2 5,162   260    5,422    4,371   -   4,371  
Management fee 3 (879)  (879)   (1,758)   (999)  (999)  (1,998) 
Other expenses 4 (479)  -    (479)   (422)  -   (422) 
Movement in fair value of derivative financial instruments 15 -   (81)   (81)   -    371   371  
Net (loss)/return before finance
costs and taxation
3,804   (8,453)   (4,649)   2,950   19,724   22,674  
Interest payable and similar charges 6 (363)  (363)   (726)   (325)  (325)  (650) 
Net (loss)/return before taxation 3,441   (8,816)   (5,375)   2,625   19,399   22,024  
Taxation 7 (3)  -    (3)   -   -   -  
Net (loss)/return after taxation 3,438   (8,816)   (5,378)   2,625   19,399   22,024  
(Loss)/return per Ordinary share 9 10.3p (26.4)p (16.1)p 7.8p 58.0p 65.8p

The total 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 Statement of Total Recognised Gains and Losses has been prepared as all such gains and losses are shown in the Income Statement.

No operations were acquired or discontinued in the year.

The notes below form part of these financial statements.


RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
for the year to 31 March 2015

Called-up
share
capital
£’000

Share
premium
account
£’000

Capital
redemption
reserve
£’000


Special
reserve
£’000


Capital 
reserve 
£’000 

Distributable 
revenue 
reserve 
£’000 

Total equity 
shareholders’ 
funds 
£’000 
Year to 31 March 2015                            Notes
As at 31 March 2014 3,348 19,307 1,362 4,642 163,658  4,595  196,912 
Fair value movement of investments 10 - - - - (7,753) (7,753)
Capital dividend received 2 - - - - 260  260 
Costs allocated to capital - - - - (1,242) (1,242)
Dividends paid in the year 8 - - - - (2,511) (2,511)
Movement in fair value of derivative financial instruments 15 - - - - (81) (81)
Net revenue for the year - - - - 3,438  3,438 
As at 31 March 2015 3,348 19,307 1,362 4,642 154,842  5,522  189,023 
Called-up
share
capital
£’000

Share
premium
account
£’000

Capital
redemption
reserve
£’000


Special
reserve
£’000


Capital 
reserve 
£’000 

Distributable 
revenue 
reserve 
£’000 

Total equity 
shareholders’ 
funds 
£’000 
Year to 31 March 2014 Notes
As at 31 March 2013 3,348 19,307 1,362 4,642 144,259  4,233  177,151 
Fair value movement of investments 10 - - - - 20,352  –  20,352 
Costs allocated to capital - - - - (1,324) –  (1,324)
Dividends paid in the year 8 - - - - (2,263) (2,263)
Movement in fair value of derivative financial instruments 15 - - - - 371  371 
Net revenue for the year - - - - 2,625  2,625 
As at 31 March 2014 3,348 19,307 1,362 4,642 163,658  4,595  196,912 

The notes below form part of these financial statements.


BALANCE SHEET
as at 31 March 2015

Notes 31 March 2015 31 March 2014
£’000  £’000   £’000  £’000 
Fixed assets
Investments at fair value 10 198,575   209,411  
Current assets
Debtors 12 1,281  1,070 
Cash at bank 21 7,847  2,137 
9,128  3,207 
Creditors: amounts falling due within one year
Other creditors 13 (416) (523)
Revolving credit facility 14 (18,000) (15,000)
(18,416) (15,523)
Net current liabilities (9,288)  (12,316) 
Total assets less current liabilities 189,287   197,095  
Creditors: amounts falling due after more than one year
Interest rate swap
15 (264)  (183) 
Net assets 189,023   196,912  

Share capital and reserves
Called-up share capital 16 3,348   3,348  
Share premium account 19,307   19,307  
Capital redemption reserve 1,362   1,362  
Special reserve 4,642   4,642  
Capital reserve 154,842   163,658  
Distributable revenue reserve 5,522   4,595  
Total equity shareholders’ funds 189,023   196,912  
Net asset value per Ordinary share 19 564.7p 588.2p

These financial statements were approved by the Board of Directors on 22 June 2015.

