Half Yearly Report

RNS Number : 7831P
Acorn Income Fund Ld
21 August 2014
 



 

Acorn Income

Fund Limited

Half-yearly Financial Report (unaudited) for the six months ended 30 June 2014


Investment Objectives and Policy


Investment Policy

The investment objective and policy of Acorn Income Fund Limited (the "Company") is to provide Shareholders with high income and also the opportunity for capital growth.

The Company's investments are held in two portfolios. The Company's assets comprise investments in equities and fixed interest securities in order to achieve its investment objective. Approximately 70% to 80% of the Company's assets are invested in smaller capitalised United Kingdom companies, admitted to the Official List of the Financial Conduct Authority (the "FCA") and traded on the London Stock Exchange (the "LSE") or traded on the Alternative Investment Market ("AIM") at the time of investment. The Company also aims to enhance income for Ordinary Shareholders by investing approximately 20% to 30% of the Company's assets in high yielding instruments which are predominantly fixed interest securities but may include up to 15% of the Company's overall portfolio (measured at the time of acquisition) in high yielding investment company shares.

The proportion of the overall portfolio held in the Smaller Companies Portfolio and the Income Portfolio varies from day to day as the market prices of investments move. The Directors retain discretion to transfer funds from one portfolio to the other and generally expect between 70% to 80% of the investments to be held in the Smaller Companies Portfolio.

While the Company's investment policy is to spread risk by maintaining diversified portfolios, there are no restrictions on the proportions of either of the portfolios which may be invested in any one geographical area, asset class or industry sector. However, not more than 7.5% of the Company's gross assets may be invested in securities issued by any one company as at the time of investment, save that (i) in respect of the Income Portfolio only, investments may be made in other investment funds subject only to the restriction set out in paragraph (c) of the section headed "Investment Restrictions" below; and (ii) in respect of the Smaller Companies Portfolio only, provided that not more than 10% of the Company's gross assets are invested in securities issued by any one company at any time, the 7.5% limit may be exceeded on a short term basis, with Board approval, where a company whose securities form part of the Smaller Companies Portfolio issues new securities (for example by way of a rights issue).

The Company's capital structure is such that the underlying value of assets attributable to the Ordinary Shares is geared relative to the rising capital entitlements of the ZDP Shares. The Company's gearing policy is not to employ any further gearing through long-term bank borrowing. Save with the prior sanction of ZDP

 


Shareholders, the Company will incur no indebtedness other than short term borrowings in the normal course of business such as to settle share trades or borrowings to finance the redemption of the ZDP Shares.

Investment Restrictions

For so long as required by the Listing Rules in relation to closed-ended investment companies, the Company has adopted the following investment and other restrictions:

(a)  the Company will at all times invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with its published investment policy;

(b)  the Company will not conduct any significant trading activity; and

(c)  not more than 10% in aggregate of the value of the total assets of the Company at the time the investment is made will be invested in other listed closed-ended investment funds. The Listing Rules provide an exception to this restriction to the extent that those investment funds have stated investment policies to invest no more than 15% of their total assets in other listed closed-ended investment companies.

Derivatives

The Company may invest in derivatives, money market instruments and currency instruments including contracts for difference, futures, forwards and options. These investments may be used for hedging positions against movements in, for example; equity markets, currencies and interest rates. In addition, these instruments will only be used for efficient portfolio management purposes. The Company will not use such instruments to engage in trading transactions. The Company will not maintain derivative positions should the total underlying exposure of these positions exceed one times adjusted total capital reserves.

TABLE OF CONTENTS

Investment Objectives and Policy............................................... ifc

Performance Summary.................................................................. 3

Company Summary........................................................................ 4

Chairman's Statement & Interim Management Report .......... 6

Responsibility Statement........................................

8

Investment Advisers' Reports.................................

9

Schedule of Principal Investments.......................

11

 

Statement of Comprehensive Income (unaudited)............... 13

Statement of Financial Position (unaudited).......................... 14

Statement of Cash Flows (unaudited)..................................... 15

Statement of Changes in Equity (unaudited).......................... 16

Notes to the Financial Statements (unaudited) .................... 18

Directors and Advisers ............................................................... 42

 

 

2       ACORN INCOME FUND LIMITED Half-yearly Financial Report 2014


Performance Summary

for the six months ended 30 June 2014


30/6/2014

31/12/2013

% change

Total Return Performance*

Total Return on Gross Assets* ##

Total Return on Net Assets (assets attributable to shareholders)*

Numis Small Company (ex Investment Companies) Index

FTSE All Share Index

FTSE Small Cap (ex Investment Companies) Index

n/a n/a 15,724.56 5471.17 5520.75

n/a n/a 15,818.00 5,385.63 5,497.16

+1.89 +1.52 -0.59 +1.59 +0.43

Share Price and NAV Returns




Ordinary Shares




Ordinary Share Price

329.50p

365.00p

-9.72

Ordinary Share NAV**

359.20p

359.97p

-0.21

Ordinary Share IFRS NAV#

356.13p

356.66p

-0.15

Capital return on Gross Assets



+0.67

Ordinary Share Total Return*



-8.12

Discount (-) Premium (+) to NAV on Ordinary Shares

-8.27%

+1.40%

-9.67

ZDP Shares




ZDP Share Price

128.25p

121.00p

+6.00

ZDP NAV**

119.52p

113.35p

+5.44

ZDP IFRS NAV#

118.39p

114.72p

+3.20

Discount (-) Premium (+) to NAV on ZDP Shares

+7.3%

+6.75%

+8.15

Package discount (-) Premium (+) to




NAV Combined Ordinary and ZDP Shares

-3.46%

+3.00%

-6.46


6 months to

6 months to

%


30/6/2014

30/6/2013

change

Dividends and Earnings




Revenue return per ordinary share

7.59p

6.65p

+14.14

Dividends declared per ordinary share

6.25p

6.00p

+4.17

 

* assumes dividends reinvested

** NAV calculated in accordance with the Articles

# NAV calculated in accordance with International Financial Reporting Standards ## adjusted for the issue of new Ordinary and ZDP Shares

Half-yearly Financial Report 2014 ACORN INCOME FUND LIMITED                                3


Company Summary

Capital Structure

Bank Loan                                                                                 As at 30 June 2014 the Company had no bank loans outstanding.

Zero Dividend Preference Shares (1p each)                     21,937,916 (excluding treasury shares).

The ZDP Shares will have a final capital entitlement of 138 pence per ZDP Share on 31 January 2017 subject to there being sufficient capital in the Company. The ZDP Shares are not entitled to any dividends. ZDP shareholders rank ahead of the ordinary shareholders in regards to rights as to capital. The ZDP shareholders have the right to receive notice of all general meetings of the Company, but do not have the right to attend or vote unless the business of the meeting involves an alteration of the rights attached to the ZDP Shares, in which case the holders of ZDP Shares can attend and vote.

Ordinary Shares (1p each)                                                16,343,334 (excluding treasury shares).

The Ordinary Shares, excluding treasury shares, are entitled to participate in all dividends and distributions of the Company. On a winding-up holders of Ordinary Shares are entitled to participate in the distribution and the holders of Ordinary Shares are entitled to receive notice of and attend and vote at all general meetings of the Company.

Treasury Shares                                                            As at 30 June there were 1,535,000 Ordinary and 2,060,455 ZDP

Shares held in treasury.

Shareholder Funds                                                             £64.22 million as at 30 June 2014.

Market Capitalisation of the Ordinary Shares                   £58.91 million as at 30 June 2014.

The Board                                                                      The Board consists of three independent non executive directors,

Helen Green (Chairman), Nigel Ward and David Warr (the "Directors").

Investment Manager                                                         Premier Asset Management (Guernsey) Limited ("PAMG Ltd"), is a

subsidiary of Premier Asset Management Limited ("PAM Ltd"). PAM Ltd had approximately £2.86 billion of funds under management as at 30 June 2014. PAMG Ltd is licensed under the provisions of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, by the Guernsey Financial Services Commission to carry on controlled investment business.

Investment Advisers                                                    Premier Fund Managers Limited ("PFM Ltd") - the Company's

 Income Portfolio is managed by Paul Smith and Nigel Sidebottom.

Unicorn Asset Management Limited ("Unicorn Ltd") - the Company's Smaller Companies Portfolio is managed by Simon Moon and Fraser Mackersie.

Secretary                                                                    JTC (Guernsey) Limited provide the Company's secretarial and

administrative services.

4     ACORN INCOME FUND LIMITED Half-yearly Financial Report 2014


Company Summary (continued)

Management Fee                                                             0.7% per annum (Total Assets) charged 75% to capital and 25% to

revenue, plus performance fee. Minimum annual management fee £100,000.

