Annual Financial Report

SVM UK EMERGING FUND PLC (the "Fund") ANNUAL FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013 The Board is pleased to announce the Annual Financial Report for the year ended 31 March 2013. The full Annual Report, Notice of Annual General Meeting and Form of Proxy will be posted to shareholders and be available shortly on the Manager's website at www.svmonline.co.uk Copies of the Annual Report have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do HIGHLIGHTS Over the 12 months, net asset value decreased by 25% and share price by 22% compared to a fall of 7% in the FTSE AIM Index. New portfolio managers appointed; strong recovery in second six months. Exposure to less liquid small companies reduced. Re-alignment of portfolio focusing on more liquid, dividend-paying growth businesses. Proposed re-alignment of investment objective. Since the year end, NAV has increased by 6.7% to 57.5p (31st May 2013) Financial Highlights 31 March 31 March % Change 2013 2012 Net asset value (p) 53.90 71.47 -24.7 Share price (p) 43.00 55.00 -21.8 FTSE AIM Index 762.27 821.98 -7.3 FTSE All-Share Index 3,380.64 3,002.78 -12.6 Discount 20.2% 23.0% Total expense ratio: Investment management fees* - - Other operating expenses 2.9% 1.4% *In view of the size of the Fund, the Manager has waived its management fees for the year to 31 March 2013 and 2012 Historical record NAV Share Total Year to 31 March per share (p) price (p) Return (p) 2006 49.45 45.00 14.32 2007 63.57 62.50 14.12 2008 65.50 67.50 1.93 2009 44.73 31.00 (20.77) 2010 68.53 50.00 23.80 2011 87.36 63.00 18.83 2012 71.47 55.00 (15.89) 2013 53.90 43.00 (17.57) Total Return to 1 3 5 Remit change Launch 31 March 2013 (%) Year Years Years 2004 (2000) Net Asset Value -24.6 -21.3 -17.7 +67.5 -44.4 FTSE AIM Index -7.3 +6.4 -19.7 -13.5 -50.1 CHAIRMAN'S STATEMENT It is disappointing to report that over the 12 months to 31 March 2013, the net asset value decreased by 24.6% to 53.90p, compared to a fall of 7.3% in the benchmark, FTSE AIM Index. The share price fell 21.8%. In part, this reflects a tough environment for smaller companies, with many facing difficulty in raising either bank or equity finance. This contrasts with much improved financing for larger, global businesses. There appears to be little indication that this difficult environment, particularly for the smallest businesses will improve in the near term. Accordingly, the portfolio has been re-aligned to emphasise smaller and medium sized businesses that have exposure to global growth or the potential to progress by fundamental change and a degree of innovation. This has achieved an improvement in underlying liquidity within the portfolio. Encouragingly, since the end of the year under review, the net asset value has risen to by 6.7% to 57.5 pence at 31 May 2013. Despite this year's disappointing performance, your Fund remains ahead of its benchmark since its remit change in September 2004. The net asset value and share price have returned 68% and 69%, respectively, against a decline of 14% in the benchmark. Review of the year In September, your Board announced that Colin McLean had assumed responsibility within SVM Asset Management for the investment management of the Fund. He is supported by deputy manager, Margaret Lawson. This change recognised that performance had been very disappointing over the previous 12 months. Colin and Margaret are also co-managers of SVM UK Growth Fund, an open ended investment Fund. Since their appointment to that fund six years ago it has returned 56.7%, compared to an FTSE All-Share Index return of 27.8%. (Lipper, 6 years to 31.3.2013) Following this change in the investment management team, a thorough review of the portfolio was made and a re-alignment implemented. Buyers were found for two of the unquoted businesses in line with valuation and a number of less liquid quoted equities were sold. The proportion of unquoteds within the Fund is much reduced, and the Managers are continuing to work to release capital from this area. The Fund is now focused on more liquid, relatively larger capitalisation shares within the Fund's investment objective. The aim is to significantly improve liquidity and prospects for performance. Strategy will focus on businesses capable of growing without reliance on bank finance, and which have an institutional share register. Additional investments researched by SVM UK Growth Fund manager, Margaret Lawson, have been made, and have contributed to the recovery in net asset value since early September. Some of the cash realised from disposals is being aligned with SVM UK Growth Fund's best ideas. The Fund has withdrawn