Final Results

Finsbury Worldwide Pharmaceutical Trust PLC Audited Results for the Year Ended 31 March 2008 NEWS RELEASE To: City Editors For immediate release 16 June 2008 Finsbury Worldwide Pharmaceutical Trust PLC today announces preliminary results for the year ended 31 March 2008. Year ended Year ended % Financial Highlights 31 March 2008 31 March 2007 change Shareholders' funds £224.8m £273.6m (17.8) Net asset value per share (basic)* 486.6p 520.9p (6.6) Net asset value per share (diluted) (diluted for warrants) 482.4p 511.2p (5.6) Share price 457.0p 477.8p (4.4) Discount of share price to diluted (5.3%) (6.5%) N/A net asset value Discount of share price to basic net (6.1%) (8.3%) N/A asset value Benchmark Index** 7,049.7 7,507.7 (6.1) Total expense ratio (incl. 1.3% 1.3% N/A performance fees) Total expense ratio (excl. 1.3% 1.3% N/A performance fees) *Total return, including portfolio income **Datastream World Pharmaceutical Index (total return, sterling adjusted) - ENDS - The following are attached: - Chairman's Statement - Investment Manager Review - Income Statement - Reconciliation of Movements in Shareholders' Funds - Balance Sheet - Cash Flow Statement - Notes to the Financial Statements For further information please contact: Alastair Smith Frostrow Capital LLP 020 3 008 4911 Jo Stonier/Eleanor Clarke Quill Communications 020 7758 2230 Ian Ivory Chairman (care of the Company Secretary) 020 3 008 4913 Chairman's Statement Review of the Year and Performance The year under review has been a challenging one for stock markets as a whole and in this, my last statement as Chairman, I must report that the Company's undiluted net asset value per share declined by 6.6%. The diluted net asset value per share fell by 5.6% over the year. The Company's benchmark index fell by 6.1% during the same period. The Company's share price fell by slightly less, by 4.4%, as the discount of share price to the diluted net asset value per share finished the year at 5.3% compared to 6.5% a year ago. The Board As mentioned at the interim stage I shall be retiring from the Board at the Annual General Meeting. I have been a Director since the launch of the Company in 1995 and in that period the Company's share price has grown by almost 400.0% compared to a rise in the Company's benchmark of nearly 320.0% (both measured on a total return basis). Your Board is delighted that Martin Smith, who joined the Board in November 2007, is to succeed me as Chairman at the forthcoming Annual General Meeting. Capital The Board continued to implement its policy of active discount management whereby consideration is given to buying back shares at prices representing a discount greater than 6.0% to the diluted net asset value per share, if there is demand in the market for it to do so. In line with this policy, a total of 6,351,307 shares, 896,000 of which are currently held in treasury, were repurchased during the year at a cost of £30,852,000 (including expenses), representing 12.1% of the shares in issue at the beginning of the year. Since the year end and to 16 June 2008, a further 1,387,750 shares costing £6,470,000 (including expenses), have been repurchased to be held in treasury. The execution and timing of any share buy-back will continue to be at the absolute discretion of the Board. The Board has agreed that any shares held in treasury will be cancelled on the date of the Annual General Meeting each year. Shareholder approval to renew the authority to repurchase the Company's shares will be sought at the Annual General Meeting. At the regular warrant exercise date of 31 July a total of 14,687 warrants were exercised raising a further £68,148 as at 31 July 2007. The remaining two opportunities to exercise the warrants are on 31 July 2008 and 31 July 2009. Derivatives The Company continues to use derivative instruments to enhance the total return to shareholders, within certain limits so that no more than 5.0% of the Company's assets are exposed to the strategy. The Board is pleased to note that gains of £2.1 million were generated during the year from the strategy by our Investment Manager. In excess of £7 million of additional returns have now been generated since the inception of the strategy in 2006. Revenue and Dividends The revenue return for the year was £1.7 million (2007: £1.9 million) and the Board has recommended an interim dividend of 3.0p per share (2007: 3.0p). The Company continues to charge 95.0% of the sum of the investment management and management fees to capital and at 31 March 2008 the total expense ratio (excluding performance fees) was 1.3% (31 March 2007: 1.3%). The interim dividend will be payable on 25 July 2008 to equity shareholders on the register of members on 20 June 2008. The shares will go ex-dividend on 18 June 2008. The Company's Articles of Association (the "Articles") The Board believes that as a result of various legislative and regulatory developments the Articles should be amended to bring them into line with current best practice. This will include a provision for the future use of communications with shareholders both in electronic form and via the website. A Special Resolution will be proposed at the Annual General Meeting which will, if approved, ratify the adoption of new Articles. The