Half-yearly Report

Montanaro UK Smaller Companies Investment Trust PLC ("MUSCIT" or the "Company") Half-yearly Report for the six months ended 30 September 2013 MUSCIT was launched in March 1995 and is listed with the UKLA and its shares are traded on the London Stock Exchange. Investment Objective The 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. Investment Policy The Company seeks to achieve its objective and to diversify risk by investing in a portfolio of quoted UK smaller companies. At the time of initial investment, a potential investee company must be profitable and smaller than the largest constituent of the NSCI, which represents the smallest 10% of the UK Stock Market by value. In order to manage risk, the Manager will normally limit 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 to be above 25%. The Manager is focused on identifying high quality 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 and there are no sectoral constraints placed on the Manager. The Board, in consultation with the Manager, is responsible for determining the gearing strategy of the Company. Gearing is used to enhance returns when the timing is considered appropriate. The Company currently has a credit facility of £15 million through ING Bank of which £15 million was drawn as at 30 September 2013. The Board has agreed to limit borrowings to 25% of shareholders' funds. Change in Investment Manager's fee The Company is pleased to announce that, with effect from 1 April 2014, the investment management fee will decrease from 1% p.a. to 0.85% p.a. of gross assets. In addition, the performance fee will be removed. Your Board believes that these fee reductions will provide a more competitive and simpler management fee structure. In addition, this will make fee comparisons with other investment vehicles easier. Montanaro Asset Management Limited ("Montanaro") has a very successful long-term track record as an independent quoted small company specialist investing in high quality growth companies. Investment ideas for MUSCIT will continue to be generated internally by Montanaro through detailed and skilled due diligence on companies they consider to be undervalued. Highlights for the six months to 30 September 2013 Results Total Return Net Asset Value ("NAV") +4.0% (£182 million) Gross Assets: +2.4% (£198 million) Share Price: +12.8% Gross Gearing: 8.2% Net Gearing: 1.4% Benchmark* (NSCI Total Return): +12.5% Capital Return As at As at 30 September 31 March 2013 2013 % Change NAV per Ordinary share (excluding current period revenue): 538.08p 522.17p 3.1 Ordinary share price: 486.00p 437.00p 11.2 Benchmark* (NSCI Capital Return): 6,125.54 5,541.17 10.5 NAV Performance vs Benchmark* (to 30 September 2013) Since inception 6 months 3 years 5 years March 1995 % % % % NAV (excluding current period revenue) 3.1 49.3 110.7 445.8 Benchmark* 10.5 40.4 61.0 97.3 (Underperformance)/ outperformance (7.4) 8.9 49.7 348.5 * Previous benchmark of FTSE SmallCap (excluding Investment Companies) to 31 March 2013 and Numis Smaller Companies Index (excluding Investment Companies) from 1 April 2013. Capital Structure As at 30 September 2013, the Company had 33,475,958 Ordinary shares of 10p each in issue (none of which were held in Treasury). Holders of Ordinary shares have unrestricted voting rights of one vote per share at all general meetings of the Company. Manager's Review The last six months have brought confirmation that central bankers in the developed world are the new rainmakers, waving their magic wands in ever more creative ways to keep investors happy. There is little doubt that the Bank of England, the Federal Reserve and the Bank of Canada have brought considerable innovation to the world of monetary policy since 2008 and have played a key role in the revival of equity markets. More recently, shortly after the Federal Reserve began to voice second thoughts about its Quantitative Easing programme, Mr Carney and Mr Draghi introduced forward guidance to lower interest rate expectations. Global equity markets applauded and pursued their upward march. The positive momentum of UK equities was maintained throughout the period as investors continued to reappraise UK equity risk in the face of the constructive macroeconomic news flow. The closely-watched Purchasing Managers' Index climbed to a 31-month high in August 2013 and remained broadly stable in September 2013. The employment component of the index also showed that British factories are hiring at the fastest pace since May 2011. The recovery of the Euro Zone, the UK's largest trading