from new investment in unquoted shares or those with PLUS Market quotes, given the increased risks and lower liquidity in these sectors. Amongst more liquid smaller companies and certain medium sized businesses, including those on AIM, there are attractive lower risk opportunities in growing businesses. New portfolio investments include 3D printing software business, Delcam, which the Managers believe has strong growth prospects. Investments in Spirit Pub Fund, and property group, Unite Group, are already showing good portfolio gains. Your Board is working to improve liquidity in the Fund's shares. We believe that the improved underlying portfolio liquidity should help to achieve a lower discount, and that the management change will lead to an improvement in the performance of the Fund. The UK economy is proving resilient, with many consumer businesses trading well and regulatory pressures easing for banks. Well-managed businesses are seeing relatively stable demand, and are able to gain market share, helped by cheap finance. While there will be greater pressures on disposable income this year, overall confidence in the economy is improving. The Managers expect further quantitative easing around the world, and shares should benefit. Many companies are able to lift earnings by self-help. The improvement in credit conditions is also helping businesses that are restructuring, such as Spirit Pubs and Thomas Cook. The weak Pound is favourable for UK exporters, and the steady recovery in the US economy has more than offset a weaker background in Europe. The Fund is focused on growing small and mid-cap businesses, with an emphasis on the technology, retail, property, gaming and oil exploration sectors. It has no exposure to mining or banks. A failure of austerity measures in Europe is likely to lead to full quantitative easing in the Eurozone. That should provide a favourable background for stockmarkets. We believe that the Pound may weaken further, but this should be helpful to many of the businesses in the portfolio. Change of Investment Objective The re-alignment of the portfolio since September has not only improved underlying liquidity, but also achieved markedly better performance. The Board believes that it would be helpful to amend the investment objective of the Fund to more clearly describe the current strategy. This will allow the Managers to continue stockpicking within predominantly smaller and medium sized UK companies, but remove the need for a particular focus on the Alternative Investment Market. The aim will be to outperform the IMA UK All Companies Sector Average on a total return basis. Outlook The Fund retains a focused portfolio of growth businesses, many of which are modestly valued in comparison to their larger equivalents. Its aim remains to deliver long term capital growth, lower volatility and superior absolute and relative returns. The Board and the Managers believe that it is well placed to continue to deliver on these aims. Peter Dicks Chairman 3 July 2013 31-May-12 31-May-11 31-May-10 31-May-09 31-May-08 Percentage Performance to to to to to 31-May-13 31-May-12 31-May-11 31-May-10 31-May-09 SVM UK Emerging NAV -10.8 -24.7 25.6 21.5 -20.0 FTSE AIM Index 6.5 -21.8 30.8 33.3 -48.4 31-May-12 31-May-11 31-May-10 31-May-09 31-May-08 Percentage Performance to to to to to 31-May-13 31-May-12 31-May-11 31-May-10 31-May-09 SVM UK Growth Fund A 30.0 -1.9 25.7 20.3 -21.7 FTSE All-Share TR 30.1 -8.0 20.4 22.9 -23.7 INVESTMENT OBJECTIVE The investment objective of the Fund is long term capital growth from investments in smaller UK companies with a particular focus on the Alternative Investment Market ("AIM"). Its aim is to outperform the FTSE AIM Index on a total return basis. INVESTMENT POLICY The Fund aims to achieve its objective and to diversify risk by investing in shares and related instruments, controlled by a number of limits on exposures. Appropriate guidelines for the management of the investments, gearing and financial instruments have been established by the Board. Limits are expressed as percentages of shareholders' funds, measured at market value. Although the benchmark is the FTSE AIM Index, the pursuit of the investment objective may involve exposure to companies on other exchanges and to unlisted investments. A high conviction investment approach is employed, which can involve strong sector or thematic positions. No individual investment will exceed 10% of the portfolio on acquisition. Total exposure to unlisted shares is also limited to a maximum of 25% of the portfolio and has historically been less. The Fund has the ability to borrow money to enhance returns. This