KATHRYN MATTHEWS
Chairman

Company Registered Number: 3004101

The notes below form part of these financial statements.


STATEMENT OF CASH FLOWS
for the year to 31 March 2015

Notes Year to
31 March 2015
Year to
31 March 2014
£’000  £’000  £’000  £’000 
Operating activities
Investment income received 5,150  4,604 
Deposit interest received
Fees paid to the Manager (1,866) (1,900)
Administration and company secretarial fees paid (108) (109)
Other cash expenses (349) (314)
Net cash inflow from operating activities 20 2,827  2,284 
Servicing of finance
Interest and similar charges paid (728) (645)
Tax paid (28)
Net cash outflow from servicing of finance (756) (645)
Capital expenditure and financial investment
Purchases of investments (36,124) (108,868)
Sales of investments 39,274  98,668 
Net cash inflow/(outflow) from capital expenditure and financial investment 3,150  (10,200)
Equity dividends paid (2,511) (2,263)
Net cash inflow/(outflow) before financing 2,710  (10,824)
Financing
Draw down of short-term credit facility 3,000 
Net cash inflow from financing 3,000 
Increase/(decrease) in cash 21 5,710  (10,824)

The notes below form part of these financial statements.


NOTES TO THE FINANCIAL STATEMENTS
at 31 March 2015

1 Accounting Policies

Accounting Convention
The financial statements are prepared on a going concern basis, under the historical cost convention as modified by the revaluation of fixed asset investments and in accordance with UK applicable accounting standards and the Statement of Recommended Practice regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP”) issued in January 2009. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied throughout the year and the preceding year.

Income Recognition
Dividend income is included in the financial statements when the investments concerned are quoted ex-dividend and shown net of any associated tax credit where applicable.

Deposit interest and underwriting commissions receivable are included on an accruals basis.

Management Expenses and Finance Costs
All expenses are accounted for on an accruals basis. Management fees and finance costs are allocated 50% to the capital reserve and 50% to the revenue account. The Board has agreed that from 1 April 2015 an allocation of 75% to the capital reserve and 25% to the revenue account would be more in line with the expectations of long-term returns from the investment portfolio of the Company.

Costs arising on early settlement of debt are allocated 100% to capital, in accordance with the requirements of the SORP.

All other expenses are allocated in full to the revenue account.

Investments
Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned and are initially measured at fair value.

All investments held by the Company are classified as at “fair value through profit or loss”. Investments are initially recognised at cost, being the fair value of the consideration given. After initial recognition, investments are measured at fair value, with unrealised gains and losses on investments and impairment of investments recognised in the Income Statement and allocated to capital.

For investments actively traded in organised financial markets, fair value is generally determined by reference to quoted market bid prices or closing prices for SETS (London Stock Exchange’s electronic trading service) stocks sourced from the London Stock Exchange on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.

Treasury Shares
The consideration paid for shares held in Treasury is presented as a deduction from equity shareholders’ funds, in accordance with FRS 25: “Financial Instruments: Disclosure and Presentation”. Any profit on the sale of shares out of Treasury is credited to the share premium account in full.

Taxation
The charge for taxation is based on the net revenue for the year. Deferred taxation is provided in accordance with FRS 19: “Deferred Taxation” on all timing differences that have originated but not reversed by the Balance Sheet date. Deferred taxation assets are only being recognised to the extent that they are regarded as recoverable.

Dividends Payable to Shareholders
In accordance with FRS 21: “Events after the Balance Sheet date”, dividends to shareholders are recognised as a liability in the period in which they have been declared. Therefore, any interim dividends are not accounted for until paid and final dividends are accounted for when approved by shareholders at an AGM.