Financial Calendar

Company's year end                                                           31 December

Annual results announced                                                     April

Annual General Meeting                                                     20 August 2014

Company's half year end                                                       30 June

Half year results announced                                                 August

Dividend payments                                                           At the end of March, June, September and December

Half-yearly Financial Report 2014 ACORN INCOME FUND LIMITED                                  5


Chairman's Statement and Interim Management Report

30 June 2014


Dear Shareholder,

During the first half of 2014 the FTSE All Share Index (Total Return) rose 1.59%. The Smaller Companies Portfolio out performed the Numis Smaller Companies (ex Investment Companies) Index (NCSI (ex CI)) (Total Return), which fell 0.59%. The Company's net asset value per share (NAV) fell fractionally from 359.97p to 359.20p over the 6 months but with 6.25p of dividends per share distributed over the period total return was 1.52%. The rating of the shares deteriorated over the period with the ordinary shares starting the year on a premium of 1.4% and finishing the first half on a discount of 8.27%. As a consequence share price total return was -8.12%.

Investment commentary

We started the year with some caution as smaller quoted companies had had a very strong run the previous year. However, with interest rates remaining low and indications of economic recovery in the US and the UK our investment advisers for the Smaller Companies Portfolio sought out opportunities to increase exposure to the UK domestic economy and take profits from some of the successful investment in overseas earners that had been a focus of previous years. In the Income Portfolio our adviser remained cautious on the longer term outlook for interest rates but was able to actively manage the duration of the fixed interest portfolio to good effect and participate in some of the new loss absorbing instruments being issued in the financial sector.

John McClure

It was with great sadness that in early June the Directors received the news that John McClure, who had been involved with managing the Company's Smaller Companies Portfolio since 1999, had passed away. John was a highly respected fund manager and had many friends in the fund management industry. The Directors recognised in John not only his skill and depth of experience as a fund manager but also his complete commitment to the Company. Many of the Company's shareholders will have met John over the years. He will be greatly missed by his colleagues and all those who knew him.

Shareholders will, understandably be concerned as to what arrangements were in place to ensure continuity in the management of the Smaller Companies Portfolio. I can reassure investors that the management of the Smaller Companies Portfolio remains in very capable hands.

6      ACORN INCOME FUND LIMITED Half-yearly Financial Report 2014


Unicorn Ltd operated a team approach where investment decisions were made by consensus between members of the team. John had been supported by Simon Moon and Fraser Mackersie since 2008 and in December 2013 Simon and Fraser were appointed co-managers of the Smaller Companies Portfolio alongside John. The investment process remains unaltered with the same focus on high quality income generating investments. This approach, which has worked so successfully for the Company since its inception, remains core to Unicorn Ltd's investment philosophy.

The Income Portfolio remains under the capable management of Paul Smith and his fixed interest team at PFM Ltd and Nigel Sidebottom, PFM's deputy chief investment officer and head of closed end funds remains closely involved with all strategic decisions.

Placing Programme and discount management

The Company continued to issue shares under the placing programme and during the half year £6.175 million was raised through the issue/sale from treasury of 1.165 million ordinary shares and 1.564 million ZDP Shares issued. The new shares were issued at a premium to the 'package' net asset value and in a ratio to maintain the capital structure of the company.

There was some selling of the Company's shares in reaction to the announcement of John's passing, the timing of which coincided with a modest downturn in the small companies sector, and these two factors moved the Ordinary Shares to a discount. At this point the Board considered it appropriate to initiate use of its powers to buy back shares as part of a programme to reduce discount volatility. During June the Company bought back 200,000 Ordinary Shares and 268,464 ZDP Shares, which were all placed into treasury. All buy backs have been conducted at a discount to the 'package' net asset value and in a ratio to maintain the capital structure of the Company.

With a view to limiting the ongoing volatility of the Company's share price relative to net asset value, the Board currently intends to continue to operate the Company's placing and share buyback programmes. Since 30 June 2014 the Company has bought back a further 500,000 Ordinary Shares and 671,160 ZDP Shares of which 200,000 Ordinary Shares and 268,464 ZDP Shares have been held in treasury and 300,000 Ordinary Shares and 402,696 ZDP Shares have been cancelled*. Shareholders should note, however, that these programmes are subject


Chairman's Statement and Interim Management Report(continued)

30 June 2014

always to the discretion of the Directors, the conditions prevailing in the investment markets in which the Company invests, and the maintenance of the current ratio between Ordinary Shares and ZDP Shares.

*figure as at latest practicable date before publication 20 August 2014

Dividends and Earnings

Revenue earnings per share for the half year were 7.59p (6.65p: 2013). Two interim dividends were paid during the period. A first interim of 3p was paid on 28 March 2014 and the second interim was increased by 8.3% to 3.25p and paid on 27 June 2014.

Alternative Investment Fund Managers Directive (AIFMD)

The Company has notified the Guernsey Financial Services Commission that it is a self-managed Alternative Investment Fund (AIF) and has registered with the Financial Conduct Authority to market shares in the UK under the Private Placement Regime. The Board reviewed all risk management policies and processes and introduced additional measures to ensure that the monitoring of risks can be carried out in accordance with the AIFMD.

Outlook

The expectation of rising interest rates has been priced into fixed interest markets for some time however our investment adviser continues to keep duration below average for the sector as a precaution against a steeper or earlier rise in rates than the market anticipates. We expect default rates on bonds to remain low and opportunities to arise for our adviser to exploit mispriced credit risks.

Our investment adviser for UK equities has positioned the Smaller Companies Portfolio so as to benefit from a recovering domestic economy. Whilst there are sectors, such as high street retailers, that we expect will continue to struggle, we believe that our Smaller Companies Portfolio offers potential for above average growth in earnings and dividends without being overvalued.

Helen Green Chairman

20 August 2014

Half-yearly Financial Report 2014 ACORN INCOME FUND LIMITED                                7


Responsibility Statement

for the period from 1 January 2014 to 30 June 2014

We confirm that to the best of our knowledge:

·     the condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting;

·     the interim management report includes a fair review of the information required by:

(a) 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; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) 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 entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

Signed on behalf of the Board of directors on 20 August 2014.

Helen Green Chairman


Investment Advisers' Reports


The Smaller Companies Portfolio

During the six months to 30 June 2014 the Smaller Companies Portfolio rose by 1.6% (before expenses) compared to a fall of 0.59% by the NSCI (ex IC).

It was an active six month period for the Smaller Companies Portfolio, which initiated five new positions, including participation in four Initial Public Offerings ("IPOs"). Seven existing positions were also exited in full.

Following two calendar years of strong performance in small and mid caps the challenge of finding high quality income opportunities has undoubtedly increased. Despite facing slightly tougher market conditions we identified five new investment opportunities during the period which met our strict investment criteria. All five new holdings, which are outlined below, offer dividend income comfortably above market levels combined with the prospect of long term capital growth.

As noted earlier four of the new investments were added to the portfolio at the IPO stage. These new investments were Flowtech Fluidpower plc ("Flowtech"), a distributor of technical fluid power products; DX Group plc (DX Group), a parcel delivery and logistics business; Clipper Logistics plc (Clipper Logistics), a retail logistics specialist and River and Mercantile Group plc, an asset management and advisory business. Whilst the IPO market has become increasingly crowded during the last six months we remain highly selective and continue to assess new investments against our strict investment criteria. Pleasingly all four IPOs ended the period at a premium to their issue price, generating an average return of over 18%. Outside of the IPO market but staying with the theme Numis Corporation plc ("Numis") was also added to the Smaller Companies Portfolio during the period. Numis provides investment banking and stock broking services, primarily in the UK, and has brought more IPOs to the main market than any other firm since the start of 2013.

The strongest contribution to performance during the period came from Tyman plc, the international supplier of components to the door and window industry, which ended the period 20.9% higher. Safestyle UK, the double glazing business also performed strongly, rising by 19.8% during the period. Pleasingly the next three top performers were all new additions to the Smaller Companies Portfolio during the first half of the year, with Flowtech, DX Group and Clipper Logistics, all making meaningful contributions to performance.


The largest negative contribution to performance came from Secure Trust Bank plc, which ended the period 14.6% lower. The stock enjoyed an exceptionally strong year in 2013, rising by 85% and finishing the year near all time highs. Whilst the relatively short period of underperformance in the current year is disappointing the stock remains a core long term holding. Fenner plc also performed poorly during the period and this position was exited in full.

The Smaller Companies Portfolio has continued to selectively increase exposure to the domestic recovery whilst retaining a meaningful weighting towards high quality international earners.

Simon Moon and Fraser Mackersie Unicorn Asset Management Limited

Income Portfolio

Markets

Credit markets were characterised by a steady grind tighter in spreads, with the iTraxx Main (Investment Grade) and Xover (High Yield) repeatedly setting news tights as investors continued to reach for yield, accepting progressively lower returns in exchange for credit risk. Net new issuance turned positive during the period but was well absorbed, with the majority of new issues being subscribed many times over.

Markets maintained their focus on central bank action, which came from the European Central Bank (the "ECB") in the form of two successive cuts in the main refinancing rate, and a move to negative ECB deposit rates as Mario Draghi President of the ECB, continued to do 'whatever it takes'. The cost of borrowing for peripheral European Sovereigns fell sharply, to levels not seen since before the Eurozone crisis began.