gearing can enhance benefits to shareholders but if, the market falls, losses may be greater. The level of gearing, including the use of derivatives, is closely monitored and the Board has set an upper limit of 30% of net assets. Borrowing is normally on a short term basis to ensure maximum flexibility but it may also commit to longer term borrowing. It may also sell parts of the share portfolio and hold cash or other securities when there may be a greater risk of falling stockmarkets. The Board has granted the Manager a limited authority to invest in Contracts for Differences ("CFDs") (long positions) and similar instruments as an alternative to holding actual stocks. This means that the gross cost of investment is not incurred. The total effect of such gearing (bank borrowings plus the gross exposure of long positions less any hedging) is limited to 30% of the Fund's net asset value. Additional limits have also been set on individual hedging to assist risk control. The use of CFD's can involve counterparty credit risk. The Fund may also make use of hedging as an additional investment tool. To help reduce the potential for stockmarket weakness to adversely impact the portfolio, the Board has granted the Manager limited authority to hedge risks, within specified limits and to a maximum of 15% of the total portfolio. Such hedging (short positions) may be conducted through CFD's or other index instruments. Hedging can be used to facilitate adjustment of the portfolio at a time of economic uncertainty or increased risk. It aids flexibility and can allow exposure to a sector to be reduced with less disruption to the underlying long term portfolio. However, in a rising stockmarket, this may impact performance. The Fund does not normally invest in fixed rate securities other than securities that are convertible into equity. However, the Fund may invest in short dated Government Securities as an alternative to holding cash. MANAGER'S REVIEW Summary The period under review saw significant change in the portfolio, after Colin McLean and Margaret Lawson assumed responsibility for the investment management of the Fund in September 2012. Portfolio exposure to unquoted and less liquid shares was reduced, reinvesting in businesses with superior growth prospects and lower risk. The portfolio is now focused on businesses capable of growing without reliance on bank finance, and which have an institutional share register. The emphasis continues to be in AIM, smaller companies and medium sized businesses, but microcap exposure has been reduced. This reorganisation was largely effected in September and early October, and since then, performance has sharply improved. This has been against a more encouraging economic background for the UK, with the economy avoiding a triple dip over the period, and with good performance from well-managed businesses exposed to recovering sectors. Sectors emphasised in the portfolio include retailers, technology, industrials, business services and property. It has little exposure to mining and banks. The investment process involves fundamental research via company meetings, combined with the identification of a catalyst to achieve recognition of value. Contributors to performance A number of the new portfolio investments, made in the second half of the year under review, contributed strongly to performance. 3D printing software group, Delcam, rose strongly, and there were gains from Ted Baker and Tribal Group. There was also steady performance from the property companies, where London exposure benefitted from money printing and investors' search for yield. During the year, North Sea oil & gas exploration and production group, Nautical Petroleum received a bid. After the year end, Valiant Petroleum also attracted a bid. Although these companies had been successful in exploration, and made money for investors, their eventual takeover reflects the difficult funding market for oil and gas field development. A small number of holdings contributed disproportionately to losses during the period. Mantle Diamonds, Digital Learning Machines and Oracle Coal Fields were disappointing, as was China Pub Fund. The funding environment for very small companies, or microcaps, continues to be challenging. Strategy Stocks are identified using a range of sources, from company meetings through to broker recommendations. Most portfolio shares are selected because of the sustainability of their business model; offering global exposure, strong top line growth and margins. Each is a niche operator which is hard for competitors to replicate; provided management can continue to deliver operationally, investors will