Bank loans and borrowings
All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received less issue costs where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Any differences between cost and redemption value are recognised in the Income Statement over the period of the borrowings on an effective interest basis.

Derivative Financial Instruments
It is the Company’s policy not to trade in derivative financial instruments. However, the Company has utilised an interest rate swap to mitigate its exposure to interest rate changes on its bank loan which is subject to a variable rate of interest. Details can be found in note 15.

Derivatives are recognised at fair value. Movement in the fair value of the derivative is recognised in the Income Statement and allocated to capital.

Reserves

Capital reserve
The following are accounted for in this reserve:

• gains and losses on the realisation of investments;

• net movement arising from changes in the fair value of investments that can be readily converted to cash without accepting adverse terms;

• net movement from changes in the fair value of derivative financial instruments; and

• expenses, together with related taxation effect, charged to this account in accordance with the above policies.

Special reserve
The special reserve was created by a reduction in the share premium account by order of the High Court in August 1998. It can be used for the repurchase of the Company’s Ordinary shares.

In accordance with the SORP, the consideration paid for shares bought into and held in Treasury is shown as a deduction from the special reserve.

Capital redemption reserve
The capital redemption reserve accounts for amounts by which the issued capital is diminished through the repurchase of the Company’s own shares.

2 Income

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Income from investments 5,422 4,368
UK dividend income 5,079 4,295
UK capital dividend income* 260 -
Overseas dividend income 83 73
Other income
Bank interest - 3
Total income 5,422 4,371
Total income comprises
Dividends from financial assets designated
at fair value through profit or loss

5,422

4,368
Interest from financial assets designated
at fair value through profit or loss

-

Dividends and interest 5,422 4,371

* Capital dividends have been allocated to the capital reserve.
 

3 Management Fee

Year to 31 March 2015 Year to 31 March 2014
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 849 849 1,698 999 999 1,998
AIFMD fee* 30 30 60 - - -
879 879 1,758 999 999 1,998

The Manager received a monthly fee equivalent to 1/12 of 0.85% of the gross assets of the Company valued at the close of business on the last business day of each month.

At 31 March 2015, £151,000 (2014: £259,000) was due for payment to the Manager.

* The fee has been pro-rated from 22 July 2014, see above for further details.
 

4 Other Expenses

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Administration and company secretarial fees 108 103
Directors’ fees (see note 5) 102 88
Depositary fee 50 -
Registrar fee 24 22
Auditor’s remuneration for:
- audit 22 20
Custody and other bank charges 19 17
Legal fees 15 43
Other expenses (including VAT) 139 129
479 422


5 Directors’ Remuneration

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Total fees 102 88

A breakdown of the Directors’ remuneration is set out in the Directors’ Remuneration Report in the full Annual Report and Accounts.

The Company has no employees.


6 Interest Payable and Similar Charges

Year to 31 March 2015 Year to 31 March 2014
Financial liabilities not at fair value through profit or loss Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest payable on loan 349 349 698 322 322 644
Loan commitment fee 14 14 28 3 3 6
363 363 726 325 325 650


7 Taxation

Year to 31 March 2015 Year to 31 March 2014
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax:
Overseas tax suffered 3 - 3 - - -
3 - 3 - - -

   

Year to 31 March 2015 Year to 31 March 2014
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Return on ordinary activities before taxation 3,441  (8,816) (5,375) 2,625  19,399  22,024 
Theoretical corporation tax at 21% (2014: 23%) 722  (1,851) (1,129) 604  4,462  5,066 
Effects of:
 - capital losses/(gains) that are not taxable 1,645  1,645  (4,766) (4,766)
 - overseas dividend income not liable to corporation tax (17) (17) (17) (17)
 - UK dividend income not liable to corporation tax (1,027) (55) (1,082) (957) (957)
 - overseas tax suffered
 - excess management expenses 322  261  583  370  304  674 

At 31 March 2015, the Company had surplus management expenses and non-trade losses of £35,886,762 (2014: £33,109,133) which have not been recognised as a deferred taxation asset. This is because the Company is not expected to generate taxable income in future periods in excess of the deductible expenses of those future periods and accordingly, it is unlikely that the Company will be able to reduce future taxation through the use of existing surplus expenses.