partner, has raised hopes of an acceleration of export growth. Meanwhile, house prices have reached new highs, buoyed by the Government's "Help to Buy" schemes, creating a wealth effect that may encourage further consumer spending. There is little doubt that consumer confidence has improved. The revival of the British economy, coupled with easier financial conditions for borrowers, produced a favourable backdrop for quoted smaller companies to maintain their leadership in the Stock Market. The NSCI rose by 10.5% over the six month period ending 30 September 2013, outperforming the FTSE 100 index by a remarkable 9.8% margin. Meanwhile, the NAV (excluding current period revenue) of the Company gained 3.1%, compared to 1.9% for the FTSE All-Share, but well below the NSCI benchmark index. Outlook As often happens when investor confidence returns and we enjoy a period of "risk on", our "quality growth" investment style has been out of favour since the middle of 2012. We have suffered from the strong rotation into SmallCap Value, high beta, low quality and cyclical stocks. The large underweight to the consumer, a sector where we traditionally find it more difficult to discover very high quality businesses with sustainable competitive advantages that can be held for the long-term, has also been partly responsible for the underperformance. Such periods of marked underperformance of MUSCIT are rare but they are a natural by-product of our long-term "Buy & Hold" investment strategy focused exclusively on high quality businesses. The consistency of our strategy has enabled MUSCIT to generate a capital return of 13.2% p.a. (after fees) over the ten year period ending 30 September 2013, significantly ahead of the NSCI benchmark index which saw returns of 10.2% p.a. As we enter the final quarter of 2013, we are seeing SmallCap Value stocks lose a little steam after a phenomenal run that resulted in an outperformance of 32% relative to growth over the past 16 months (source: Numis). To us, this suggests that we are slowly moving to the next phase of the Bull Market that would typically be led by growth and quality companies. Having reduced our underweight to the consumer sectors to approximately 8%, we feel comfortable with the positioning of the Company and do not anticipate material changes to the portfolio in the coming quarter. We expect to increase the level of gearing gradually over the quarter and look forward to the second half of the year. Montanaro Asset Management Limited 28 November 2013. Investment Portfolio as at 30 September 2013 Market Holding Sector Value % of cap £'000 portfolio £m Devro Food Producers 5,938 3.2 541 Domino's Pizza Travel and Leisure 5,723 3.1 961 Mears Group Support Services 5,665 3.1 419 Consort Medical Health Care Equipment and Services 5,568 3.0 255 Victrex Chemicals 4,976 2.7 1,354 Dechra Pharmaceuticals and Pharmaceuticals Biotechnology 4,739 2.6 626 James Fisher Industrial Transportation 4,667 2.5 531 Berendsen Support Services 4,175 2.3 1,565 Jupiter Fund Management General Financials 4,110 2.2 1,680 Dialight Electronic and Electrical Equipment 4,109 2.2 367 Brewin Dolphin General Financials 4,061 2.2 739 Latchways Support Services 3,927 2.1 145 Big Yellow Group Real Estate/Real Estate Investment Trusts 3,872 2.1 622 Shaftesbury Real Estate/Real Estate Investment Trusts 3,864 2.1 1,489 RPS Group Support Services 3,806 2.1 590 Cranswick Food Producers 3,781 2.1 572 NCC Group Software and Computer Services 3,780 2.1 308 Marshalls Construction and Materials 3,754 2.0 352 Helical Bar Real Estate/Real Estate Investment Trusts 3,712 2.0 351 Brammer Support Services 3,670 2.0 541 Twenty Largest Holdings 87,897 47.7 Senior Aerospace and Defence 3,664 2.0 1,125 Genus Pharmaceuticals and Biotechnology 3,652 2.0 872 AG Barr Beverages 3,587 1.9 616 N Brown General Retailers 3,570 1.9 1,488 Telecity Group Software and Computer Services 3,544 1.9 1,682 Halma Electronic and Electrical Equipment 3,541 1.9 2,142 Clarkson Industrial Transportation 3,487 1.9 427 EnQuest Oil and Gas Producers 3,456 1.9 1,047 Bovis Homes Household Goods and Home Construction 3,451 1.9 964 Fenner Industrial Engineering 3,409 1.9 772 Domino Printing Electronic and Electrical Sciences Equipment 3,328 1.8 718 Cineworld Travel and Leisure 3,322 1.8 569 Carclo Chemicals 3,230 1.7 251 Croda International Chemicals 3,186 1.7 3,605 Hilton Food Food Producers 3,078 1.7 310 Renishaw Electronic and Electrical Equipment 3,065 1.7 1,312 Aveva Group Software and Computer Services 2,988 1.6 1,659 Rathbone Brothers General Financials 2,862 