be rewarded. These quality stocks can look expensive on traditional valuation measures; however they deserve this favourable rating. The Fund also seeks to exploit price anomalies. These tend to be businesses undergoing a fundamental change which we believe will lead to strong share price appreciation. Unquoteds The portfolio now has just three unquoted investments. Hurricane Energy, formerly Hurricane Exploration, is a substantial oil & gas exploration and development business, focused on the UK continental shelf. It controls 450 million barrels of 2C contingent resources. The group specialises in fractured basement reservoirs, and its team has expertise in this area. Hurricane is not currently producing gas or oil. The Fund's investment is valued at a discount of 20% to the price at which Hurricane last raised funds, in March 2012. The shares are also held by a number of other institutional investors. The Fund has an unquoted investment in the unsecured loan stock of Hydrodec Group, the ordinary shares of which are quoted on AIM. This pays an 8% coupon, and is redeemable in October 2014, or earlier at the company's option. Hydrodec has technology for cleaning and treating waste oil. To mitigate risk, the Fund has hedged part of this investment via a short sale of ordinary shares, effectively reducing credit exposure to Hydrodec. Claremont Partners, formerly CR201, represents 3.3% of the Fund and is valued at a 15% discount to cost. Claremont has gaming licence applications in Taiwan and the US, with land ownership which would benefit if the licenses were approved. It has a number of UK institutional investors. During the year, a number of unquoted investments were sold or written-down. Fotolec Technology, previously Glassguard, was sold in line with valuation. China Pub Fund was fully written-down, reflecting the Manager's assessment that re-financing is now unlikely. Outlook Many portfolio companies are able to lift earnings by self-help. The gradual improvement in credit conditions is also helping businesses that are restructuring, such as Spirit Pubs and Thomas Cook. The weak Pound is favourable for UK exporters, and the steady recovery in the US economy has more than offset a weaker background in Europe. The UK economy is proving resilient, with many consumer businesses trading well and regulatory pressures easing for banks. Well-managed businesses are seeing relatively stable demand, and are able to gain market share, helped by cheap finance. While there will be greater pressures on disposable income over the next year, overall confidence in the economy is improving. We expect further quantitative easing around the world, and shares should benefit. A failure of austerity measures in Europe is likely to lead to full quantitative easing in the Eurozone. That should provide a favourable background for stockmarkets. Market Capitalisation* Sector analysis* % Listing* % % Basic Materials 2.0 AIM 76.8 Small 39.2 Industrials 24.9 PLUS 17.5 Mid 52.9 Oil & Gas 8.4 Unquoted 5.7 Large 8.0 Consumer 43.6 Financials 16.6 Technology 4.5 *Analysis is of net exposure after hedging INVESTMENT PORTFOLIO as at 31 March 2013 Stock Cost Valuation % of Valuation 2013 2013 Net Assets 2012 £000 £000 £000 1 Hydrodec 8% CULS 250 250 7.7 250 2 Unite Group PLC 131 163 5.0 - 3 Spirit Pub Co PLC 131 137 4.2 - 4 Ted Baker PLC 93 130 4.0 - 5 Manroy PLC 165 123 3.8 293 6 Delcam PLC 88 120 3.7 - 7 Claremont Partners Ltd * 125 106 3.3 - 8 Tribal Group PLC 65 98 3.0 - 9 Mitchells & Butlers PLC 93 97 3.0 - 10 Filtrona PLC 66 95 2.9 - Ten largest investments 1,207 1,319 40.6 11 Hurricane Exploration * 50 90 2.8 101 12 Playtech LTD 59 88 2.7 - 13 Home Retail Group 63 88 2.7 - 14 Johnson Service Group PLC 70 87 2.7 - 15 Workspace Group PLC 66 83 2.6 - 16 Grainger PLC 82 81 2.5 - 17 Thomas Cook Group PLC 65 76 2.4 - 18 ITV PLC 60 75 2.3 - 19 SIG PLC 64 73 2.2 - 20 Lavendon Group PLC 59 71 2.2 - Twenty largest investments 1,845 2,131 65.8 21 GVC Holdings PLC 66 69 2.1 - 22 Marstons PLC 61 68 2.1 - 23 Synthomer PLC 60 67 2.1 - 24 Inchcape PLC 57 65 2.0 - 25 Ophir Energy PLC 71 65 2.0 - 26 Sports Direct International 62 64 2.0 - 27 Quintain Estates & Dev PLC 62 63 2.0 - 28 Helical Bar PLC 45 56 1.7 - 29 Hays PLC 51 53 1.6 - 30 Enterprise Inns PLC 38 53 1.6 - Thirty largest investments 2,418 2,754 85.0 Other investments (inc CFD margin) 1,272 494 15.3 Total investments 3,690 3,248 100.3 Net current assets (11) (0.3) 3,237 100.0 All investments are UK equity investments with the exception of Hydrodec. Those marked with an asterisk are unlisted. Further information is given in note 5 on page 31 of the Accounts. A full portfolio listing as