material differences between the current and the proposed Articles are summarised in a separate circular to shareholders. VAT The Company is currently in the process of reviewing its position concerning VAT in light of the result of the legal case initiated by the Association of Investment Companies and JPMorgan Claverhouse Investment Trust plc. The amounts involved are not expected to have a material impact on the Company's net asset value. The Company will take credit for VAT recovered if any such recovery can be assessed with reasonable certainty and will continue to follow guidance issued by the Association of Investment Companies in this matter. Savings Plans The investment plans managed by Close Investments on behalf of the Company have, subject to FSA rules, recently been transferred to Alliance Trust Savings Limited (`ATSL'). It is our hope that being included in the much larger, market-wide scheme run by ATSL will lead to increased private investor interest in the Company. Existing plan members should have received confirmation of the transfer including their new account details. Outlook The economic outlook remains uncertain and stock market conditions will continue to be volatile and difficult in the short term. The Board continues to closely monitor developments in the healthcare sector and to explore new investment opportunities within the sector. The stock market performance of the sector as a whole has trailed that of the general market over the last several years. Over that time, earnings per share of major biotechnology companies have advanced rapidly, while those of major pharmaceutical companies have grown more slowly. At the same time, scientific advance at discovery biotechnology companies has been notable, resulting in several major successes in the investment portfolio. However, there is risk in this sector, and occasional failures have detracted from returns, but we are confident that the pace of scientific advance will contribute to multiple opportunities for future profit. Merger and Acquisition activity should continue, and expected enhancements at the US Food and Drug Administration should result in a more positive stance towards new drug approvals Your Board believes that the investment portfolio is well positioned to take advantage of not only a brighter outlook for the sector in the medium term, but also a recovery in stock markets generally. Your Board remains optimistic for the fortunes of the sector and for the Company and would like to thank shareholders for their continued support. Annual General Meeting The Annual General Meeting of the Company will be held at the Barber-Surgeons' Hall, Monkwell Square, Wood Street, London EC2Y 5BL on Wednesday, 23 July 2008 from 12 noon. I hope as many shareholders as possible will attend. This will provide an opportunity to hear from Mr Samuel D Isaly of OrbiMed Capital LLC, the Company's Investment Manager, on the period under review, recent developments in the pharmaceutical sector and the prospects for the future. Ian Ivory Chairman 16 June 2008 REVIEW OF INVESTMENTS We present with pleasure our thirteenth Review of Investments for Finsbury Worldwide Pharmaceutical Trust PLC, which was launched in April 1995. Performance Review The Company's undiluted net asset value per share slightly underperformed the benchmark during the past year. The Company's share price decline of 4.4% and the undiluted net asset value decline of 6.6% compares to a fall in the benchmark index of 6.1%. We are never pleased to report a loss in value and we are very focused on delivering positive returns for our investors over the years to come. Our longer term record remains strong, with the Company's net asset value outperforming the benchmark index by several percentage points over the past three years, and over 13 percentage points over the past five years. Our biggest winners all came from the biotechnology sector, including names such as BioMarin, MedImmune, Genzyme, Onyx and Millenium. These companies were supported by strong fundamental progress in general and, in the case of MedImmune and Millenium, acquisition bids from large pharmaceutical companies. Our two biggest losers came from the pharmaceutical sector: Chugai Pharmaceutical and Schering-Plough. Schering-Plough was affected after releasing the outcome of a very small clinical trial that showed that one of their key cholesterol drugs showed no benefit compared to an older generic medicine. The resulting fallout from the media frenzy was swift and Schering-Plough fell over 25.0% in the past quarter. A much larger clinical trial has been underway for several years, which is expected to show a meaningful clinical benefit to this drug for patients. Thus we maintained our position and so far in the new fiscal year the stock has recovered from US$15 to over US$19 per share. Valuation Erosion Continues The last seven years have witnessed a remarkable underperformance of the healthcare sector relative to the broader markets. We are convinced the cycle will turn soon based on many factors: unprecedented low valuations, continued high expected earnings growth rates for biotechnology companies and the growth of new consumer markets in Asia. With respect to valuations, large capitalisation