In the UK, gilt investors' attention shifted from benign inflation data, and also unemployment data following a revision of the Monetary Policy Committee's forward guidance criteria, to indicators of slack in the labour market and any potential move by the central bank to arrest the rising housing market and prevent a potential bubble. Market expectations for the timing of a rise in interest rates were brought forward on comments from multiple committee members and improvements in economic data. 3-Month Sterling LIBOR gradually rose from 0.51% to 0.53%. Gilt yield volatility remained elevated relative to historical norms throughout the period, steadily

Half-yearly Financial Report 2014 ACORN INCOME FUND LIMITED                                  9


Investment Advisers' Reports (continued)

decreasing from a post-crisis peak at the beginning of the reporting period.

Portfolio Activity

The Income Portfolio significantly outperformed the broader bond market during the period while exhibiting noticeably lower volatility. Outperformance was once again attributable to strong selection of credit sectors and specific bond issues with our shorter duration reducing the degree of outperformance for most of 2014 so far.

Additions to the Income Portfolio included First Group plc based on strong covenant protection and expectation of creditor-friendly action from management, and Contingent Convertibles from Societe Generale and KBC Groep NV at attractive yields. We reduced our underweight position in utilities during the first half, adding both Northumbrian Water plc and a Thames Water plc issue, which have outperformed peers to date. The additional allocation of money to the Income Portfolio led to purchases of high quality corporates including McDonalds, Pepsi and AT&T, while a recently issued convertible from the UK property group Helical Bar provided a little more punch to proceedings.

Among our investment companies, we sold holdings in Invesco Perpetual Enhanced Income and Merchants High Yield Trust as share prices rose to material premiums relative to respective NAVs, and took profits on part of the holding in Tritax Big Box REIT (Tritax) following strong performance since issue and news that Tritax is now considering the introduction of bank debt. We subsequently subscribed to a further placing of equity made by Tritax at a material discount. The increased allocation to the Income Portfolio in June resulted in a higher than average cash weighting whilst we sought opportunities across the credit spectrum.

Paul Smith

Premier Fund Managers Limited


Schedule of Principal Investments

as at 30 June 2014

TOP 10 HOLDINGS

NOMINAL                                                                  VALUATION

HOLDINGS                                                               HOLDINGS

GBP

TOTAL
ASSETS

%

Smaller Companies Portfolio



VP plc

466,414                                       3,129,638

3.70

Cineworld Group plc

889,071                                       2,906,373

3.43

RPC Group plc

450,000                                       2,821,500

3.33

Electrocomponents plc

940,000                                       2,469,380

2.92

Berendsen plc

249,014                                       2,436,602

2.88

Tyman plc

882,242                                       2,390,876

2.82

Menzies (John) plc

330,000                                       2,199,450

2.60

UK Mail Group plc

368,349                                       2,160,367

2.55

Primary Health Properties

624,596                                       2,142,364

2.53

Brewin Dolphin Holdings plc

680,506                                       2,106,166

2.49


24,762,717

29.25

Income Portfolio



UK Treasury 8% 2021

500,000                                           682,125

0.81

Societe Generale 8.25% CoCo Perp - 2018

1,000,000                                       643,049

0.76

Real Estate Credit 8% 2017

550,000                                           596,750

0.70

Ecofin Water & Power Opportunities 6% CULS 2016

545,000                                           577,700

0.68

GE Capital Funding 8% 2039

350,000                                           538,745

0.64

Credit Suisse 7.875% CoCo 2041-2016

700,000                                           441,950

0.54

University of Cambridge 3.75% 2052

400,000                                           400,152

0.47

Helical Bar 4% Convertible 2019

400,000                                           399,668

0.47

Rolls 3.375%

400,000                                           387,544

0.46

SVG Capital Plc 8.25% CULS 2016

350,000                                           384,762

0.45


5,052,445

5.96

TOTAL

29,815,162

35.21


Schedule of Principal Investments

as at 31 December 2013

TOP 10 HOLDINGS

NOMINAL                                                                                 VALUATION

HOLDINGS                                                                              HOLDINGS

GBP

TOTAL
ASSETS

%

Smaller Companies Portfolio



VP plc

466,414                                                 3,106.317

3.92

RPC Group plc

450,000                                                 2,655,000

3.35

Electrocomponents plc

940,000                                                 2,618,840

3.31

Cineworld Group plc

673,539                                                 2,547,661

3.22

Secure Trust Bank plc

83,009                                                   2,407,261

3.04

Menzies (John) plc

330,000                                                 2,336,400

2.95

Berendsen plc

249,014                                                 2,309,605

2.92

Primary Health Properties

624,596                                                 2,184,525

2.76

Hill & Smith plc

413,766                                                 2,132,964

2.69

Brewin Dolphin Holdings plc

680,506                                                 2,075,543

2.62


24,374,116

30.78

Income Portfolio



Real Estate Credit 8% 2017

550,000                                                    577,500

0.73

Nationwide 10.25% CCDS 2049

5,000                                                         573,165

0.72

GE Capital Funding 8% 2039

350,000                                                    521,997

0.66

Credit Suisse 7.875% CoCo 2041 - 2016

700,000                                                    457,661

0.58

UK Treasury 1.25% Index Linked 2017

300,000                                                    430,835

0.54

Lloyds 7.5884% CoCo 2020

400,000                                                    423,096

0.53

Tritax Big Box Reit plc

400,000                                                    409,000

0.52

SVG Capital plc 8.25% CULS 2016

350,000                                                    387,464

0.49

University of Cambridge 3.75% 2052

400,000                                                    382,744

0.48

Standard Life UK 3.5% CULS

300,000                                                    378,000

0.48


4,541,462

5.73

TOTAL

28,915,578

36.50


Statement of Comprehensive Income (unaudited)

for the period ended 30 June 2014


Notes

Revenue

GBP

Period ended 30 June 2014 Capital GBP

Total
GBP

Period ended
30 June 2013

Total

GBP

Net gains on financial assets designated as at fair value through profit or loss

Gains on derivative financial instruments Investment income

10

4

3

-

-

1,577,625

509,443

216,548

-

509,443

216,548

1,577,625

3,195,760

(11,757)

782,505

Total income and gains Expenses

5

1,577,625

(352,505)

725,991

(266,333)

2,303,616

(618,838)

3,966,508

(308,327)

Return on ordinary activities before finance costs and taxation

Interest payable and similar charges

7

1,225,120

-

459,658

(736,042)

1,684,778

(736,042)

3,658,181

(455,821)

Return on ordinary activities before taxation Taxation on ordinary activities Other comprehensive income


1,225,120

-

-

(276,384)

-

-

948,736

-

-

3,202,360

-

-

Total comprehensive income for the period attributable to Ordinary Shareholders


1,225,120

(276,384)

948,736

3,202,360



Pence

Pence

Pence

Pence

Return per Ordinary Share

9

7.59

(1.71)

5.88

34.77

Dividend per Ordinary Share

8

6.25

0.00

6.25

6.00

Return per ZDP Share

9

-

3.40

3.40

3.63

 

The supplementary revenue return and capital return columns have been prepared in accordance with the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC").

In arriving at the results for the financial period, all amounts above relate to continuing operations. No operations were acquired or discontinued in the period.

The notes on pages 18 to 41 form an integral part of these financial statements.


Statement of Financial Position (unaudited)

as at 30 June 2014


Notes

30 Jun 2014

GBP

31 Dec 2013

GBP

NON-CURRENT ASSETS

Financial assets designated as at fair value through profit or loss

10

81,817,118

75,976,377

CURRENT ASSETS




Receivables

11

876,715

723,023

Cash and cash equivalents


1,884,670

2,458,412

Derivative financial instruments

18

93,937

73,305



2,855,323

3,254,740

TOTAL ASSETS


84,672,440

79,231,117

CURRENT LIABILITIES




Payables - due within one year

12

495,082

702,658

NON-CURRENT LIABILITIES




ZDP shares

13

25,973,297

23,681,183

TOTAL LIABILITIES


26,468,379

24,383,841

NET ASSETS


58,204,061

54,847,276

EQUITY




Share capital

14

178,783

153,781

Share premium


29,440,744

20,411,044

Treasury shares

15

(5,627,395)

-

Revenue reserve


653,420

447,558

Special reserve

18

10,000,000

10,000,000

Capital reserve

18

23,558,509

23,834,893

TOTAL EQUITY


58,204,061

54,847,276



Pence

Pence

Net asset value per Ordinary Share (per Articles)


359.20

359.97

Net asset value per Ordinary Share (per IFRS)


356.13

356.66

Net asset value per ZDP Share (per IFRS)


118.39

114.72

Net asset value per ZDP Share (per Articles)


119.52

113.35

 

The financial statements on pages 18 to 41 were approved by the Board of Directors and authorised for issue on 20 August 2014 and signed on its behalf by:

David Warr                                                                                 Nigel Ward

The notes on pages 18 to 41 form an integral part of these financial statements


Statement of Cash Flows (unaudited)

for the period ended 30 June 2014


Notes

Period ended 30 Jun 2014

GBP

Period ended
30 Jun 2013

GBP

Operating activities




Return on ordinary activities before taxation


948,736

3,202,360

Net gains on financial assets designated as at fair value through profit or loss

10

(509,443)

(3,195,760)

Investment income

3

(1,577,625)

(782,505)

Interest expense

7

736,042

455,821

Increase in derivative financial assets


(20,632)

(70,734)

Increase in derivative financial liabilities


-

19,255

(Decrease)/Increase in payables and appropriations

12

(207,576)