at 31 March 2013 is detailed on the Manager's website. PRINCIPAL RISKS AND UNCERTAINTIES The principal risks facing the Fund relate to the investment in financial instruments and include market, liquidity, credit and interest rate risk. An explanation of these risks and how they are mitigated is explained in Note 9 to the Accounts. Additional risks faced by the Fund are summarised below: Investment strategy - The risk that an inappropriate investment strategy may lead to the Fund underperforming its benchmark, for example in terms of stock selection, asset allocation or gearing. The Board have given the Manager a clearly defined investment mandate which incorporates various risk limits regarding levels of borrowing and the use of derivatives. The Manager invests in a diversified portfolio of holdings and monitors performance with respect to the benchmark. The Board regularly review the Fund's investment mandate and long term strategy. Discount- The risk that a disproportionate widening of discount in comparison to the Fund's peers may result in loss of value for shareholders. The discount varies depending upon performance, market sentiment and investor appetite. The Board regularly review the discount and the Fund operates a vigorous share buy-back programme. Accounting, Legal and Regulatory - Failure to comply with applicable legal and regulatory requirements could lead to a suspension of the Fund's shares, fines or a qualified audit report. In order to qualify as an investment trust the Fund must comply with section 1158 of the Corporation Tax Act 2010 ("CTA"). Failure to do so may result in the Fund losing investment trust status and being subject to Corporation Tax on realised gains within the Fund's portfolio. The Manager monitors movements in investments, income and expenditure to ensure compliance with the provisions contained in section 1158. Breaches of other regulations, including the Companies Act 2006, the UKLA Listing Rules or the UKLA Disclosure and Transparency Rules, could lead to regulatory and reputational damage. The Board relies on the Manager and its professional advisers to ensure compliance with section 1158 CTA, Companies Act 2006 and UKLA Rules. Operational - The risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Like most other Investment Trusts, the Fund has no employees and relies upon the services provided by third parties. The Manager has comprehensive internal controls and processes in place to mitigate operational risks. These are regularly monitored and are reviewed to give assurance regarding the effective operation of the controls. Corporate Governance and Shareholder Relations- Details of the Fund's compliance with corporate governance best practice, including information on relations with shareholders, are set out in the Directors' Statement on Corporate Governance on pages 22 of the Accounts. Financial- The Fund's investment activities expose it to a variety of financial risks including market, credit and interest rate risk. These risks are explained in Note 9 on pages 32 to 34 of the Accounts. The Board seeks to mitigate and manage these risks through continuous review, policy setting and enforcement of contractual obligations. The Board receives both formal and informal reports from the Manager and third party service providers addressing these risks. The Board believes the Fund has a relatively low risk profile as it has a simple capital structure; invests principally in UK quoted companies; does not use derivatives other than CFDs and uses well established and creditworthy counterparties. The capital structure comprises only ordinary shares that rank equally. Each share carries one vote at general meetings. FUTURE DEVELOPMENTS Management SVM Asset Management Limited provides investment management and secretarial services to the Fund. These services can be terminated without compensation at any time by giving one year's notice or an immediate payment of a year's fees in lieu of notice. The Manager is entitled to a fee for these services, payable quarterly in arrears, equivalent to 0.825 per cent per annum of the total assets of the Fund less current liabilities. In addition, SVM Asset Management Limited is entitled to an incentive fee of 15 per cent of achieved outperformance of the Fund's benchmark index, FTSE AIM Index, on a six monthly basis in arrears when the net asset value of the Fund exceeds 100p. In view of the size of the Fund, the Manager has waived its management fees for the years to 31 March 2013 and 2012. No incentive fee was paid or due in respect of the years to 31 March 2013 or 31 March 2012. The Management and Nomination Committee