biotechnology companies now trade at the cheapest valuations in history. P/E ratios have fallen to an average of approximately 20, dragged down by Amgen which now trades at less than 11x 2008 projected earnings. In addition to opportunities in larger biotechnology companies, we also see attractive valuations in the middle and smaller sized biotechnology companies, in particular those companies we perceive to be "fallen angels". Approximately one third of biotechnology companies now trade more than 50.0% below their 52 week high. This level of carnage has not been seen since 2002. The very low valuations of that year presaged a sharp rebound in the form of a near 30.0% positive return for the Company in 2003. We are seeking to add additional holdings from among a selection of "fallen angel" names which are fundamentally attractive but have been hardest hit in the market. Within the pharmaceutical sector, valuations are also continuing to erode, and we now can find some dividend yields above 5.0% and P/E ratios that are in the single digits. We have been underweight in these companies relative to our benchmark for some time, and although great challenges remain ahead (notably a cliff of patent expirations beginning next year and legislative/political pressure) we now believe that selected contrarian value plays are warranted. Many of these companies are trading with high dividend yields (3.0-5.0%), P/E ratios that are deeply discounted to the market, and bloated expense bases which leave significant room to grow earnings through cost cutting in the absence of top-line growth. Playing Politics with Our Health The 2008 US Presidential election season is well under way and the many campaign proposals offer some hope of increased utilisation of healthcare goods and services for the approximately 45 million Americans with no health insurance. Most of the leading candidates espouse a vision of achieving universal coverage without a "single payer" model. Individuals would continue to receive employer-provided coverage, public healthcare access programs would be expanded, and subsidies would be provided for individuals to purchase private insurance. If these 45 million under-served consumers are brought into the healthcare system the resulting increase in volume of many healthcare products would provide a much needed growth driver for industry. However the possibility that new legislation could lift the restriction on Government price controls in the Medicare prescription drug benefit, in addition to other possible industry-unfriendly actions such as patent reforms favourable to generics companies, may provide an offset to the volume growth in the form of lower margins. With the anticipated flurry of healthcare reform headlines during the election year, we expect the coming pharma-political environment could be reminiscent of the 1994 Hillary Clinton healthcare reform proposals. Thus, we are dusting off our play book from 1994 and will evaluate several strategies to reposition the Company to profit from this environment, such as increasing exposure to both non-US companies and to sectors which could benefit from expanded government involvement in healthcare (such as generic drug markets, distributors and acute care hospitals). We will seek to avoid the companies most vulnerable to pharma-political issues, such as pharmaceutical companies with high-priced "me too" products. An example of the international exposure that we have been adding to insulate the Company from potential political headwinds is our investment in several Japanese generic drug companies. We believe that the coming years will see an increase in utilisation of generic drugs in Japan from the current mid-teens market share towards a level more consistent with other developed markets (US generic utilisation is nearly 60.0% of the drug market by volume). This investment thesis received an important boost recently as new legislation was passed in Japan which creates financial incentives for pharmacies to issue at least 30.0% of their prescriptions with generics. We expect additional regulatory and legislative actions in Japan to continue supporting this theme over the coming years. FDA Chasing Its Tail The US Food and Drug Administration ("FDA") has been stuck for several years now in a cautious mode with more emphasis on safety than innovation. As a result of this climate, combined with continued low R&D productivity from pharmaceutical companies, only 17 new pharmaceutical products (so called "new chemical entities", or NCEs) were approved during 2007. The last time FDA approvals were at this low level was in 2002, and before that in 1983. The return to majority status for the Democrats in Congress is partly to blame for this regulatory malaise. The Democrats have presided over more scrutiny of the FDA, as evidenced by several high profile Congressional hearings to debate FDA's management of safety issues involving several products, including Avandia, Epogen, Aranesp and Ketek. The Commissioner of FDA, Andrew von Eschenbach, does not yet appear to have solid footing with respect to his leadership role as evidenced by inconsistent performances during FDA budget and oversight hearings. He has done little so far to address industry concerns that the FDA