Due to the Company’s status as an investment trust and the intention to continue to meet the conditions required to maintain its investment trust status, the Company does not expect the disposal of investments to generate taxable gains, so no deferred tax arises on the revaluation of the Company’s investments.
 

8 Dividends

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Paid
2014 Final dividend of 7.50p (2014: 6.76p) per Ordinary share 2,511 2,263
Proposed
2015 Final dividend of 8.90p (2014: 7.50p) per Ordinary share 2,979 2,511


9 Return per Ordinary Share

Year to 31 March 2015 Year to 31 March 2014
Revenue   Capital    Total    Revenue   Capital   Total  
Ordinary share 10.3p (26.4)p (16.1)p 7.8p 58.0p 65.8p

Revenue return per Ordinary share is based on the net revenue after taxation of £3,438,000 (2014: £2,625,000) and 33,475,958 (2014: 33,475,958) Ordinary shares, being the weighted average number of Ordinary shares, excluding any shares held in Treasury.

Capital return per Ordinary share is based on net capital losses for the year of £8,816,000 (2014: £19,399,000 gain), and on 33,475,958 (2014: 33,475,958) Ordinary shares, being the weighted average number of Ordinary shares, excluding any shares held in Treasury.

Normal and diluted return per share are the same as there are no dilutive elements on share capital.


10 Investments

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Total investments at fair value 198,575 209,411

The investment portfolio comprises 48 listed UK equity holdings.

   Year to 
31 March 2015 
£’000 
Year to 
 31 March 2014 
£’000 
Opening book cost 152,875   110,462 
Opening investment holding gains 56,536   68,984 
Opening valuation 209,411   179,446 
Movements in the year
Purchases at cost 36,124   108,868 
Sales – proceeds (39,207)  (99,255)
Sales – realised gains on sales 735   32,800 
Decrease in investment holding gains (8,488)  (12,448)
Closing valuation 198,575   209,411 
Closing book cost 150,527   152,875 
Closing investment holding gains 48,048   56,536 
198,575   209,411 

FAIR VALUE HIERARCHY
In accordance with FRS 29: “Financial Instruments: Disclosures”, the Company must disclose the fair value hierarchy of financial instruments.

The fair value hierarchy consists of the following three levels:

  • level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
     
  • level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
     
  • level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

For financial instruments (within the scope of FRS 29), which are measured at fair value in the Balance Sheet, an entity shall disclose the following for each class of financial instruments:

  • the level in the fair value hierarchy into which the fair value measurements are categorised in their entirety;
     
  • any significant transfers between level 1 and level 2 of the fair value hierarchy and the reasons for those transfers; and
     
  • for fair value measurements in level 3 of the hierarchy, a reconciliation from the opening balances to the closing balances. As well as highlighting purchases, sales, and gains and losses, this reconciliation will identify transfers into or out of level 3 and the reasons for those transfers.

 The table below sets out fair value measurements of financial assets in accordance with the FRS 29 fair value hierarchy system:

31 March 2015 31 March 2014
Level 1
£’000
Level 2
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Total
£’000
Equity investments 198,575 - 198,575 209,411 - 209,411
198,575 - 198,575 209,411 - 209,411

The table below sets out fair value measurements of financial liabilities in accordance with the FRS 29 fair value hierarchy system:

31 March 2015 31 March 2014
Level 1
£’000
Level 2
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Total
£’000
Revolving Credit Loan Facility - 18,000 18,000 - 15,000 15,000
Derivative financial instruments - 264 264 - 183 183
- 18,264 18,264 - 15,183 15,183

Details of the Revolving Credit Loan Facility are provided in note 14.

