Half-yearly report

ABERFORTH GEARED CAPITAL & INCOME TRUST plc HALF YEARLY REPORT For the six months ended 30 June 2009 FEATURES Total Returns Total Assets + 15.0% Net Asset Value of Capital + 79.8% Shares1 First Interim Dividend per 5.9p (2008: 5.9p) Income Share 1 Capital Shares asset performance assumes Income Shares have a capital entitlement of 100p each. All data throughout this Half Yearly Report is to, or as at, 30 June 2009 as applicable, unless otherwise stated. CHAIRMAN'S STATEMENT TO SHAREHOLDERS Introduction For the six months to 30 June 2009, Aberforth Geared Capital & Income Trust plc (AGCiT) recorded a total return on total assets of 15.0%. The Hoare Govett Smaller Companies Index (Excluding Investment Companies) (HGSC (XIC)), which is representative of AGCiT's opportunity base, recorded a total return of 27.1% for the same period. The FTSE All-Share Index, representative of larger companies, showed a total return of 0.8%. AGCiT has a highly geared structure with a policy of maintaining gearing towards the maximum level over the long term. The structure and gearing were disadvantageous in 2007 and 2008 when stockmarkets generated negative returns but have assisted in creating value for Shareholders in the period of rising stockmarkets enjoyed since March. The net asset value of a Capital Share (assuming 100p prior charge for the Income Shares) has risen by 79.8% from 91.94p at 31 December 2008 to 165.32p at 30 June 2009. Borrowings and Interest Rate Swap AGCiT's borrowing consists of a long term facility of £34.3m. This facility expires on 31 December 2011. A supplementary overdraft facility of £4m, negotiated in 2004, expired on 31 May 2009 and has not been renewed. AGCiT has an interest rate swap in place that was established immediately following the formation of the Company. The intention to enter such a transaction was disclosed in the Company's prospectus. The purpose of the transaction was to reduce significantly the volatility in the interest cost and thus create more certainty for the Company's net income. The swap expires on 30 September 2011. The current value of the swap is negative £2,065,000 owing to the low level of prevailing interest rates in the UK compared to the rate at which the swap was agreed. This negative value is charged against Capital and is currently equivalent to -19.7p per Capital Share. It has always been the intention of your Board, ceteris paribus, to allow this swap arrangement to run until its maturity, at which point it will have a zero value. Dividends I am pleased to announce an unchanged first interim dividend payable to Income Shareholders of 5.9p. As I suggested in my statement in January, there has been a reduction in the dividends paid by UK companies and AGCiT has not been immune from this trend. Indeed, it is likely that dividends from the UK corporate sector will continue to decline throughout the remainder of this year. AGCiT's earnings per share for the first half of 2009 are sufficient to cover the payment of the 5.9p first interim dividend described above. For the full year, earnings are currently expected to be below the level of the 12.6p total dividend paid to Income Shareholders in 2008. Assuming current revenue estimates prove accurate, your Board anticipates utilising a portion of the revenue reserves to maintain the dividend payment at the 2008 level. Revenue reserves, after accounting for the first interim dividend of 5.9p, are equivalent to 6.45p per Income Share. The first interim dividend will be paid on 21 August 2009 to Income Shareholders on the register at 31 July 2009. The "ex dividend" date will be 29 July 2009. Performance While AGCiT's total asset total return against the UK stockmarket in general has been satisfactory, the deviation from the return of the smaller company universe deserves some explanation. The rally in the HGSC(XIC) since March 2009 has been dominated by significant returns from what might be considered higher risk equities of which the majority do not have the income characteristics consistent with AGCiT's investment requirements. I refer you to the Managers' report for a detailed analysis of this topic. Two factors give some comfort in regard to the most recent period. First the gearing employed by AGCiT has been assistive in generating returns in a rising market. Second, and with respect to income, analysis prepared by your Managers indicates that the income reduction experienced by AGCiT, as a result of lower dividends paid by its portfolio holdings, is considerably less than that experienced by its investment opportunity base in aggregate. Outlook It is pleasing to be able to report on an, as yet brief, period of positive returns for AGCiT. The recovery in stockmarkets since March has been encouraged by an improvement in credit conditions and by the apparent willingness of shareholders to refinance companies whose balance sheets required support. There are many more issues facing companies and markets and the path of recovery seems unlikely to be smooth. However, I have confidence in your Managers' ability to navigate the portfolio through these difficult times. Alastair C. Dempster Chairman 23 July 2009 MANAGERS' REPORT Investment Background It's really not supposed to be like this! Entering 2009, financial markets remained extraordinarily risk averse, with credit markets still under stress and much of the developed world in recession. Nevertheless, small UK quoted companies ended June having recorded their strongest