1.6 716 Hunting Oil Equipment Services and Distribution 2,811 1.5 1,177 KCOM Group Fixed Line Telecommunications 2,730 1.5 470 Restaurant Group Travel and Leisure 2,713 1.5 1,067 Ted Baker Personal Goods 2,631 1.4 836 Anite Software and Computer Services 2,527 1.4 338 Dignity General Retailers 2,328 1.3 771 Dunelm Group General Retailers 2,315 1.3 1,872 Xaar Electronic and Electrical Equipment 2,314 1.3 602 Innovation Group Software and Computer Services 2,135 1.2 289 Ocean Wilson Holdings Industrial Transportation 2,103 1.1 336 Telecom Plus Fixed Line Telecommunications 2,089 1.1 897 Wilmington Group Media 1,884 1.0 174 Diploma Support Services 1,866 1.0 739 Fidessa Group Software and Computer Services 1,718 0.9 747 Paypoint Support Services 1,464 0.8 721 Games Workshop Leisure Goods 1,441 0.8 261 Euromoney Institutional Investor Media 751 0.4 1,467 Total Holdings 184,137 100.0 Analysis of Investment Portfolio by FTSE Classification as at 30 September 2013 Classification % of portfolio FTSE 100 1.7 FTSE 250* 7.1 Numis Smaller Companies 91.2 AIM 0.0 * represents those holdings that are in the FTSE 250 and are above the threshold for Numis Smaller Companies holdings. Interim Management Report and Responsibility Statement Interim Management Report The important events that have occurred during the period under review and the key factors influencing the financial statements are set out in the Manager's Review. The principal risks and uncertainties for the remaining six months of the financial year are reviewed in the Outlook section of the Manager's Review. The Company actively monitors its counterparty exposures and has been particularly vigilant during the period. The principal risks facing the Company are substantially unchanged since the date of the Annual Report for the year ended 31 March 2013 and continue to be as set out in that report on pages 14 to 16 and pages 37 to 39. Risks faced by the Company include, but are not limited to, Investment Manager, investment and strategy, portfolio liquidity, liquidity of MUSCIT shares, discount volatility, credit risk, market price risk, interest rate risk, Share liquidity risk, gearing, regulatory risk, operational risk, financial risk, banking, reputational and Company viability. Under the Listing Rules the Manager is regarded as a related party of the Company. The amounts paid to the Manager during the period were £956,000 (six months to 30 September 2012: £1,075,000; year to 31 March 2013: £1,714,000). At 30 September 2013, the amount due to Montanaro, included in creditors, was £227,000. However, the existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies. Therefore, in terms of FRS 8 "Related Party Transactions", the Manager is not considered a related party. Responsibility Statement The Directors confirm that to the best of their knowledge: ● The condensed set of financial statements has been prepared in accordance with the Statement `Half-Yearly Financial Reports' issued by the UK Accounting Standards Board and gives a true and fair view of the assets, liabilities, financial position and profit of the Company; ● The Manager's Review (constituting the interim management report) includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; ● The statement of principal risks and uncertainties for the remaining six months of the financial year above is a fair review of the information required by DTR 4.2.7R; and ● The financial statements include a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last Annual Report that could do so. This Half-yearly Report was approved by the Board of Directors on 28 November 2013 and the above Responsibility Statement was signed on its behalf by Kathryn Matthews, Chairman. Income Statement (unaudited) for the six months to 30 September 2013 6 months to 30 September 2013 6 months to 30 September 2012 Year to 31 March 2013 Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments designated at fair value through profit or loss - 5,604 5,604 - 10,106 10,106 - 32,574 32,574 Dividends and interest 2,760 - 2,760 2,209 - 2,209 3,844 - 3,844 Management fee (478) (478) (956) (409) (409) (818) (857) (857) (1,714) Management performance fee - - - - (256) (256) - - - Other expenses (208) - (208) (173) - (173) (315) - (315) Movement in fair value of derivative financial instruments - 276 276 - (423) (423) - (479) (479) Net return before finance costs and taxation 2,074 5,402 7,476 1,627 9,018 10,645 2,672 31,238 33,910 Interest payable and similar charges (162) (162) (324) (161) (162) (323) (322) (322) (644) Net return before taxation 1,912 