There were no level 3 investments.


Transaction Costs
During the year, the Company incurred transaction costs of £182,000 (2014: £617,000) and £39,000 (2014: £92,000) on purchases and sales of investments, respectively. These amounts are deducted in determining (losses)/gains on investments at fair value as disclosed in the Income Statement.

Year to 
31 March 2015 
£’000 
Year to 
31 March 2014 
£’000 
Net (losses)/gains on investments
Gains on sales 735  32,800 
Changes in fair value (8,488) (12,448)
(7,753) 20,352 

A list of the investments by market value and an analysis of the investment portfolio by industrial or commercial sector are set out above.


11 Significant Holdings
The Company has no holdings of 3% or more of the voting rights attached to shares that is material in the context of the financial statements.


12 Debtors

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Prepayments and accrued income 57 76
Due from brokers 520 587
Dividends receivable 679 407
Taxation recoverable 25 -
1,281 1,070

The carrying amount for prepayments, accrued income and dividends receivable disclosed above reasonably approximates to its fair value at the year end and is expected to be realised within a year from the Balance Sheet date.


13 Other Creditors

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Accruals 416 523
416 523

The carrying amount for accruals disclosed above reasonably approximates to its fair value at the year end and is expected to be paid within a year from the Balance Sheet date.


14 Revolving Credit Loan Facility

Year to
31 March 2015
£’000
Year to
31 March 2014
£’000
Falling due within one year 18,000 15,000
18,000 15,000

On 19 December 2011, the Company agreed a £15,000,000 Floating Rate Revolving Credit Loan Facility with ING Bank N.V. At the same time, the Company entered into a £15,000,000 Interest Rate Swap with ING Bank N.V.

This facility is available for a five-year term from 19 December 2011 to 19 December 2016. The loan was drawn down until 19 June 2015 and will be rolled over on a short-term basis. Interest is payable at six month LIBOR plus a margin and mandatory costs.

The Interest Rate Swap is for five years and enables the Company to fix the effective interest rate of the £15,000,000 loan over its term at 4.2921%* per annum.

On 10 February 2014, the Company agreed an additional £10,000,000 Floating Rate Revolving Credit Loan Facility with ING Bank N.V. This facility is available for a three-year term from 24 February 2014 to 24 February 2017. On 29 April 2014, the Company drew down £3,000,000 of the Floating Rate Revolving Facility. The loan was drawn down until 27 April 2015 and will be rolled over on a short-term basis. Interest is payable at LIBOR plus a margin and mandatory costs.

Interest is payable on each advance at LIBOR plus a margin and mandatory costs. A commitment fee is payable at the rate of 0.4% if the average utilisation is less than 50% of the facility during the quarter, or 0.35% if the average utilisation is 50% or more of the facility during the quarter.

* Including margin and mandatory costs.


15 Derivative Financial Instruments

An interest rate swap is an agreement between two parties to exchange fixed and floating rate interest payments based upon interest rates defined in the contract without the exchange of the underlying principal amounts.

The Company entered into an agreement on 19 December 2011 which swapped its obligation to pay variable rates of interest on its £15,000,000 facility for a fixed rate of 4.2921% per annum until 19 December 2016.

The fair value of the derivative financial instrument is shown below:

Year to 
31 March 2015 
£’000 
Year to 
31 March 2014 
£’000 
Opening valuation (183) (554)
Movement in fair value (81) 371 
Closing valuation (264) (183)


16 Share Capital

31 March 2015
£’000
31 March 2014
£’000
Allotted, called-up and fully paid:
33,475,958 (2014: 33,475,958) Ordinary shares of 10p each 3,348 3,348

Voting rights
Ordinary shareholders have unrestricted voting rights at all general meetings of the Company.