64,297

Increase in receivables excluding accrued investment income

11

(917)

(60,970)

Net cash used in operating activities before investment income


(631,415)

(368,236)

Investment income received


1,424,850

745,132

Net cash from operating activities before taxation


793,435

376,896

Tax paid


-

-

Net cash from operating activities after taxation


793,435

376,896

Investing activities




Purchase of financial assets

10

(34,160,093)

(23,925,140)

Sale of financial assets

10

28,828,795

16,901,032

Net cash flow from investing activities


(5,331,298)

(7,024,108)

Financing activities




Equity dividends paid

8

(1,019,258)

(552,042)

Sale of treasury shares

15

-

641,775

Proceeds from issue of Shares


3,656,322

6,580,414

Cost of issue of Ordinary Shares


(229,014)

(262,046)

Proceeds from issue of ZDP Shares


1,565,609

3,419,586

Cost of issue of ZDP Shares


(9,537)

(25,495)

Net cash flow from financing activities


3,964,121

9,802,192

(Decrease)/increase in cash and cash equivalents


(573,742)

3,154,980

Cash and cash equivalents at beginning of period


2,458,412

618,376

Cash and cash equivalents at end of period


1,884,670

3,773,356

The notes on pages 18 to 41 form an integral part of these financial statements





Statement of Changes in Equity (unaudited)

as at 30 June 2014


Share Capital
30 Jun 2014

GBP

Share Premium 30 Jun 2014

GBP

Treasury Reserve 30 Jun 2014

GBP

Revenue Reserve 30 Jun 2014

GBP

Special Reserve 30 Jun 2014

GBP

Capital Reserve 30 Jun 2014

GBP

Total

30 Jun 2014

GBP

Balance as at 1 January 2014

153,781

20,411,044


447,558

10,000,000

23,834,893

54,847,276

Total comprehensive income for the period attributable to shareholders

-

-

-

1,225,120

-

(276,384)

948,736

Dividends

-

-

-

(1,019,258)

-

-

(1,019,258)

Treasury shares acquired


-

(6,411,998)


-

-

(6,411,998)

Treasury shares sold

-

-

1,448,433


-

-

1,448,433

Buyback of Ordinary Shares

-

-

(663,830)


-

-

(663,830)

Transfer between reserves


-

-


-

-

-

Issue of Ordinary shares

25,002

9,258,714

-

-

-

-

9,283,717

Ordinary share issue costs


(229,014)

-

-

-

-

(229,014)

Balance as at 30 June 2014

178,783

29,440,744

(5,627,395)

653,420

10,000,000

23,558,509

58,204,061


Statement of Changes in Equity (unaudited) (continued)

as at 31 December 2013


Share Capital
31 Dec 2013

GBP

Share Premium 31 Dec 2013

GBP

Treasury Reserve 31 Dec 2013

GBP

Revenue Reserve 31 Dec 2013

GBP

Special Reserve 31 Dec 2013

GBP

Capital Reserve 31 Dec 2013

GBP

Total

31 Dec 2013

GBP

Balance as at 1 January 2013

89,398

79,173

(303,211)

297,363

10,000,000

12,630,415

22,793,138

Total comprehensive income for the year attributable to shareholders

-

-

-

1,528,953

-

11,204,478

12,733,431

Dividends

-

-

-

(1,378,758)

-

-

(1,378,758)

Treasury shares acquired

-

-

(5,815,445)

-

-

-

(5,815,445)

Treasury shares sold

-

338,564

6,210,501

-

-

-

6,549,065

Transfer between reserves


91,845

(91,845)

-

-

-

-

Issue of Ordinary Shares

64,383

20,426,716

-

-

-

-

20,491,099

Ordinary Share issue costs


(525,254)

-

-

-

-

(525,254)

Balance as at 31 December 2013

153,781

20,411,044


447,558

10,000,000

23,834,893

54,847,276


Notes to the Financial Statements

for the period ended 30 June 2014

1       ACCOUNTING POLICIES

(a) Basis of preparation

The financial statements, which give a true and fair view, have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), the AIC's SORP (as revised in January 2009) where this is consistent with the requirements of IFRS and in compliance with The Companies (Guernsey) Law, 2008. All accounting policies adopted for the period are consistent with IFRS issued by the IASB. The financial statements have been prepared on an historical cost basis except for the measurement at fair value of financial assets designated as at fair value through profit or loss and derivative financial instruments.

The following Standards or Interpretations have been adopted in the current period. Their adoption has not had any impact on the amounts reported in these Financial Statements and it is not expected to have any impact on future financial periods:

IAS 32 Financial Instruments: Presentation - (amendments effective for annual periods beginning on or after 1 January 2014). The amendment to IAS 32 clarifies that an entity currently has a legally enforceable right to set-off if its right is not contingent on a future event and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties.

IAS 39 Financial Instruments: Recognition and Measurement (amendments to permit an entity to elect to continue to apply hedge accounting requirements) effective earlier than annual periods beginning on or after 1 January 2014). Under the amendments there would be no need to discontinue hedge accounting if hedging derivatives was novated, provided certain criteria are met.

The following Standards or Interpretations have been issued but not yet adopted in the current periods:

IFRS 8 - Operating Segments (effective for annual periods beginning on or after 1 July 2014). This amendment will require that an entity discloses the judgements made by management in applying the aggregation criteria to operating segments. It also clarifies that an entity shall only provide reconciliation of the total of the reportable segments' assets to the entity's assets if the segment assets are reported regularly.

IFRS 9 - Financial Instruments - Accounting for financial liabilities and derecognition. IFRS 9 (2009) deals with recognition, derecognition, classification and measurement of financial assets and financial liabilities. The standard contains two primary measurement categories for financial assets: at amortised cost and fair value. A financial asset would be measured at amortised cost if it is held with a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value.

Other requirements of IFRS 9 relating to classification and measurement of financial liabilities are unchanged from IAS 39. The requirement of IFRS 9 relating to derecognition are unchanged from IAS 39

IFRS 9 (2013) introduces new requirements for hedge accounting that align hedge accounting more closely with an entities risk management approach.

With the issue of IFRS 9 (2013) the mandatory effective date was removed and an effective date for IFRS 9 will be determined when the outstanding impairment guidance and a limited scope amendment to classification of financial assets are issued. Current application of IFRS 9 is however permitted.

IFRS 13 Fair value measurement - (amendment effective for annual periods beginning on or after 1 July 2014). Clarifies that the scope of the portfolio exception defined in paragraph 52 of IFRS 13 includes all contract accounted for within the scope of IAS 39 Financial instruments: Recognition and Measurement or IFRS 9 Financial Instruments, regardless of whether they meet the definition of financial assets or financial liabilities as defined in IAS 32 Financial Instruments.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

1       ACCOUNTING POLICIES (continued)

(a)      Basis of preparation (continued)

IAS 24 Related Party Disclosure (amendments effective for annual periods beginning on or after 1 July 2014). Clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity.

The Directors have considered the above and are of the opinion that these Standards and Interpretations are not expected to have an impact on the Company's financial statements except for the presentation of additional disclosure and changes to the presentation of components of the financial statements. These items will be applied in the first financial period for which they are required.

(b)      Use of estimates and judgements

The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Management use estimates and judgements in allocating expenses between Revenue and Capital and in ascertaining the risk disclosures contained in Note 18. Management use estimates and judgements in valuing the market value of the investments contained in Note 10.

(c)      Ordinary share capital

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are recognised as a deduction from equity.

(d)      Zero Dividend Preference shares

Under IAS 32, the ZDP Shares are classified as financial liabilities and are held at amortised cost. Appropriation for the period in respect of ZDP Shares is included in the Statement of Comprehensive Income as a finance cost and is calculated using the effective interest method ("EIR"). The costs of issue and premium of the ZDP Shares are being amortised over the period until the ZDP Shares will be redeemed.

(e)      Taxation

The Company has been granted exemption under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 from Guernsey Income Tax, and has elected to remain exempt following changes in the Guernsey tax regime. The Company pays an annual fee of £600.

(f)       Treasury shares

Treasury shares are classified as a deduction from equity and recorded for the consideration paid.

(g)      Capital reserve

The following are accounted for in this reserve:

- gains and losses on the realisation of investments;

- expenses charged to this account in accordance with the policy below;

- increases and decreases in the valuation of the investments held at the year end; and

- unrealised exchange differences of a capital nature.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

1       ACCOUNTING POLICIES (continued)

(h)      Expenses

All expenses are accounted for on an accruals basis. Expenses are charged to the capital reserve where a connection with the maintenance or enhancement of the value of the investments can be demonstrated.

75% of the Company's management fee and financing costs are charged to the capital reserve in line with the Board's expected long-term split of returns between income and capital gains from the investment portfolio.

100% of any performance fee, commissions paid and the appropriation in respect of ZDP Shares is charged to the capital account. All other expenses are charged through the revenue account.

(i)       Investment income

Interest income and distributions receivable are accounted for on an accruals basis. Interest income relates only to interest on bank balances. Bond income is accounted for on the EIR basis. Dividends are recognised on the ex-dividend date. All investment income is treated as a revenue item in the Statement of Comprehensive Income.