5,240 7,152 1,466 8,856 10,322 2,350 30,916 33,266 Taxation (Note 2) - - - - - - - - - Net return after taxation 1,912 5,240 7,152 1,466 8,856 10,322 2,350 30,916 33,266 Return per Ordinary share 5.71p 15.65p 21.36p 4.38p 26.45p 30.83p 7.02p 92.35p 99.37p The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital columns are presented under guidance issued by the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period. No Statement of Total Recognised Gains and Losses has been prepared as all such gains and losses are shown in the Income Statement. Reconciliation of Movements in Shareholders' Funds (unaudited) for the six months to 30 September 2013 Total Called-up Share Capital Distributable equity share premium redemption Special Capital revenue shareholders' 6 months to capital account reserve reserve reserve reserve funds 30 September 2013 £'000 £'000 £'000 £'000 £'000 £'000 £'000 As at 1 April 2013 3,348 19,307 1,362 4,642 144,259 4,233 177,151 Fair value movement of investments - - - - 5,604 - 5,604 Costs allocated to capital - - - - (640) - (640) Net revenue for the period - - - - - 1,912 1,912 Movement in fair value of derivative financial instruments - - - - 276 - 276 Dividends paid in period - - - - - (2,263) (2,263) As at 30 September 2013 3,348 19,307 1,362 4,642 149,499 3,882 182,040 6 months to 30 September 2012 As at 1 April 2012 3,348 19,307 1,362 4,642 113,343 4,146 146,148 Fair value movement of investments - - - - 10,106 - 10,106 Costs allocated to capital - - - - (827) - (827) Net revenue for the period - - - - - 1,466 1,466 Movement in fair value of derivative financial instruments - - - - (423) - (423) Dividends paid in period - - - - - (2,263) (2,263) As at 30 September 2012 3,348 19,307 1,362 4,642 122,199 3,349 154,207 Year to 31 March 2013 As at 1 April 2012 3,348 19,307 1,362 4,642 113,343 4,146 146,148 Fair value movement of investments - - - - 32,574 - 32,574 Costs allocated to capital - - - - (1,179) - (1,179) Net revenue for the year - - - - - 2,350 2,350 Movement in fair value of derivative financial instruments - - - - (479) - (479) Dividends paid in the year - - - - - (2,263) (2,263) As at 31 March 2013 3,348 19,307 1,362 4,642 144,259 4,233 177,151 Balance Sheet (unaudited) as at 30 September 2013 As at As at As at 30 September 30 September 31 March 2013 2012 2013 £'000 £'000 £'000 Fixed assets Investments designated at fair value through profit and loss 184,137 164,603 179,446 Current assets Debtors 1,132 553 711 Cash at bank 12,523 5,241 12,961 13,655 5,794 13,672 Creditors: amounts falling due within one year Other creditors (474) (692) (413) Revolving credit facility (15,000) (15,000) (15,000) (15,474) (15,692) (15,413) Net current liabilities (1,819) (9,898) (1,741) Total assets less current liabilities 182,318 154,705 177,705 Creditors: amounts falling due after more than one year Interest rate swap (278) (498) (554) Net assets 182,040 154,207 177,151 Share capital and reserves Called-up share capital 3,348 3,348 3,348 Share premium account 19,307 19,307 19,307 Capital redemption reserve 1,362 1,362 1,362 Special reserve 4,642 4,642 4,642 Capital reserve 149,499 122,199 144,259 Distributable revenue reserve 3,882 3,349 4,233 Total equity shareholders' funds 182,040 154,207 177,151 Net asset value per Ordinary share 543.79p 460.65p 529.19p Summarised Statement of Cash Flows (unaudited) as at 30 September 2013 Note As at As at As at 30 September 30 September 31 March 2013 2012 2013 £'000 £'000 £'000 Net cash inflow from operating activities 3 1,813 456 874 Servicing of finance - Interest and similar charges paid (322) (323) (646) Net cash outflow from servicing of finance (322) (323) (646) Capital expenditure and financial investment - Purchases of investments (66,135) (18,255) (28,187) - Sales of investments 66,469 11,660 29,217 Net cash inflow/(outflow) from capital expenditure and financial investment 334 (6,595) 1,030 Equity dividends paid (2,263) (2,263) (2,263) Decrease in cash 4 (438) (8,725) (1,005) Notes to the Financial Statements as at 30 September 2013 1 Financial information The financial information contained in this report does not constitute full statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the six months to 30 September 2013 and 30 September 2012 has not been audited or reviewed by the Company's Auditor pursuant to the Auditing Practices Board guidance on such reviews. The information for the year ended 31 March 2013 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The Report of the Auditors on those financial statements was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006. The financial statements are prepared on the basis of the accounting policies set out in note 1 on pages 30 and 31 of the Annual Report and Accounts for the year ended 31 March 2013. 