At the AGM on 30 July 2014 the Company was granted the authority to purchase 5,018,046 Ordinary shares. This authority is due to expire at the conclusion of the next AGM.

During the year, no shares were purchased for cancellation.

The Company does not have any externally imposed capital requirements. The capital of the Company is managed in accordance with its Investment Policy in pursuit of its Investment Objective, both of which are detailed above.


17 Duration of the Company
The Articles prescribe that shareholders should have the opportunity to consider the future of the Company at regular intervals. At the AGM held on 26 July 2013, shareholders voted to remove the obligation to convene a General Meeting during 2014 for the purpose of voluntarily winding up the Company as provided for in the Company’s Articles. The Company will be required to propose a resolution at a General Meeting every five years thereafter, unless at any AGM held within, and not more than,18 months prior to the expiry of the relevant period of five years, an ordinary resolution is passed releasing the Directors from the obligation to convene such a General Meeting.


18 Own Shares Held in Treasury
The Company has previously taken advantage of the regulations which came into force on 1 December 2003 to allow companies, including investment trusts, to buy their own shares and hold them in Treasury for re-issue at a later date. There were no shares held in Treasury at any time during the year.


19 Net Asset Value per Ordinary Share
Net asset value per Ordinary share is based on net assets of £189,023,000 (2014: £196,912,000) and on 33,475,958 (2014:33,475,958) Ordinary shares, being the number of Ordinary shares in issue at the year end.


20 Reconciliation of Net Revenue Before Finance Costs and Taxation to Net Cash Inflow from Operating Activities

Year to 
31 March 2015 
£’000 
Year to 
31 March 2014 
£’000 
Net revenue before finance costs and taxation 3,804  2,950 
Capital dividends received 260 
Management fee charged to capital (879) (999)
(Decrease)/increase in creditors (107) 105 
(Increase)/decrease in prepayments and accrued income (251) 228 
Net cash inflow from operating activities 2,827 2,284 


21 Reconciliation of Net Cash Flows to Movements in Net Debt

Year to 
31 March 2015 
£’000 
Year to 
31 March 2014 
£’000 
Increase/(decrease) in cash in year 5,710  (10,824)
Draw down from credit facility (3,000)
Movement in net funds 5,710  (10,824)
Net debt at beginning of year (12,863) (2,039)
Net debt at end of year (10,153) (12,863)

Analysis of Net Debt

1 April 2014 
£’000 
Cash flows 
£’000 
31 March 2015
£’000
Cash at bank 2,137  5,710  7,847
Debt due in less than one year (15,000) (3,000) (18,000)
(12,863) 2,710  (10,153)


22 Analysis of Financial Assets and Liabilities

As required by FRS 29: “Financial Instruments: Disclosures”, an analysis of financial assets and liabilities, which identifies the risk to the Company of holding such items, is given below.

Background
The Company’s financial instruments comprise securities, cash balances, debtors and creditors that arise from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income.

The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting period.

The Company has little or no exposure to cash flow or foreign currency risk.

The principal risks the Company faces in its portfolio management activities are:

  • credit risk;
     
  • market price risk, i.e. movements in the value of investment holdings caused by factors other than interest rate or currency movement;
     
  • interest rate risk;
     
  • liquidity risk, i.e. the risk that the Company has difficulty in realising assets or otherwise raising funds to meet commitments associated with financial instruments;
     
  • gearing; and
     
  • use of derivatives.

(i) Credit Risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations.

The carrying amounts of financial assets best represent the maximum credit risk exposure at the Balance Sheet date.

The Company's listed investments are held on its behalf by BONY, the Company's Custodian. Bankruptcy or insolvency of the Custodian may cause the Company's rights with respect to securities held by the Custodian to be delayed. The Board monitors the Company's risk by reviewing the Custodian's internal controls reports.

Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Manager.

Transactions are ordinarily undertaken on a delivery versus payment basis within CREST, thereby the transaction will only settle if the Company and counterparty details are matching.