(j)       Foreign currency translation

The currency of the primary economic environment in which the Company operates (the functional currency) is Great British Pounds (GBP) which is also the presentational currency.

Transactions denominated in foreign currencies are translated into GBP at the rate of exchange ruling at the date of the transaction.

Monetary assets and liabilities, other than investments, denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income. Foreign exchange differences relating to investments are taken to the capital reserve. Realised and unrealised foreign exchange differences on non-capital assets or liabilities are taken to the Statement of Comprehensive Income in the period in which they arise.

(k)      Cash and cash equivalents

Cash and cash equivalents are defined as cash in hand, demand deposits and short term, highly liquid investments readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash, deposits at bank and money market deposits, with a maturity of less than 3 months.

(l)       Investments

All investments have been designated as financial assets at "fair value through profit or loss". Investments are initially recognised on the date of purchase at fair value, with transaction costs recognised in the Statement of Comprehensive Income. Unrealised gains and losses on movement in fair value of investments are recognised in the Statement of Comprehensive Income. Investments are derecognised on the date of sale. Gains and losses on the sale of investments will be taken to the Statement of Comprehensive Income in the period in which they arise. For investments actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices as at the close of business on the reporting date.

(m)     Derivatives

Derivatives consist of forward exchange contracts which are stated at market value, with the resulting net realised and unrealised gains and losses being reflected in the Statement of Comprehensive Income.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

1       ACCOUNTING POLICIES (continued)

(n)      Trade date accounting

All "regular way" purchases and sales of financial assets are recognised on the "trade date", i.e. the date that the entity commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of the asset within the timeframe generally established by regulation or convention in the market place.

(o)      Segmental reporting

The Company retains two Investment Advisers, Unicorn Asset Management Limited and Premier Fund Managers Limited for the Smaller Companies Portfolio and Income Portfolio respectively. As the Board reviews the performance of each portfolio separately and decides on the allocation of resources based on this performance, the Board has determined that the Company has two reportable segments (30 June 2013: two).

The Board is charged with setting the Company's investment strategy in accordance with the Prospectus. They have delegated the day to day implementation of this strategy to its Investment Advisers but retain responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions. The investment decisions of the Investment Advisers are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Board. The Investment Advisers have been given full authority to act on behalf of the Company, including the authority to purchase and sell securities and other investments on behalf of the Company and to carry out other actions as appropriate to give effect thereto. Whilst the Investment Advisers may make the investment decisions on a day to day basis regarding the allocation of funds to different investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Advisers. The Board therefore retains full responsibility as to the major allocation decisions made on an ongoing basis. The Investment Advisers will always act under the terms of the Prospectus which cannot be radically changed without approval of the Board and the shareholders.

The key measure of performance used by the Board to assess the company's performance and to allocate resources is the total return on the Company's net asset value ("NAV"), as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.

The schedule of principal investments held as of the period end are presented in the Investment Advisers' Report.

(p)      Going Concern

The Company has adequate financial resources and as a consequence, the Directors believe the Company is well placed to manage its business risks successfully. In reaching this conclusion, the Directors have considered the liquidity of the Company's portfolio of investments as well as its cash position, income and expense flows. In addition, during 2011 the Company passed its continuation vote and is not subject to a further continuation vote until 2016.

2 OPERATING SEGMENTS

The Company has two reportable segments, being the Income Portfolio and the Smaller Companies Portfolio. Each of these portfolios is managed separately as they entail different investment objectives and strategies and contain investments in different products.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

2 OPERATING SEGMENTS (continued)

For each of the portfolios, the Board reviews internal management reports on a quarterly basis. The objectives and principal investment products of the respective reportable segments are as follows:

Segment                                                             Investment objectives and principal investments products

Income Portfolio                                                      To maximise income through investments in sterling denominated fixed interest

securities including corporate bonds, preference and permanent interest bearing shares, convertibles, reverse convertibles, debentures and other similar securities.

Smaller Companies Portfolio                                            To maximise income and capital growth through investments in smaller‑

capitalised UK companies.

Information regarding the results of each reportable segment follows. Performance is measured based on the increase in value of each portfolio, as included in the internal management reports that are reviewed by the Board.

Segmental information is measured on the same basis as that used in the preparation of the Company's financial statements.


Income
Portfolio

GBP

Smaller Companies Portfolio GBP

Unallocated

GBP

Total GBP

30 June 2014 External revenues:

Net gains on financial assets designated as at fair value





through profit or loss

412,525

96,918

-

509,443

Losses on derivative financial instruments

-

-

216,548

216,548

Investment income:





Bank interest

-

-

79

79

Dividend income

51,956

1,075,570

-

1,127,526

Bond income

450,020

-

-

450,020

Total income and gains

914,501

1,172,488

216,627

2,303,616

Expenses

-

-

(618,838)

(618,838)

Interest payable and similar charges

-

-

(736,042)

(736,042)

Total comprehensive income for the period attributable to shareholders

914,501

1,172,488

(1,138,253)

948,736


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

2 OPERATING SEGMENTS (continued)


Income Portfolio

GBP

Smaller Companies Portfolio GBP

Unallocated

GBP

Total GBP

30 June 2014

Financial assets designated as at fair value through





profit or loss

20,634,699

61,182,418

-

81,817,118

Receivables

454,754

402,170

19,791

876,715

Derivative financial instruments

-

-

93,937

93,937

Cash and cash equivalents

866,358

830,120

188,193

1,884,670

Total assets

21,955,811

62,414,708

301,921

84,672,440

Derivative financial liabilities

-

-

-

-

Payables

-

-

495,082

495,082

Total liabilities


-

495,082

495,082

 


Income Portfolio

GBP

Smaller Companies Portfolio GBP

Unallocated

GBP

Total GBP

31 December 2013 External revenues:

Net gains on financial assets designated as at fair value





through profit or loss

618,539

12,525,410

-

13,143,949

Gains on derivative financial instruments

-

-

93,555

93,555

Investment income:





Bank interest

-

-

170

170

Dividend income

114,996

1,299,400

-

1,414,398

Bond income

525,201

-

-

525,201

Total income and gains

1,258,736

13,824,810

93,725

15,177,273

Expenses

-

-

(1,348,088)

(1,348,088)

Interest payable and similar charges

-

-

(1,095,754)

(1,095,754)

Total comprehensive income for the year attributable to shareholders

1,258,736

13,824,810

(2,350,117)

12,733,431


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

2 OPERATING SEGMENTS (continued)


Income Portfolio

GBP

Smaller Companies Portfolio GBP

Unallocated

GBP

Total GBP

31 December 2013

Financial assets designated as at fair value through





profit or loss

15,243,477

60,732,900

-

75,976,377

Receivables

463,269

256,172

3,582

723,023

Derivative financial instruments

-

-

73,305

73,305

Cash and cash equivalents

511,577

302,978

1,643,858

2,458,412

Total assets

16,218,323

61,292,049

1,720,745

79,231,117

Derivative financial liabilities

-

-

-

-

Payables

-

-

702,658

702,658

Total liabilities


-

702,658

702,658

 

Geographical information

In presenting information on the basis of geographical segments, segment revenue and segment assets are based on the domicile countries of the investees and counterparties to derivative transactions.

  Other                  Rest of

UK              Guernsey                  Jersey                   Europe               the World                    Total

GBP                     GBP                     GBP                      GBP                     GBP                     GBP

30 June 2014 External revenues

Total Revenue                                           1,286,035            102,169               75,568               95,900                17,874         1,577,546

  Other                  Rest of

UK              Guernsey                  Jersey                   Europe               the World                    Total

GBP                     GBP                     GBP                      GBP                     GBP                     GBP

31 December 2013 External revenues

Total Revenue                                           1,688,513            127,924               35,171               63,874                24,116         1,939,598

The Company did not hold any non-current assets during the period other than financial instruments (December 2013: 0).