half year relative return in eighteen years: the HGSC (XIC) produced a total return of 27.1%, which dwarfed the FTSE All-Share's 0.8%. In an international context, the performance of UK large companies was relatively good, with most major markets down by 10-15% in sterling terms. Alongside small companies, emerging markets were a bright spot, with Morgan Stanley's benchmark achieving a 19% capital gain in sterling terms. The rally in equity prices reflects a gradual relaxation in the extreme risk aversion that permeated financial markets in the wake of Lehman's collapse. This improvement in sentiment was in turn influenced by unprecedented monetary easing that has taken interest rates in much of the developed world to generational lows and introduced the reality of quantitative easing to economies outside Japan. The benefits of this trickled through the credit market and gradually brought corporate bond and money market spreads back from extended levels. At the same time, shareholders in highly indebted publicly quoted companies, faced with the alternative of insolvency, proved willing to fund equity issues. These developments allowed markets to reset their sights from an imminent descent into Depression and thus breathed life back into those companies that had been priced to fail. The first half also witnessed the return of the `decoupling trade', which is founded upon the notion that emerging economies, China in particular, can take up the strain of sustaining global demand as the US consumer succumbs to recession. This was the financial markets' last hope in the early months of 2008, when commodities were the principal beneficiaries, but was caught up in the all-consuming gloom of the second half. Its revival in 2009, manifest in the strong performance from emerging markets and the revival in commodities, reflects optimism that China's $600bn fiscal stimulus package might prove sufficient to keep its economy growing at close to the targeted 8% rate. While the risk of a return to the 1930s would appear to have receded, developments in real economies around the world have hardly made for pleasant reading. Industry has borne the brunt to date, with industrial production in the UK down by 12% year-on-year and in Japan by 31%. However, the financial markets this year have increasingly been focusing on the second derivative: the year-on-year declines two months earlier had been running at 13% in the UK and 37% in Japan. There is optimism, therefore, that, with the destocking cycle having played out, manufacturing may be through the worst. However, while these may indeed prove the `green shoots' of recovery, anecdotal evidence from companies remains mixed. Moreover, consumer spending, a crucial component of demand, is being assailed by a combination of falling house prices, rising unemployment, a resurgent oil price, and the inevitability of higher taxes to pay for the stimulus packages. With upwards pressure on savings ratios, it is tough to assess whether the declines in output have yet been sufficient to meet the adjusted levels of demand. Performance Analysis AGCiT's total asset total return over the first half was 15.0%. Given its geared capital structure, a positive absolute return is crucial and it makes a pleasant change from the problems of last year. The performance was nevertheless some way behind the 27.1% return of the HGSC (XIC), which defines AGCiT's opportunity base. The following paragraphs explain this performance. The rally enjoyed by the HGSC (XIC) was unusual not just in terms of its strength. It was powered by two groups of stocks: the "fallen stars" and the "100% club". · The fallen stars are a collection of 40 companies that were relegated to the HGSC (XIC) on its annual rebalancing on 1 January. Among these companies are familiar names, such as GKN and Rentokil, that once sat firmly in the FTSE 100. Often with substantial debt loads and large pension deficits, their share prices suffered horribly in 2008. However, the renewed appetite for risk and the feasibility of rescue rights issues have resuscitated many of these companies. In aggregate, the fallen stars accounted for 25% of the total market capitalisation of the HGSC (XIC) at the start of the year and for 29% of its 27.1% return over the first half. · The 100% club comprises the 55 companies in the HGSC (XIC) whose share prices at least doubled over the first half. Though there is an overlap of seven, most of these companies are much smaller than the fallen stars. Their cumulative weight within the HGSC (XIC) at the start of the year was 7%. However, given their price movements, they accounted for another 33% of its 27.1% return over the first half. AGCiT's experience of these two groups was mixed. It did reasonably well from the 100% club. Its four holdings in this category made a significant contribution to the strong absolute gains over the period, accounting for 28% of AGCiT's return. However, exposure to the fallen stars was low: the two holdings in this group were not large weights and together contributed just 5% of AGCiT's return. Indeed, much of AGCiT's under-performance against the HGSC (XIC) can be attributed to its low weighting in the fallen stars. There are two reasons for this under-weight position. · Reflecting the uncertain credit environment and impending recession, AGCiT's portfolio at the start of the year was still biased towards companies with strong balance sheets: one third of the portfolio by weight was invested in businesses