The banks at which cash is held are under constant review.

The maximum exposure to credit risk at 31 March 2015 was:

31 March 2015 31 March 2014
£’000 £’000
Cash at bank 7,847 2,137
Debtors and prepayments 1,281 1,070
9,128 3,207

None of the Company’s assets are past due or impaired.

(ii) Market Price Risk
Market price risk arises mainly from uncertainty about future prices of financial instruments. The value of shares and the income from them may fall as well as rise and shareholders may not get back the full amount invested. The Manager continues to monitor the prices of financial instruments held by the Company on a real time basis. Adherence to the Company’s Investment Policy shown above mitigates the risk of excessive exposure to one issuer or sector.

The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Manager. The Board meets regularly and at each meeting reviews the investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s objectives and Investment Policy. The portfolio does not seek to reproduce the index, investments are selected based upon the merit of individual companies and therefore the portfolio may well diverge from the short-term fluctuations of the benchmark.

Fixed asset investments are valued at fair value as detailed in note 1. A list of the Company’s equity investments, an analysis of the investment portfolio by broad industrial and commercial sector, an analysis of the portfolio by market capitalisation of holdings and a description of the 10 largest equity investments are set out above.

The maximum exposure to market price risk is the fair value of investments of £198,575,000 (2014: £209,411,000).

If the investment portfolio valuation fell by 1% from the amount detailed in the financial statements as at 31 March 2015, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £1,986,000 (2014: £2,094,000). An increase of 1% in the investment portfolio valuation would have an equal and opposite effect on the net capital return before taxation.

(iii) Interest Rate Risk
Changes in interest rates may cause fluctuations in the income and expenses of the Company. The Revolving Credit Loan Facilities with ING Bank N.V. are floating rate facilities (see note 14). The amount of such borrowings and the approved levels are monitored and reviewed regularly by the Board. The Company mitigates the risk by the use of an interest rate swap to fix the interest rate on £15,000,000 of its total borrowings of £18,000,000.

The Company did not receive any interest on cash deposits in the year (2014: £3,000).

The interest rate risk profile of the Company is given below.

If interest rates had reduced by 1% from those paid as at 31 March 2015, it would have the effect, with all other variables held constant, of increasing the net revenue return before taxation on an annualised basis by £30,000 (2014: £150,000). If there was an increase in interest rates of 1%, the net revenue return before taxation on an annualised basis would have decreased by £30,000 (2014: £129,000). The calculations are based on cash at bank, short-term deposits and the Revolving Credit Loan Facilities as at 31 March 2015 and these may not be representative of the year as a whole.

Due to the structure of the loan facilities, changes in interest rates would not have an effect on the fair value of the loans.

(iv) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Manager does not invest in unlisted securities on behalf of the Company. However, the investments held by the Company consist of UK quoted small companies which are inherently less liquid than quoted large companies. The Manager reviews the portfolio liquidity on a regular basis. Short-term flexibility is achieved through the use of bank borrowings. Liquidity risk is mitigated by the fact that the Company has £9.1 million cash at bank and short-term debtors which can satisfy its creditors and that, as a closed-ended fund assets do not need to be liquidated to meet redemptions.

(v) Gearing
Gearing can have amplified effects on the net asset value of the Company. It can have a positive or negative effect depending on market conditions. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.

The AIFM, in consultation with the Board, is responsible for determining the gearing levels of the Company. The Directors receive financial information on a monthly basis which is used to identify and monitor risk.

(vi) Use of Derivatives
It is the Company’s policy not to trade in derivative financial instruments. However, the Company has utilised an interest rate swap to mitigate its exposure to interest rate changes on its £15,000,000 Revolving Credit Loan Facility.

Financial Assets
The Company’s financial assets consist of listed equity shares, which neither pay interest nor have a maturity date, cash at bank and short-term debtors. No fixed interest assets were held at 31 March 2015 nor during the year. All financial assets are in sterling and disclosed at fair value through profit or loss.