Major customers

The Company regards its shareholders as customers. There were no shareholders with a holding greater than 10% at the period end.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

3         INVESTMENT INCOME

Period ended 30 Jun 2014

GBP

Period ended
30 Jun 2013

GBP

Bank interest

79

82

Dividend income

1,127,526

589,257

Bond income

450,020

193,166


1,577,625

782,505

4        GAINS/(LOSSES) ON DERIVATIVE FINANCIAL INSTRUMENTS




Period ended

Period ended


30 Jun 2014

30 Jun 2013


GBP

GBP

Unrealised gain/(loss) on forward foreign currency contracts

93,937

(99,815)

Realised gain on forward foreign currency contracts

122,611

16,617

Depreciation on fair value of derivative financial assets


71,441


216,548

(11,757)


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

5         EXPENSES

Revenue

GBP

Period ended 30 Jun 2014

Capital

GBP

Total
GBP

Manager's fee*

73,843

221,528

295,371

Performance fee*

-

-

-

Administrator's fee

58,158

-

58,158

Registrar's fee

9,578

-

9,578

Directors' fees

38,609

-

38,609

Custody fees

22,607

-

22,607

Audit fee

20,929

-

20,929

Directors' and Officers' insurance

3,771

-

3,771

Annual fees

6,781

-

6,781

Bank charges

1,288

-

1,288

Commission paid

-

44,805

44,805

Legal and professional fees

10,767

-

10,767

Broker fees

18,515

-

18,515

Sundry costs

16,930

-

16,930

Loss on foreign exchange

70,729


70,729


352,505

266,333

618,838

 

*The Company has entered into a Management Agreement with Premier Asset Management (Guernsey) Limited, a wholly-owned, Guernsey incorporated subsidiary of Premier Asset Management Limited. The Manager receives a management fee of 0.7% per annum of total assets (subject to a minimum fee of £100,000) calculated monthly and payable quarterly in arrears, out of which it pays fees to the Investment Advisers. The Manager is also paid a shareholder communication and support fee, currently £3,100 for the twelve months from 1 April 2014 to 31 March 2015. The Manager is also potentially entitled to a performance fee of 15% of any excess of the NAV per Ordinary Share (together with any dividends paid by reference to the relevant period) over the higher of the First Benchmark or the Second Benchmark. The First Benchmark is calculated as the NAV per Ordinary Share immediately following completion of the tender offer, in January 2007, compounded at a rate of 10.0% per annum up to the relevant calculation day. The Second Benchmark being the higher NAV on the last day in the prior period is used if a performance fee was paid in that prior period. The Management Agreement may be terminated by either party on 12 months' written notice.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

5         EXPENSES (continued)

Revenue

GBP

Period ended 30 Jun 2013

Capital

GBP

Total
GBP

Manager's fee

35,652

106,957

142,609

Administrator's fee

30,617

-

30,617

Registrar's fee

3,589

-

3,589

Directors' fees

35,699

-

35,699

Custody fees

8,866

-

8,866

Audit fee

11,716

-

11,716

Directors' and Officers' insurance

2,837

-

2,837

Annual fees

8,372

-

8,372

Bank charges

1,003

-

1,003

Commission paid

-

31,551

31,551

Broker fees

9,808

-

9,808

Sundry costs

18,797

-

18,797

Loss on foreign exchange

2,863


2,863


169,819

138,508

308,327

6        DIRECTORS' REMUNERATION




 

Under the terms of their appointment, each Director is paid a fee of £20,000 per annum by the Company In addition the Chairman receives £7,500 per annum (in total remuneration £27,500) and both the Chairman of the Audit Committee and the Remuneration and Management Engagement Committee each receive an additional £5,000 , (total remuneration for each post being £25,000).

7 INTEREST PAYABLE AND SIMILAR CHARGES

Period ended 30 Jun 2014                                             Period ended 30 Jun 2013

GBP                     GBP                     GBP                       GBP                   GBP                      GBP

Appropriation in respect of

ZDP shares                                                                    -                   689,186            689,186                      -                 418,306             418,306

Amortisation of ZDP issue costs                                                       46,856               46,856                                           37,515              37,515

-                     736,042            736,042                     -                  455,821             455,821


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

8 DIVIDENDS IN RESPECT OF ORDINARY SHARES

Period ended

30 Jun 2014

Pence

GBP             per share

 

First interim payment

481,600

3.00

Second interim payment

537,658

3.25


1,019,258

6.25

 


Year ended

31 Dec 2013

GBP

Pence per share

First interim payment

261,744

3.00

Second interim payment

178,796

2.00

Third interim payment

111,502

1.00

Fourth interim payment

373,518

3.00

Fifth interim payment

453,198

3.00


1,378,758

12.00

9        EARNINGS PER SHARE



 

Ordinary Shares

The total return per Ordinary Share (per IFRS) is based on the total return on ordinary activities for the period attributable to Ordinary shareholders of £948,736 (Jun 2013: £3,202,360) and on 16,143,911 (Jun 2013: 9,207,380) shares, being the weighted average number of shares in issue during the period. There are no dilutive instruments and therefore basic and diluted gain per share is identical.

The revenue return per Ordinary Share (per IFRS) is based on the revenue return on activities for the period attributable to Ordinary shareholders of £1,225,120 (Jun 2013: £612,686) and on 16,143,911 (Jun 2013: 9,207,380) shares, being the weighted average number of shares in issue during the period. There are no dilutive instruments and therefore basic and diluted gain per share is identical.

The capital return per Ordinary Share (per IFRS) is based on the capital loss on ordinary activities for the period attributable to Ordinary shareholders of £276,384 (Jun 2013: gain of £2,589,674) and on 16,143,911 (Jun 2013: 9,207,380) shares, being the weighted average number of shares in issue during the period. There are no dilutive instruments and therefore basic and diluted gain per share is identical.

ZDP shares

The return per ZDP Share (per IFRS) is based on the appropriation in respect of ZDP Shares and the amortisation of ZDP Share issue costs totalling£736,042 (Jun 2013: £455,821) and on 21,670,227 (Jun 2013: 12,540,964) shares, being the weighted average number of ZDP Shares in issue during the period.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

10           FINANCIAL ASSETS DESIGNATED AS AT FAIR VALUE THROUGH PROFIT OR LOSS

30 Jun 2014

GBP

31 Dec 2013

GBP

INVESTMENTS



Opening portfolio cost

52,881,014

23,711,877

Unrealised appreciation on valuation brought forward

23,095,363

10,647,059

Opening valuation

75,976,377

34,358,936

Movements in the period/year



Purchases at cost

34,160,093

59,932,096

Sales



- proceeds

(28,828,795)

(31,458,604)

- realised gains on sales

2,521,143

695,645

Unrealised (depreciation)/appreciation on valuation for the period/year

(2,011,700)

12,448,304

Fair value of investments at 30 June 2014

81,817,118

75,976,377

Closing book cost

60,733,455

52,881,014

Closing unrealised appreciation

21,083,663

23,095,363


81,817,118

75,976,377

Realised gains on sales

2,521,143

695,645

(Decrease)/increase in unrealised appreciation

(2,011,700)

12,448,304

Net gains on financial assets designated as at fair value through profit or loss

509,443

13,143,949

 

As at 30 June 2014, the closing fair value of investments comprises £63,518,773 (Dec 2013: £63,507,047) of equity shares and £18,298,344 (Dec 2013: £12,414,432) of fixed income securities.

IFRS 13 requires the fair value of investments to be disclosed by the source of inputs using a three-level hierarchy as detailed below:

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2);

Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

10 FINANCIAL ASSETS DESIGNATED AS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

The Investments held by the Company have been classified as Level 1. This is in accordance with the fair value hierarchy.

Details of the value of each classification are listed in the table below. Values are based on the market value of the investments as at the reporting date:

Financial assets designated as at fair value through profit or loss

30 Jun 2014            30 Jun 2014          31 Dec 2013          31 Dec 2013

Market Value          Market Value         Market Value         Market Value

%                      GBP                         %                     GBP

 

Level 1

100

81,817,118

100

75,976,377

Total

100

81,817,118

100

75,976,377

 

Derivative financial assets and liabilities designated as at fair value through profit or loss

30 Jun 2014            30 Jun 2014          31 Dec 2013          31 Dec 2013

Market Value          Market Value         Market Value         Market Value

%                      GBP                         %                     GBP

Level 2 derivative financial assets                                                                             100               93,937                     100               73,305

Level 2 derivative financial liabilities                                                                          100                         -                    100

There have been no transfers between levels of the fair value hierarchy during the period under review. It is the Company's policy to recognise all the transfers into the levels and transfers out of the levels at the end of the reporting period. Transfers into each level shall be disclosed and discussed separately from transfer out of each level.

The derivative financial instruments held by the Company have been classified as Level 2. This is in accordance with the fair value hierarchy. The Company uses widely recognised valuation models for determining fair value of derivative financial instruments that use only observable market data and require little management judgement and estimation.

11     RECEIVABLES




30 Jun 2014

31 Dec 2013


GBP

GBP

Prepayments

19,971

3,582

Accrued income

641,171

488,396

Sundry receivables

215,753

231,045


876,715

723,023


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

12           PAYABLES

(amounts falling due within one year)

30 Jun 2014

GBP

31 Dec 2013

GBP

Accrued expenses

308,869

679,776

Broker creditors

159,558

-

Trade creditors

26,655

22,882


495,082

702,658

13     ZDP SHARES




30 Jun 2014

31 Dec 2013


GBP

GBP

ZDP Share entitlement

25,973,297

23,681,183

The above entitlement comprises the following:



20,642,306 ZDP Shares issued 31 December 2013

22,147,580

12,000,000

3,356,065 ZDP Shares issued during the period

3,899,340

-

523,504 ZDP Shares sold out of treasury during the period

643,617


2,583,959 Buyback of ZDP Shares during the period

(2,977,348)

-

8,642,305 ZDP Shares issued during the year to December

-

9,977,006

2,357,107 Buyback of ZDP Shares during the year to December

-

(2,625,985)

2,357,107 ZDP Shares sold out of treasury during the year to December

-

2,796,559

Appropriation in respect of ZDP Shares

2,508,076

1,818,890

ZDP value (calculated in accordance with the Articles)

26,221,265

23,966,470

ZDP issue costs

(376,888)

(367,351)

Issue costs amortised

128,920

82,064

ZDP value (calculated in accordance with IFRS)

25,973,297

23,681,183

 

The fair value of the ZDP Shares is considered to be the same as the value calculated in accordance with IFRS.