remains overly concerned with drug safety to the potential detriment of new drug approvals as evidenced by the slow pace of approvals for new chemical entities (only 7 this year so far). In some cases, such as Zimulti from Sanofi-Aventis, drugs have been delayed or rejected despite approval in Europe and other markets. This higher approval hurdle is more of an issue for drugs addressing chronic diseases vs. acute care therapies (such as oncology drugs). As a result, this regulatory burden falls more heavily on pharmaceutical companies than the biotechnology sector. We are not optimistic that strong leadership will be reasserted at FDA during an election year and thus the industry will likely continue to face product approval headwinds in 2008. However a new President (regardless of party) would likely appoint a new FDA Commissioner in 2009. At this point any change would be a welcome opportunity to reinvigorate agency leadership. Merger & Acquisitions (M&A) in Fits & Starts Within the biotechnology sector, our focus on investments in acquisition targets worked well for the Company in the early part of the year, as over a dozen acquisitions of biotechnology companies occurred during the year. In particular, the Company's investment in MedImmune was our second biggest winner as AstraZeneca offered a stunning $15.6 billion for the company. This valuation equates to over ten times revenue and is indicative of the lengths to which the traditional pharmaceutical companies will go in order to acquire attractive biotechnology growth opportunities. Since December, the level of M&A activity has been subdued as Biogen Idec (BIIB) announced that its auction process had failed to produce any satisfactory bids for the company and it would remain as an independent entity for the foreseeable future. BIIB's stock price fell nearly 25.0% and triggered a broad sell off in the biotechnology indexes during the month of December. However a final chapter may still play out: the Swiss biotechnology company Serono went through a similar auction process in 2005 which resulted in no acquisition bids. Once the acquisition premium had leached out of the stock, German drug maker Merck KGaA stepped in to acquire Serono in September 2006. Looking ahead however, in the coming year we expect biotechnology M&A will re-accelerate and remain as a defining theme as other large companies continue to acquire smaller discovery companies to bolster their pipelines and offset patent expirations A Busy Summer Ahead One of our recent challenges has been a lack of fundamental stock-specific catalysts, such as new clinical trial data, new product approvals and high profile acquisitions. Fortunately this situation will change dramatically over the coming quarters as numerous catalysts are expected to occur, all of which present significant opportunities to generate meaningful returns. We highlight below three specific examples of these catalysts: - Bapineuzumab ("Bmab") data. Nothing ignites the life sciences sector like the prospect of a new blockbuster drug. Bmab is a humanized monoclonal antibody from Elan and Wyeth that is the most promising new treatment in development for Alzheimer's disease. Data will be released this summer that could demonstrate Bmab's ability to profoundly improve the current standard of care for Alzheimer's patients. The market potential for such a therapeutic is potentially enormous, with approximately 8 million Alzheimer's sufferers in the US alone. If results from the on-going phase III trial are positive, the drug could easily become the largest selling therapeutic worldwide, surpassing current leader Lipitor at over $12 billion annually. - ASCO conference and FLEX data. The cancer drug Erbitux is being tested in Non-Small Cell Lung Cancer (NSCLC), with data expected this quarter at the upcoming American Society of Clinical Oncology (ASCO) conference. NSCLC is one of the largest oncology markets in the US, and Erbitux could potentially generate over $1 billion in sales from this indication. - Prasugrel decision. The FDA is currently evaluating approval of Prasugrel, a potential competitor to Plavix, one of the world's current best-selling drugs. In addition to impact on Eli Lilly, this decision will impact two Japanese companies, Daiichi and Ube, which will receive royalties on Prasugrel. The marketers of Plavix (Bristol-Myers Squibb and Sanofi Aventis) also will be impacted significantly by this decision, as the companies derive a large percentage of their profits from Plavix. Although efficacy data for Prasugrel has been strong there is also evidence of greater side effects, including excess bleeding in some patients leading to higher mortality than Plavix. Finally, we are pleased to announce that we have recently recruited a new analyst, Kuhn Tsai, to lead our research efforts in healthcare services and medical device companies. Kuhn has previous experience as a biotechnology analyst at Goldman Sachs and Galleon Group and healthcare investment banking experience from Lehman Brothers. His academic training includes an MD/MBA from the University of Chicago and an A.B. from Harvard. We appreciate your patience during these difficult markets as we seek to return to the high level of returns which the Company has