Financial Liabilities
The Company finances its operations through equity, retained profits and bank borrowings (see note 14). The change in the fair value of financial liabilities during the year was not related to the credit risk profile. The interest rate risk profile of the financial liabilities of the Company as at 31 March 2015 is as follows:



Total
£’000
Weighted average interest rate
%

Period until maturity
Years
Amounts drawn down under Revolving Credit Loan Facility 15,000 3.3 0.2
Amounts drawn down under the additional Revolving Credit Loan Facility 3,000 1.9 0.1
Derivative financial instruments 264 1.0 1.7
Financial liabilities upon which no interest is paid 416 - -

The interest rate risk profile of the financial liabilities of the Company as at 31 March 2014 was as follows:



Total
Weighted average
interest rate

Period until maturity
£’000 % Years
Amounts drawn down under Revolving Credit Loan Facility 15,000 3.2 0.2
Derivative financial instruments 183 1.1 2.7
Financial liabilities upon which no interest is paid 523 - -

The maturity profile of the Company’s financial liabilities is as follows:


31 March 2015
£’000

31 March 2014
£’000
In one year or less 18,416 15,523
In more than one year but not more than two years - -
In more than two years but not more than five years 264 183
18,680 15,706

The Company had fully drawn down its facility under the floating rate Revolving Credit Loan Facility at 31 March 2015 (2014: fully drawn).

The Company had £7,000,000 undrawn under the additional floating rate Revolving Credit Loan Facility at 31 March 2015 (2014: £10,000,000).

The Company’s Revolving Credit Loan Facilities are measured at cost and denominated  in sterling. All other financial liabilities are in sterling and disclosed at fair value. It is considered that, because of the short-term nature of the facilities, cost approximates to fair value.


23 Capital Management Policies
The Investment Objective of the Company is to achieve capital appreciation through investing in small quoted companies listed on the London Stock Exchange or traded on AIM and to achieve relative outperformance of its benchmark, the NSCI. No unquoted investments are permitted. In pursuing this long-term objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern. It must therefore maintain an optimal capital structure through varying market conditions. This involves the ability to: issue and buy back share capital within limits set by the shareholders in general meeting; borrow monies in accordance with the Articles; and pay dividends to shareholders out of distributable revenue reserves.

Details of the Ordinary share capital are set out in note 16. Dividend payments are set out in note 8.

31 March 2015
£’000
31 March 2014
£’000
Called-up share capital 3,348 3,348
Share premium account 19,307 19,307
Capital redemption reserve 1,362 1,362
Special reserve 4,642 4,642
Capital reserve 154,842 163,658
Distributable revenue reserve 5,522 4,595
Total equity shareholders’ funds 189,023 196,912

The Company’s policies for managing capital are unchanged and have been complied with throughout the year.


24 Commitments and Contingent Liabilities
At 31 March 2015, there were no capital commitments or contingent liabilities (2014: nil).


25 Related Party Transactions
Under the Listing Rules, the Manager is regarded as a related party of the Company. The amounts paid to the Manager are disclosed in note 3. However, the existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies, and therefore, in terms of FRS 8: “Related Party Transactions”, the Manager is not considered a related party. The relationship between the Company, its Directors and the Manager is disclosed in the Directors’ Report in the full Annual Report and Accounts.


Annual General Meeting
The Company’s twentieth AGM will be held at the offices of Montanaro Asset Management Limited, 53 Threadneedle Street, London EC2R 8AR on 31 July 2015 at 12 noon.

National Storage Mechanism
A copy of the 2015 Annual Report and Accounts will be submitted shortly to the National Storage Mechanism (“NSM”) and will be available for inspection at the NSM, which is situated at:www.morningstar.co.uk/uk/NSM.  

ENDS

Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

UK 100