ZDP Shares carry no entitlement to income distributions to be made by the Company. The ZDP Shares will not pay dividends but have a final capital entitlement at the end of their life on 31 January 2017 of 138 pence. It should be noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the Company's gross assets being sufficient on 31 January 2017 to meet the final capital entitlement of ZDP Shares. If the Company had been wound up on 30 June 2014, the ZDP Shares would have had an entitlement of 117.24 pence each. The ZDP Shares have the right to receive notice of and attend, but shall not have the right to vote at, any general meeting.

Under the Articles of Incorporation, the Company is obliged to redeem all of the ZDP Shares on 31 January 2017 (if such redemption has not already been effected).

The number of authorised ZDP Shares is 50,000,000. The number of issued ZDP Shares is 21,937,916 (2013: 20,642,306). The non-amortisation of the ZDP Shares in line with the Articles has the effect of increasing the NAV per Ordinary Share by 3.07 pence.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

14 SHARE CAPITAL

Authorised                                                                                                                                                                                                         GBP

Ordinary Shares of 1p each                                                                                                                                                                   unlimited

Issued                                                                                                                                                                                                          Number of

shares

The issue of Ordinary Shares took place as follows:

Ordinary Shares                                                                                                                                            11 February 1999 29,600,002

Tender offer                                                                                                                                                                            17 January 2007 (20,660,212)

Purchase of treasury shares - Year ended 31 December 2011                                                                                             (215,000)

Placing - Year ended 31 December 2013                                                                                                                                6,438,339

Purchase of treasury shares - Year ended 31 December 2013                                                                                          (1,756,000)

Shares sold out of Treasury - Year ended 31 December 2013                                                                                            1,971,000

Number of shares in issue at 31 December 2013                                                                                                                 15,378,129

Issue from treasury shares during the period                                                                                                                            2,500,205

Buyback of Ordinary Shares during the period                                                                                                                        (1,925,000)

Shares sold out of Treasury during the period                                                                                                                             390,000

Number of shares in issue at 30 June 2014                                                                                                                                    16,343,334

GBP

Issued and fully paid capital as at 30 June 2014                                                                                                                                 178,783

The Ordinary Shares (excluding treasury shares) are entitled to participate in all dividends and distributions of the Company. On a winding-up holders of Ordinary Shares are entitled to participate in the distribution and the holders of Ordinary Shares are entitled to receive notice of and attend and vote at all general meetings of the Company.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014



15      TREASURY RESERVES




30 Jun 2014

31 Dec 2013


GBP

GBP

Balance as at 1 January 2014

-

(303,211)

Buyback of shares during the period

(7,075,828)

(5,815,445)

Treasury shares sold during the period

1,448,433

6,210,501

Transfer between reserves

-

(91,845)

Balance as at 30 June 2014

(5,627,395)

-

 

30 Jun 2014          31 Dec 2013

No. Shares           No. Shares

Balance as at 1 January 2014                                                                                                                                                 -    215,000

Buyback of shares during the period                                                                                                                      1,925,000 1,756,000

Treasury shares sold during the period                                                                                                                  (390,000) (1,971,000)

Balance as at 30 June 2014                                                                                                                                   1,535,000                           -

The Treasury Shares were purchased in the market at various prices ranging from £3.30 to £3.72 and held by the Company in treasury.

16 RELATED PARTIES

Premier Asset Management (Guernsey) Limited is the Company's Investment Manager and operates under the terms of the management agreement in force which gives it complete control over the Company's investment portfolio.

£295,371 (Jun 2013: £142,609) of costs were incurred by the Company with this related party in the period, of which £150,214 (Dec 2013: £636,168) was due to this related party as at 30 June 2014.

The directors' remuneration is disclosed in Note 6.

17 FINANCIAL INSTRUMENTS

The Company's main financial instruments comprise:

(a)      Cash and cash equivalents that arise directly from the Company's operations;

(b)      Investments in listed entities and derivative financial assets;

(c)      ZDP shares; and

(d)      Derivative financial assets.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The following table details the categories of financial assets and liabilities held by the Company at the reporting date:


30 Jun 2014

GBP

31 Dec 2013

GBP

Financial assets

Financial assets at fair value through profit or loss

81,817,118

75,976,377

Derivative financial instruments

93,937

73,305

Total financial assets at fair value through profit or loss

81,911,055

76,049,682

Loans and receivables

2,761,386

3,181,435

Total assets

84,672,440

79,231,117

Financial liabilities

Financial liabilities at fair value through profit or loss: Accrued expenses

Derivative financial liabilities

495,082

-

702,658

-

Total financial liabilities at fair value through profit or loss

495,082

702,658

Financial liabilities measured at amortised cost

25,973,297

23,681,183

Total liabilities excluding net assets attributable to holders of Ordinary Shares

26,468,379

24,383,841

 

Loans and receivables presented above represents cash and cash equivalents, balances due from brokers and other receivables as detailed in the Statement of Financial Position.

Financial liabilities measured at amortised cost presented above represents accrued expenses and ZDP Shares as detailed in the Statement of Financial Position.

Derivative financial assets presented above represent forward foreign exchange contracts. Long gilts exist and are valued initially at date of purchase at fair value. Unrealised gains and losses on movement in fair value are recognised in the Statement of Comprehensive Income.

The main risks arising from the Company's financial instruments are market price risk, credit risk, liquidity risk, interest rate risk and foreign exchange risk. The Board regularly review and agrees policies for managing each of these risks and these are summarised in notes 18(a) to 18(f).


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(a)      Market Price Risk

Market price risk arises mainly from uncertainty about future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Investment Advisers actively monitor market prices and report to the Board as to the appropriateness of the prices used for valuation purposes. The Investment Advisers also attempt to minimise market price risk by undertaking a detailed analysis of the risk/reward relationship of each investee company prior to any investment being made.

Details of the Company's Investment Objective and Policy are given inside the front cover of this Report. Price sensitivity

The following details the Company's sensitivity to a 15% increase and decrease in the market prices, with 15% being the sensitivity rate used when reporting price risk internally to key management personnel and representing management's assessment of the possible change in market prices.

At 30 June 2014, if market prices had been 15% higher with all the other variables held constant, the return attributable to shareholders for the period would have been £12,272,568 (Dec 2013: £11,396,457) greater, due to the increase in the fair value of financial assets at fair value through profit or loss. This would represent an increase in Net Assets of 21.09% (Dec 2013: 20.78%).

If market prices had been 15% lower with all the other variables held constant, the return attributable to shareholders for the period would have been £12,272,568 (Dec 2013: £11,396,457) lower, due to the decrease in the fair value of financial assets at fair value through profit or loss. This would represent a decrease in Net Assets of 21.09% (Dec 2013: 20.78%).

(b)      Credit Risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company. The Directors receive financial information on a regular basis which is used to identify and monitor risk. It is Company policy not to invest more than 20% of the gross assets of the Company in the securities of any one company or group at the time the investment is made.

The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties. At 30 June 2014 the Company's largest exposure to a single investment was £3,129,638 (Dec 2013: £3,106,317), 3.7% (Dec 2013: 3.92%) of total assets.

Investors should be aware that the prospective returns to Shareholders mirror the returns under the Quoted Securities held or entered into by the Company and that any default by an issuer of any such Quoted Security held by the Company would have a consequential adverse effect on the ability of the Company to pay some or all of the entitlement to Shareholders. Such a default might, for example, arise on the insolvency of an issuer of a Quoted Security.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18       FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(b)      Credit Risk (continued)



The Company's financial assets exposed to credit risk are as follows:




30 Jun 2014

31 Dec 2013


GBP

GBP

Financial assets designated as at fair value through profit or loss (fixed income securities only)

18,320,292

12,414,432

Cash and cash equivalents

1,884,670

2,458,412

Interest, dividends and other receivables

876,715

723,023


21,081,678

15,595,867

 

The credit ratings of the bonds in the Income Portfolio, as rated by Moody's Investor Services Inc ("Moody's") were:

Rating

30 Jun 2014

31 Dec 2013

Aaa

3.62%

2.51%

Aa

13.63%

9.89%

A

27.87%

8.62%

Baa

13.96%

14.04%

Ba

0.00%

9.11%

B

2.91%

3.98%

WR

0.00%

0.00%

No rating available

38.01%

51.85%

 

The cash and cash equivalents were held with BNP Paribas, which at the time of signing this report held a credit rating, as rated by Moody's, of A2.

(c) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments. The Company's main financial commitment is its ongoing operating expenses and the settlement of the obligation upon maturity of the ZDP Shares on 31 January 2017. The ZDP liability will be settled through realisation of the Company's investment portfolio.

The Investment Advisers ensure that the Company has sufficient liquid resources available to fulfil its operational plans and to meet its financial obligations as they fall due. This is monitored by carrying out a solvency calculation on a quarterly basis by reference to management accounts and revenue projections. The Board will approve, if appropriate, a Solvency Certificate resolution prior to declaring any interim distributions.

The ZDP Shares will not pay dividends but will have a final capital entitlement at the end of their life on 31 January 2017 of 138 pence. It should be noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the Company's gross assets being sufficient on 31 January 2017 to meet the final capital entitlement of the ZDP Shares.