assesses the Manager's performance on an ongoing basis and meets each year to conduct a formal evaluation of the Manager. It assesses the resources made available by the Manager, the results and investment performance in relation to the Fund's objectives and also the additional services provided by the Manager to the Fund. The Committee has reviewed the Manager's contract. In carrying out its review, it considered the past investment performance and the Manager's capability and resources to deliver superior future performance. It also considered the length of the notice period of the investment management contract and the fees payable together with the standard of other services provided which include secretarial, accounting, marketing and risk monitoring. Following this review, it is the Directors' opinion that the continuing appointment of the Manager on the terms agreed is in the best interests of the shareholders. Going Concern The Board, having made appropriate enquiries, has a reasonable expectation that the Fund has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis for preparing the financial statements. At the Annual General Meeting to be convened in 2015 and every five years thereafter, shareholders will be given the opportunity to decide on the future of the Fund. In assessing whether it is a going concern, the Board has reviewed the cash flow forecasts for the foreseeable future. In addition, the Board has considered the current cash position and the overall financial position of the Fund. For these reasons, the Board considers that there is reasonable evidence to continue to adopt the going concern basis in preparing the accounts. STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the Directors' 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, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 Fund and of its profit or loss for that period. In preparing these financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgments and accounting 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. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Fund's transactions and disclose with reasonable accuracy at any time the financial position of the Fund and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding its assets and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors have delegated responsibility to the Manager for the maintenance and integrity of the Fund's corporate and financial information included on the Manager's website. The work carried out by the Auditor does not involve consideration of these matters and, accordingly, the Auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors each confirm to the best of their knowledge that: the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Fund and; the Report of the Directors includes a fair review of the development and performance of the business and the position of the Fund together with a description of the principal risks and uncertainties that it faces. By Order of the Board Peter Dicks Chairman 3 July 2013 INCOME STATEMENT for the year to 31 March 2013 Notes Revenue Capital Total £000 £000 £000 Net losses on investments at fair value through profit or loss 5 - (991) (991) Income 1 50 - 50 Investment management fees - - - Other expenses 2 (96) (12) (108) Loss before finance costs and taxation (46) (1,003) (1,049) Finance costs (6) - (6) Loss on ordinary activities before taxation 5 (52) (1,003) (1,055) Taxation 3 - - - Loss attributable to ordinary shareholders (52) (1,003) (1,055) Loss per Ordinary Share 4 (0.86p) (16.71p) (17.57p) The Total column of this statement is the profit and loss account of the Fund. All revenue and capital items in this statement derive from continuing operations. No operations were acquired or discontinued in the year. A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Fund have been reflected in the above statement. INCOME STATEMENT for the year to 31 March 2012 Notes Revenue Capital Total £000 £000 £000 Net losses on investments at fair value through profit or loss 5 - (922) (922) Income 1 39 - 39 Investment management fees - - - Other expenses 2 (67) (1) (68) Loss before finance costs and taxation (28) (923) (951) Finance costs (3) - (3) Loss on ordinary activities before taxation (31) (923) (954) Taxation 3 - - - Loss attributable to ordinary shareholders (31) (923) (954) Loss per Ordinary Share 4 (0.52p) (15.37p) (15.89p) The Total column of this statement is the profit and loss account of the Fund. All revenue and capital items are derived from continuing operations. No operations were acquired or discontinued in the year. A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Fund