historically delivered to its shareholders. Samuel D. Isaly OrbiMed Capital, LLC Investment Manager 16 June 2008 Income Statement for the year ended 31 March 2008 Revenue Capital Total Revenue Capital Total 2008 2008 2008 2007 2007 2007 £'000 £'000 £'000 £'000 £'000 £'000 Losses on investments held at fair value through profit or loss - (16,666) (16,666) - (37,708) (37,708) Exchange gains on currency - 1,332 1,332 - 3,903 3,903 balances Income from investments held at fair value through profit or loss (note 2) 3,404 - 3,404 3,891 - 3,891 Investment management, management and performance fees (note 3) (122) (2,323) (2,445) (147) (2,787) (2,934) Other expenses (708) - (708) (973) - (973) Net return/(loss) before finance charges and taxation 2,574 (17,657) (15,083) 2,771 (36,592) (33,821) Finance charges (51) (976) (1,027) (100) (1,893) (1,993) Net return/(loss) on ordinary activities before taxation 2,523 (18,633) (16,110) 2,671 (38,485) (35,814) Taxation on net return/(loss) on ordinary activities (782) 372 (410) (819) 389 (430) Net return/(loss) on ordinary activities after taxation 1,741 (18,261) (16,520) 1,852 (38,096) (36,244) Return/(loss) per share - 3.5p (37.1)p (33.6)p 3.3p (66.9)p (63.6)p basic (note 4) Return/(loss) per share - 3.5p (37.1)p (33.6)p 3.2p (66.9)p (63.7)p diluted (note 4) The total column of this statement is the profit and loss account of the Company. The revenue and capital columns are supplementary to this and are prepared under guidance by the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations. The Company has no recognised gains and losses other than those disclosed in the Income Statement and Reconciliation of Movements in Shareholders' Funds. Accordingly, no separate Statement of Total Recognised Gains and Losses has been presented. No operations were acquired or discontinued in the year. Reconciliation of Movements in Shareholders' Funds For the year ended 31 March 2008 Called- Share Capital up share premium Warrant Capital redemption Revenue capital account reserve reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 31 March 2007 14,401 117,565 7,436 130,724 375 3,130 273,631 Net (loss)/return on ordinary activities after taxation - - - (18,261) - 1,741 (16,520) Dividend paid in respect of year ended 31 March 2007 - - - - - (1,544) (1,544) Proceeds from exercise of Warrants 4 64 - - - - 68 Transfer from warrant reserve following exercise of warrants - 10 (10) - - - - Shares purchased including expenses (2,633) - - (30,852) 2,633 - (30,852) At 31 March 2008 11,772 117,639 7,426 81,611 3,008 3,327 224,783 For the year ended 31 March 2007 Called- Share Capital up share premium Warrant Capital redemption Revenue capital account reserve reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 31 March 2006 14,356 116,613 7,458 193,699 375 2,257 334,758 Net (loss)/ return from ordinary activities after taxation - - - (38,096) - 1,852 (36,244) Dividend paid in respect of year ended 31 March 2006 - - - - - (979) (979) Proceeds from exercise of Warrants 8 143 - - - - 151 Transfer from warrant reserve following exercise of warrants - 22 (22) - - - - Shares purchased including expenses (and held in treasury) - - - (24,879) - - (24,879) Issue of own shares 37 787 - - - - 824 At 31 March 2007 14,401 117,565 7,436 130,724 375 3,130 273,631 Balance Sheet as at 31 March 2008 2008 2007 £'000 £'000 Fixed Assets Investments held at fair value through 220,587 289,919 profit or loss Derivative - OTC swap 10,244 - 230,831 289,919 Current assets Debtors 4,399 1,319 Cash at bank 7,050 376 11,449 1,695 Creditors Creditors: amounts falling due within (17,035) (17,131) one year Derivative - financial instruments (462) (852) (17,497) (17,983) Net current liabilities (6,048) (16,288) Total net assets 224,783 273,631 Capital and reserves Called up share capital 11,772 14,401 Share premium account 117,639 117,565 Warrant reserve 7,426 7,436 Capital reserves 81,611 130,724 Capital redemption reserve 3,008 375 Revenue reserve 3,327 3,130 Total equity shareholders' funds 224,783 273,631 Net asset value per share - basic (note 6) 486.6p 520.9p Net asset value per share - diluted (note 6) 482.4p 511.2p Cash Flow Statement for the year ended 31 March 2008 2008 2007 £'000 £'000 Net cash outflow from operating activities (332) (645) Servicing of finance Interest paid (1,023) (2,007) Taxation Taxation recovered 124 140 Financial investments Purchases of investments and derivatives (219,443) (102,329) Sales of investments and derivatives 269,680 152,855 Net cashflow from financial investment 50,237 50,526 Equity dividends paid (1,544) (979) Net cash inflow before financing 47,462 47,035 Financing Issue of shares 68 975 Purchase of shares (30,618) (24,179) Decrease in short term loans (10,308) (29,907) Net cash outflow from financing (40,858) (53,111) Increase/(decrease) in cash for the year 6,604 (6,076) Notes: 1 Accounting Policies The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of these preliminary results, are on the same basis as the statutory accounts of the Company, and are set out below: (a) Basis of Preparation The financial statements have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice `Financial Statements of Investment Trust Companies' dated December 2005 (the `SORP'). (b) Valuation of Investments Listed investments have been designated by the Board as held at fair value through profit or loss and accordingly are valued at fair value, deemed to be bid market prices. Unquoted investments are valued by the Directors using primary valuation techniques such as earnings, multiples, option pricing models, recent transactions and net assets. Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Income Statement as `Gains or losses on investments held at fair value through profit or loss'. Also included within this caption are transaction costs in relation to the purchase or sale of investments, including the difference between the purchase price of an investment and its bid price at the date of purchase. All purchases and sales are accounted for on a trade date basis. (c) Investment Income Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company's right to receive payment is established. Deposit interest is accounted for on an accruals basis. (d) Expenses All expenses are accounted for on an accruals basis. Expenses are charged through the income account (revenue) except as follows: (i) expenses which are incidental to the acquisition or disposal of an investment are categorised as fixed assets at fair value through profit or loss and are charged to capital; and (ii) expenses are charged to the capital column of the income statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management and management fees, have been charged to the Income Statement in line with the Board's expected long-term split of returns, in the form of capital gains and income, from the Company's investment portfolio. As a result 5.0% of the investment management and management fees are charged to the revenue column of the income statement and 95.0% are charged to the capital column of the income statement. Any performance fee accrued or paid is charged in full to the capital column of the income statement. Notes (continued) (e) Finance costs Finance costs are accounted for on an accruals basis. Finance costs are charged to the income statement in line with the Board's expected long-term split of returns, in the form of capital gains and income, from the Company's investment portfolio. As a result 5.0% of the finance costs are charged to revenue and 95.0% are charged to capital. Finance charges, if applicable, including interest payable and premiums on settlement or redemption, are accounted for on an accruals basis in the income statement using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. (f) Taxation The tax effect of different items of expenditure is allocated between capital and revenue using the marginal basis. Deferred taxation is provided for on all timing differences that have originated but not reversed by the balance sheet date other than those differences regarded as permanent. 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 reversal of timing differences can be deducted. Any liability to deferred tax is provided for at the average rate of tax expected to apply. Deferred tax assets and liabilities are not discounted to reflect the time value of money. (g) Foreign currency The results and financial position of the Company are expressed in sterling, which is the functional and presentational currency of the Company. Sterling is the functional currency because it is the currency of the primary economic environment in which the Company operates. Transactions recorded in overseas currencies during the year are translated into sterling at the appropriate daily exchange rates. Assets and liabilities denominated in overseas currencies at the balance sheet date are translated into sterling at the exchange rates ruling at the date. Any gains or losses on the translation of foreign currency balances, whether realised or unrealised, are taken to the capital or the revenue column of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature. (h) Financial instruments The Company uses derivative financial instruments (namely put and call options and an OTC equity swap also referred to as an M&A Basket). The merits and rationale behind such strategies are to enhance the capital return of the investment portfolio, facilitate management of the portfolio volatility and improve the risk-return profile of the Company relative to its benchmark. All derivative instruments are valued at fair value in the balance sheet in accordance with FRS 26: `Financial Instruments: Measurement.' Each investment in options is reviewed on a case-by-case basis and are all deemed to be capital in nature. As such, all gains and losses on the above strategies have been debited or credited to the capital column of the Income Statement. All gains and losses on the OTC equity swap during the swap term are accounted for as unrealised gains and losses on investments. Where there has been a re-positioning of the swap, gains and losses are accounted for on a realised basis. All such gains and losses have been debited and credited to the capital column of the income statement, Notes (continued): Accounting Policies (continued) i) Reserves Capital reserves The following are charged to the capital column of the Income Statement and transferred to this reserve: - gains and losses on the realisation of investments; - realised exchange differences of a capital nature; - expenses, together with the related taxation effect, in accordance with the above policies: - increases and decreases in the valuation of investments held at the year end; and - unrealised exchange differences of a capital nature. 