The Board intend to monitor the financial position of the Company to ensure that it has sufficient liquid resources available to fulfil its obligation upon maturity of the ZDP Shares.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18       FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(c)      Liquidity Risk (continued)

The table below details the residual contractual maturities of financial liabilities:

As at 30 June 2014:

1-3 months

GBP

Over 1 year

GBP

Financial assets



Financial assets designated as at fair value through profit or loss

81,817,118

-

Receivables

876,715

-

Cash and cash equivalents

1,884,670



84,578,504


Financial liabilities including derivatives



Payables - due within one year

495,082

-

ZDP Share entitlement

-

30,274,324


495,082

30,274,324

As at 31 December 2013:




1-3 months

Over 1 year


GBP

GBP

Financial assets



Financial assets designated as at fair value through profit or loss

75,976,377

-

Receivables

723,023

-

Cash and cash equivalents

2,458,412



79,157,712

-

Financial liabilities including derivatives



Payables - due within one year

702,658

-

ZDP Share entitlement

-

28,486,382


702,658

28,486,382


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(d) Interest Rate Risk

The Company could hedge interest rate risk using various different methods.

The following table details the Company's exposure to interest rate risks. It includes the Company's assets and liabilities at fair values, categorised by the earlier of contractual re-pricing or maturity date measured by the carrying value of the assets and liabilities:


Less than 1 month

GBP

Fixed interest

GBP

Non-interest Bearing

GBP

Total GBP

Financial Assets

Financial assets at fair value through profit or loss on

initial recognition

Cash and cash equivalents

Interest, dividends and other receivables

Derivative financial instruments

- 1,884,670 - -

18,320,292 - - -

63,496,825 - 876,715 93,937

81,817,118 1,884,670 876,715 93,937

Total Financial Assets

1,884,670

18,320,292

64,467,477

84,672,440

Financial Liabilities Payables

ZDP Share entitlement

-

-

-

25,973,297

495,082

-

495,082

25,973,297

Total Financial Liabilities

-

25,973,297

495,082

26,468,379

Total interest sensitivity gap

1,884,670

(7,653,005)



As at 31 December 2013:

Less than 1 month

GBP

Fixed interest

GBP

Non-interest Bearing

GBP

Total GBP

Financial Assets

Financial assets at fair value through profit or loss on

initial recognition

Cash and cash equivalents

Interest, dividends and other receivables

Derivative financial instruments

- 2,458,412 - -

12,414,432 - - -

63,561,945 - 723,023 73,305

75,976,377 2,458,412 723,023 73,305

Total Financial Assets

2,458,412

12,414,432

64,358,273

79,231,117

Financial Liabilities Payables

ZDP Share entitlement

-

-

-

23,681,183

702,658

-

702,658

23,681,183

Total Financial Liabilities

-

23,681,183

702,658

24,383,841

Total interest sensitivity gap

2,458,412

(11,266,751)




Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(d)      Interest Rate Risk (continued)

Interest rate sensitivity takes account of the effect of interest rate movements on cash balances, loan amounts and fixed interest securities. Interest rate risk does not affect the cash flows of the fixed interest securities but does affect the fair value and as such this sensitivity has been reflected in the market price risk disclosures at Note 18a.

Interest rate sensitivity

If interest rates had been 25 basis points higher and all other variables were held constant, the Company's return attributable to Shareholders for the period ended 30 June 2014 would have increased by approximately £2,356 (Dec 2013: £6,146) or 0% (Dec 2013: 0.01%) of Total Assets due to an increase in the amount of interest receivable on the bank balances.

If interest rates had been 25 basis points lower and all other variables were held constant, the Company's return attributable to Ordinary Shareholders for the period ended 30 June 2014 would have decreased by approximately £2,356 (Dec 2013: £6,146) or 0% (Dec 2013: 0.01 %) of Total Assets due to a decrease in the amount of interest receivable on the bank balances.

(e)      Foreign exchange risk

Forward currency transactions are used to hedge the foreign currency exposure in bonds, other investments and cash balances held within the portfolio. The purpose of the hedge is to protect the Company's assets from a decline in value that might arise from the depreciation of a foreign currency against Sterling.

At 30 June 2014, the Company's holdings in derivatives translated into GBP were as specified below:

Type of contract

Expiration

Underlying

Notional amount of contracts outstanding

Fair value assets

GBP

Forward

August 2014

Sold USD

400,000

1,786

Forward

August 2014

Sold USD

250,000

1,901

Forward

August 2014

Sold USD

4,475,000

36,551

Forward

August 2014

Sold EUR

2,425,000

53,699





93,937

At 31 December 2013:





Notional

   amount of             Fair value

contracts                  assets

Type of contract                                                                                                             Expiration            Underlying               outstanding                     GBP

 

Forward

February 2014

Sold USD

300,000.00

2,298

Forward

February 2014

Sold USD

35,000.00

278

Forward

February 2014

Sold EUR

1,425,000.00

15,052

Forward

February 2014

Sold USD

3,235,000.00

55,677





73,305


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(e) Foreign Exchange Risk (continued)

Exchange rate exposures are managed by minimising the amount of foreign currency held at any one time and entering into forward exchange contracts.

The following table sets out the Company's total exposure to foreign currency risk and the net exposure to foreign currencies of the monetary assets and liabilities:

30 June 2014

Monetary Assets

GBP

Monetary
Liabilities

GBP

Forward FX Contracts

GBP

Net Exposure

GBP

Euro

2,439,783

(159,558)

(1,994,786)

285,439

US Dollar

3,276,721

(24,741)

(3,036,263)

215,717

Australian Dollar

13

-

-

13

31 December 2013






Monetary

Monetary

Forward



Assets

Liabilities

FX Contracts

Net Exposure


GBP

GBP

GBP

GBP

Euro

1,406,764

-

(1,198,509)

208,255

US Dollar

2,310,212

-

(2,214,441)

95,772

Australian Dollar

12,418

-

-

12,418

 

Amounts in the above table are based on the carrying value of monetary assets and liabilities and the underlying principle amount of forward currency contracts.

(f) Capital Management

The principal investment objectives of the Company are to provide shareholders with a high income and also the opportunity for income and capital growth by investing primarily in smaller capitalised United Kingdom companies admitted to the Official List of the Financial Conduct Authority and traded on the London Stock Exchange or traded on AIM.

The Company's portfolio is invested in equities and high income and fixed interest and other income-bearing securities in order to achieve its investment objectives. It is the aim of the Company to provide both income and capital growth predominantly through investment of approximately 70% -80% of the portfolio in smaller capitalised United Kingdom companies. The Company also aims to further enhance income for shareholders by investing approximately 20% -30% of its assets in high yielding securities which will be predominantly fixed income securities (including corporate bonds, preference and permanent interest bearing shares, convertible and reverse convertible bonds and debentures) but may include up to 15% of the portfolio (measured at time of acquisition) in high yielding investment company shares.

As the Company's Ordinary Shares are traded on the London Stock Exchange, the Ordinary Shares may trade at a discount or premium to their Net Asset Value ("NAV") per share on occasion. However, the Directors and the Investment Manager monitor the discount on a regular basis and can use share buybacks to manage the discount.


Notes to the Financial Statements(continued)

for the period ended 30 June 2014

18 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(f) Capital Management (continued)

The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the Statement of Financial Position. Capital for the reporting periods under review is summarised as follows:

GBP

Distributable reserves                                                                                                                                                                 10,653,420

Share capital and share premium                                                                                                                                           29,619,527

Non distributable reserves                                                                                                                                                         23,558,509

Treasury shares                                                                                                                                                                           (5,627,395)

Total                                                                                                                                                                                                      58,204,061

The distributable reserves comprise the revenue reserve and the special reserve. The non distributable reserves comprise the capital reserve. The special reserve was created on the cancellation of part of the Company's share premium account. The Directors have resolved that the capital reserve is a non distributable reserve.

19 SUBSEQUENT EVENTS

Further to the authority granted to the Company at the EGM on the 6 January 2014, the company has undertaken a buyback programme and as at 20 August 2014 (the latest practicable date before publication) bought back 500,000 Ordinary Shares and 671,160 ZDP Shares since 30 June 2014, of which 200,000 Ordinary Shares and 268,464 ZDP Shares were held in treasury and 300,000 Ordinary Shares and 402,696 ZDP Shares have been cancelled.


Directors and Advisers


Board of Directors

Helen Foster Green (Chairman)  

John Nigel Ward

David John Warr

Investment Manager

Premier Asset Management (Guernsey) Limited

PO Box 156

Frances House

Sir William Place

St Peter Port

Guernsey GY1 4EU

Investment Adviser -

Smaller Companies Portfolio

Unicorn Asset Management Limited

Preacher's Court

The Charterhouse

Charterhouse Square

London EC1M 6AU

Investment Adviser - Income Portfolio

Premier Fund Managers Limited Eastgate Court

High Street

Guildford GU1 3DE

Administrator and Secretary

JTC (Guernsey) Limited

(formerly JTC Fund Managers (Guernsey) Limited)

PO Box 156

Frances House

Sir William Place

St Peter Port

Guernsey GY1 4EU

 


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