have been reflected in the above statement. BALANCE SHEET as at 31 March 2013 Notes 2013 2012 £000 £000 Fixed Assets Investments at fair value through profit or loss 5 3,248 4,064 Current Assets Debtors 6 14 15 Cash at bank and on deposit 186 846 Total current assets 200 861 Creditors: amounts falling due within one year 7 (633) (211) Net current assets (11) 228 Total assets less current liabilities 3,237 4,292 Capital and Reserves Share capital 8 300 300 Share premium 314 314 Special reserve 5,144 5,144 Capital redemption reserve 27 27 Capital reserve (1,927) (924) Revenue reserve (621) (569) Equity shareholders' funds 3,237 4,292 Net asset value per Ordinary Share 4 53.90p 71.47p RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year to 31 March 2013 Share Share Special Capital Capital Revenue capital premium reserve redemption reserve reserve £000 £000 £000 reserve £000 £000 £000 As at 1 April 2012 300 314 5,144 27 (924) (569) Loss attributable to shareholders - - - - (1,003) (52) As at 31 March 2013 300 314 5,144 27 (1,927) (621) For the year to 31 March 2012 Share Share Special Capital Capital Revenue capital premium reserve redemption reserve reserve £000 £000 £000 reserve £000 £000 £000 As at 1 April 2011 300 314 5,144 27 (1) (538) Loss attributable to shareholders - - - - (923) (31) As at 31 March 2012 300 314 5,144 27 (924) (569) CASH FLOW STATEMENT for the year to 31 March 2013 2013 2012 £000 £000 Reconciliation of loss before finance costs and taxation to net operating cash flows (Loss) before finance costs and taxation (1,049) (951) Losses on investments 991 922 Transaction costs 12 1 Movement in debtors 1 (2) Movement in creditors (422) 2 Net cash outflow from operating activities (467) (28) Taxation Taxation paid - (4) Loss on investment and servicing of finance Finance costs (6) (3) Capital expenditure and financial investment Purchases of fixed asset investments (3,198) (1,165) Sales of fixed asset investments 3,011 1,196 (187) 31 Movement in cash (660) (4) Reconciliation of net cash flow to movement in net cash Movement in cash in the year (660) (4) Net cash as at start of the year 846 850 Net cash as at end of the year 186 846 ACCOUNTING POLICIES Basis of preparation The financial statements are prepared in accordance with UK Generally Accepted Accounting Practice (''GAAP'') and with the 2009 Statement of Recommended Practice ''Financial Statements of Investment Trust Companies and Venture Capital Trusts'' (''SORP''). Income Income is included in the Income Statement on an ex-dividend basis. Income on fixed interest securities is included on an effective interest rate basis. Deposit interest is included on an accruals basis. Expenses and interest Expenses and interest payable are dealt with on an accruals basis. Investment management fees Investment management fees, if any, are allocated 100 per cent to capital. The allocation is in line with the Board's expected long-term return from the investment portfolio. Due to the size of the Fund, the Manager has waived its management fee. The terms of the investment management agreement are detailed in the Report of the Directors on page 14 of the Accounts. Taxation Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more or a right to pay less tax in the future have occurred at the balance sheet date measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the taxable profits and the results as stated in the accounts which are capable of reversal in one or more subsequent periods. Investments The investments have been categorised as ''fair value through profit or loss''. All investments are held at fair value. For listed investments this is deemed to be at bid prices as at 31 March 2013. Contracts for Differences are synthetic equities and are valued with reference to the investment's underlying bid prices. Unlisted investments are valued at fair value based on the latest available information and with reference to International Private Equity and Venture Capital Valuation Guidelines. All changes in fair value and transaction costs on the acquisition and disposal of portfolio investments are included in the Income Statement as a capital item. Purchases and sales of investments are accounted for on trade date. Capital reserve Gains and losses on realisations of fixed asset investments, and transactions costs, together with appropriate exchange differences, are dealt with in this reserve. All incentive fees and investment management fees, together with any tax relief, is also taken to this reserve. Increases and decreases in the valuation of fixed asset investments are dealt with in this reserve. NOTES TO THE ACCOUNTS 