2 Income from investments held at fair value through profit or loss 2008 2007 £'000 £'000 Income from investments UK listed dividends 3 - Overseas dividends 3,029 3,123 Fixed interest income 144 498 3,176 3,621 Other income Interest receivable 228 270 Total income from investments held at fair value through profit or loss 3,404 3,891 Total income comprises Dividends 3,032 3,123 Interest 372 768 3,404 3,891 3 Investment management, management and performance fees Revenue Capital Total Revenue Capital Total 2008 2008 2008 2007 2007 2007 £'000 £'000 £'000 £'000 £'000 £'000 Investment management and management fee 122 2,323 2,445 145 2,756 2,901 Irrecoverable VAT thereon - - - 2 31 33 122 2,323 2,445 147 2,787 2,934 At the year end there were no performance fees accrued or payable (2007: nil). Notes (continued): 4 (Loss)/return per share 2008 2007 £'000 £'000 The (loss)/return per share is based on the following figures: Revenue return 1,741 1,852 Capital loss (18,261) (38,096) Total loss (16,520) (36,244) Weighted average number of shares in issue for the year - basic 49,231,108 56,962,481 Revenue return per share 3.5p 3.3p Capital loss per share (37.1)p (66.9)p Total loss per share - basic (33.6)p (63.6)p Weighted average number of shares in issue for the year - diluted 49,675,682 57,619,379 Revenue return per share 3.5p* 3.2p Capital loss per share (37.1)p* (66.9)p* Total loss per share - diluted (33.6)p* (63.7)p * dilution not applicable 5 Interim dividend Under UK GAAP, final dividends are not recognised until they are approved by shareholders and interim dividends are not recognised until they are paid. They are also debited directly from reserves. Amounts recognised as distributable to ordinary shareholders for the year ended 31 March 2008 were as follows: 2008 2007 £'000 £'000 Interim dividend in respect of the year ended 31 1,544 - March 2007 Interim dividend in respect of the year ended 31 - 979 March 2006 1,544 979 In respect of the year ended 31 March 2008, an interim dividend of 3.0p per share (2007: interim dividend of 3.0p per share) has been declared. The aggregate cost of this dividend based on the number of shares in issue at 16 June 2008 is estimated to be £1,344,000, In accordance with FRS 21 this dividend will be reflected in the interim accounts as at 30 September 2008. Total dividends payable in respect of the financial year, which is the basis on which the requirements of s842 of the Income and Corporation Taxes Act 1988 are considered, are set out below: Notes (continued): 2008 2007 £'000 £'000 Revenue available for distribution by way of dividend for the year 1,741 1,852 Dividends proposed for the year ended 31 March (1,344)* (1,547)+ 397 305 * based on shares in issue as at 16 June 2008 (44,802,411) + £1,544,000 was paid to shareholders on 18 July 2007. The difference is due to additional shares being bought back for cancellation in the period from the signing of the 2007 Annual Report on 11 June 2007 and the ex-dividend date of 13 June 2007. 6 Net asset value per share 2008 2007 Net asset value per share - basic 486.6p 520.9p Net asset value pre share - diluted 482.4p 511.2p The net asset value per share is based on the assets attributable to equity shareholders of £224,783,000 (2007: £273,631,000) and on the number of shares in issue at the year end of 46,190,161 (excluding shares held in treasury) (2007: 52,526,781). The diluted net asset value per share assumes all outstanding warrants are exercised at 464p resulting in assets attributable to equity shareholders of £274,703,000 (2007: 323,619,000) and on the resultant number of shares of 56,948,841 (2007:63,300,148). As at 31 March 2008, the Company held 896,000 shares in treasury. 7 Financial Information This preliminary statement is not the Company's statutory accounts. The above results for 2008 have been agreed with the Auditors and are an abridged version of the Company's full draft accounts which have not yet been filed with the Registrar of Companies. The 2008 accounts received an audit report which was unqualified did not include a reference to any matter to which the auditors drew attention without qualifying the report, and did not contain statements under Section 237 (2) and (3) of the Companies Act 1985. The statutory accounts for the year ended 31 March 2007 have been delivered to the Registrar of Companies and those for 31 March 2008 will be despatched to shareholders shortly. The 2007 accounts received an audit report which was unqualified did not include a reference to any matter to which the auditors drew attention without qualifying the report, and did not contain statements under Section 237 (2) and (3) of the Companies Act 1985. This preliminary announcement of the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP) and using the same accounting policies as those in the last published annual accounts, being those to 31 March 2007. Frostrow Capital LLP Company Secretary 16 June 2008
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