2 Tax credit/charge on ordinary activities The tax charge for the half year is nil (six months to 30 September 2012: nil; year to 31 March 2013: nil) based on an estimated effective tax rate of 0% for the year ending 31 March 2014. The estimated effective tax rate is 0% as investment gains are exempt from tax owing to the Company's status as an investment trust and there is expected to be an excess of management expenses over taxable income. 3 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities 6 months to 6 months to Year to 30 September 30 September 31 March 2013 2012 2013 £'000 £'000 £'000 Net return before finance costs and taxation 7,476 10,645 33,910 Gains on investments designated at fair value through profit or loss (5,604) (10,106) (32,574) Movement in fair value of derivative financial instruments (276) 423 479 Increase/(decrease) in creditors 59 (519) (796) Decrease/(increase) in prepayments and accrued income 158 13 (145) Net cash inflow from operating activities 1,813 456 874 4 Reconciliation of net cash flows to movements in net debt 6 months to 6 months to Year to 30 September 30 September 31 March 2013 2012 2013 £'000 £'000 £'000 Decrease in cash in the period (438) (8,725) (1,005) Movement in net debt (438) (8,725) (1,005) Net debt at beginning of period (2,039) (1,034) (1,034) Net debt at end of period (2,477) (9,759) (2,039) 5 Analysis of net debt As at As at 1 April 30 September 2013 Cash flows 2013 £'000 £'000 £'000 Cash at bank 12,961 (438) 12,523 Debt due in less than one year (15,000) - (15,000) (2,039) (438) (2,477) 6 Going Concern The Company has adequate financial resources to meet its investment commitments and as a consequence, the Directors believe that the Company is well placed to manage its business risks. After making appropriate enquiries and due consideration of the Company's cash balances, the liquidity of the Company's investment portfolio and the cost base of the Company, the Directors have a reasonable expectation that the Company has adequate available financial resources to continue in operational existence for the foreseeable future and accordingly have concluded that it is appropriate to continue to adopt the going concern basis in preparing the Half-yearly Report, consistent with previous years. Directors Kathryn Matthews (Chairman) Roger Cuming Michael Moule James Robinson (appointed 30 September 2013) Principal Advisers Manager Financial Adviser Montanaro Asset Management Limited Cantor Fitzgerald Europe 53 Threadneedle Street 17 Crosswall London EC2R 8AR London EC3N 2LB Tel: 020 7448 8600 Fax: 020 7448 8601 Bankers info@montanaro.co.uk www.montanaro.co.uk HSBC International PO Box 181 Company Secretary, Administrator 27-32 Poultry and Registered Office London EC2P 2BX Capita Sinclair Henderson Limited Beaufort House ING Bank N.V. 51 New North Road London Branch Exeter EX4 4EP 60 London Wall Tel: 01392 412 122 London EC2M 5TQ Fax: 01392 253 282 Auditor Registrar KPMG Audit Plc Capita Registrars 100 Temple Street Shareholder Services Department Bristol BS1 6AG The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0871 664 0300 (calls cost 10p per minute plus network charges) Fax: 020 639 2342 ssd@capitaregistrars.com www.capitaregistrars.com Montanaro UK Smaller Companies Investment Trust PLC Registered in England and Wales No. 3004101 An investment company as defined under Section 833 of the Companies Act 2006 Sources of further information The Company's share price is listed in the Financial Times under "Investment Companies". Information on the Company is also available on the Manager's website: www.montanaro.co.uk and the Company's website: www.montanarouksmaller.co.uk Key Dates March Company Year End June Annual Results July Annual General Meeting November Interim Results Frequency of NAV Publication The Company's NAV is released to the London Stock Exchange on a daily basis. ISA Status The Company is fully eligible for inclusion in ISAs. Association of Investment Companies ("AIC") The Company is a member of the AIC. National Storage Mechanism A copy of the Annual Report 2013 has been submitted to the National Storage Mechanism ("NSM") and is available for inspection at the NSM, which is situated at: www.morningstar.co.uk/uk/NSM 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.
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