2013 2012 1. Income £000 £000 Income from UK listed shares and securities - dividends 34 19 - interest 16 20 50 39 2. Other expenses Revenue General expenses 39 29 Directors' fees † 22 18 Auditor's remuneration - audit services* 23 17 - taxation services* 12 3 96 67 † The Directors' fees in respect of the year ended 31 March 2013 were £18,000. The figure above includes an adjustment for an underaccrual at 31 March 2012 of £4,000. *The 2013 figures include VAT. The fees in respect of the year ended 31 March 2013 for audit services and taxation services, excluding VAT, were £17,000 and £4,000 respectively. Capital Transaction costs - acquisitions 6 - - disposals 6 1 12 1 3. Taxation Current taxation - - Deferred taxation - - Total taxation for the year - - Loss on ordinary activities before taxation (1,055)(954) The tax assessed for the year is different from the standard small company rate of corporation tax in the UK. The differences are noted below: Corporation tax (20%, 2012 - 20%) (211) (191) Non taxable UK dividends (7) (4) Non taxable investment losses/(gains) in capital 201 185 Movement in unutilised management expenses 17 10 Total taxation charge for the year - - At 31 March 2013, the Fund had unutilised management expenses of £850,000 (2012 - £767,000). A deferred tax asset of £170,000 has not been recognised on the unutilised management expenses as it is unlikely that there would be suitable taxable profits from which the future reversal of the deferred tax asset could be deducted. 4. Returns per share Returns per share are based on a weighted average of 6,005,000 (2012 - 6,005,000) ordinary shares in issue during the year. Total return per share is based on the total loss for the year of £1,055,000 (2012 - loss of £954,000). Capital return per share is based on net capital loss during the year of £1,003,000 (2012 - loss of £923,000). Revenue return per share is based on the revenue loss after taxation for the year of £52,000 (2012 - £31,000). The net asset values per share are based on the net assets of the Fund of £3,237,000 (2012 - £4,292,000) divided by the number of shares in issue at the year-end as shown in Note 8 of the Accounts. 2013 2012 5. Investments at fair value through profit or £000 £000 loss Listed investments 3,062 3,180 Unlisted investments 186 884 Valuation as at end of year 3,248 4,064 Listed Unlisted £000 £000 Valuation as at start of year 3,180 884 4,064 4,973 Investment holding (losses)/gains as at (1,073) (102) (1,175) 501 start of year Cost as at start of year 4,253 986 5,239 4,472 Purchases of investments at cost 3,192 - 3,192 1,210 Proceeds from sale of investments (2,732) (285) (3,017) (1,197) Transfers 55 (55) - - Net (loss)/gain on sale of investments (1,500) (59) (1,559) 754 Cost as at end of year 3,268 587 3,855 5,239 Investment holding (losses) as at end of (216) (391) (607) (1,175) year Valuation as at end of year 3,052 196 3,248 4,064 Net (loss)/gain on sale of investments (1,500) (59) (1,559) 754 Movement in investment holding gains 857 (289) (568) (1,676) Total (loss) on investments (643) (348) (991) (922) 6. Debtors 2013 2012 £000 £000 Investment income due but not received 6 7 Taxation 8 8 14 15 7. Creditors: amounts falling due within one year 2013 2012 £000 £000 Amounts due under CFD's 164 609 Other creditors 47 24 211 633 8. Share capital Authorised 100,000,000 ordinary 5p shares (2012 - same) 5,000 5,000 Allotted, issued and fully paid 6,005,000 ordinary 5p shares (2012 - same) 300 300 9. The financial information contained within this announcement does not constitute statutory accounts as defined in sections 434 and 435 of the Companies Act 2006. The results for the years ended 31 March 2013 and 2012 are an abridged version of the statutory accounts for those years. The Auditor has reported on the 2013 and 2012 accounts, their reports for both years were unqualified and did not contain a statement under section 498 of the Companies Act 2006. Statutory accounts for 2012 have been filed with the Registrar of Companies and those for 2013 will be delivered in due course. 10. The Annual Report and Accounts for the year ended 31 March 2013 will be mailed to shareholders shortly and copies will be available from the Manager's website www.svmonline.co.uk and the Fund's registered office at 7 Castle Street, Edinburgh, EH2 3AH. The Annual General Meeting of the Fund will be held at 9.30am on Friday 13 September 2013 at 1-2 Marylebone High Street, London W1U 4LZ. For further information, please contact: Colin McLean SVM Asset Management 0131 226 6699 Roland Cross Broadgate Mainland 0207 726 6111 3-Jul-13
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