with net cash. This cautious orientation was diametrically opposed to that of the fallen stars: their cumulative market capitalisation at the start of the year was £23bn, whereas their cumulative net debt was £50bn. Moreover, substantial pension deficits, which your Managers treat as debt when valuing businesses, are a feature of many fallen stars. · Given its investment objective, yield is always a fundamental focus for AGCiT. Confronted at the start of the year with a downturn of uncertain duration, your Managers considered the attractions of reasonably high and sustainable dividend yields to be particularly important. Consistent with this, AGCiT entered 2009 with an average portfolio yield of 6.1%. While six months is, in any case, too short a period for the benefits of such a strategy to play out, the stockmarket's focus was very much elsewhere: 22 of the 40 fallen stars cut their dividends over the past year, but these cutters actually out-performed the other 18 over the first half. While over this short period of six months the market has been willing to overlook dividend cuts, the underlying income experience has not been propitious. Dividends across the large company universe have been reduced by 16%. The fall across the HGSC (XIC) was 38%, almost one third of which can be attributed to the fallen stars. These declines compare unfavourably with the early 1990s recession, when the aggregate dividends of large companies were more or less unchanged, and small companies endured a drop of roughly 25%, spread over a three year period. Clearly, those companies that have been caught by both weaker trading and high gearing have little alternative but to cut their dividends. However, others have cut for no good reason. Fashion and weak advice seem to be influencing the thinking of many boards to the detriment of long term returns to shareholders. AGCiT's portfolio has not escaped unscathed but has fared relatively well: income generated by the portfolio over the twelve months to the end of June fell by roughly 15% year- on-year. This was not substantially out of line with your Managers' forecasts. The portfolio's income profile remains conservative: the top ten contributors account for one third of this year's expected income. Over its history, AGCiT has benefited disproportionately from M&A activity. In this, it has been helped by your Managers' preference for valuation measures based on enterprise values, which corporate acquirers tend also to use, over the simple price earnings ratio. This approach has, however, been of limited assistance so far in 2009 given the dearth of M&A transactions: only seven deals have been completed within the HGSC (XIC), compared with 42 over the course of 2008. Indeed, the stockmarket has swung decisively from de- equitisation to re-equitisation, with rights issues, notably among the fallen stars, rather than acquisitions keeping the investment bankers busy. Conclusion & Investment Outlook The first half of 2009 witnessed one of the strongest ever periods of performance from small companies. AGCiT participated and secured a good absolute return, which exceeded that of large companies but lagged the HGSC (XIC). With the benefit of hindsight, the portfolio was too conservatively oriented for the risk rally. Low exposure to the fallen stars has clearly hampered relative performance so far this year. The question now confronting your Managers is whether the fundamental developments over the quarter, including the tentative stabilisation in trading conditions and substantial equity issuance, justify the revaluations that these companies have enjoyed. On the whole the fallen stars remain plagued by the structural problems that originally deterred your Managers. Despite the rescue rights issues, these companies tend still to be highly indebted at a time of economic uncertainty. Indeed, in the case of at least one, there is speculation that another equity issue may be required. Moreover, the often substantial defined benefit pension schemes remain unaddressed. These factors may nevertheless be out- weighed by particularly low equity valuations. However, it is not clear that this is the case. The rally, the extra shares in issue and lower profits exacerbated by high gearing have combined to move the average PE of the fallen stars for the current year up to 11x and the average yield down to 2%. There are more attractive values on offer within the investment universe, most relevantly within the portfolio, whose average current year PE and yield are 8.7x and 4.7%. Within this are two holdings among fallen stars, but the abundance of attractive value opportunities resides further down the scale of market capitalisation, below the fallen stars and among the `smaller small' companies. With the FTSE 250 on a historic PE of 10x and the FTSE SmallCap on 7x, the discount for size within the HGSC (XIC) is at its most exaggerated in your Managers' experience. This is reflected in the portfolio's 27% over- weight position in these cheaper `smaller small' companies. A reversion of this discount to its long run average should, others things being equal, be positive for AGCiT's performance. Your Managers consider that this approach, rather than a belated pursuit of the fallen stars, is consistent with how the portfolio has been managed successfully over the long term. Indeed, relative performance has tended to lag in the initial phase of recovery but has improved as the initial euphoria abated, which proved the case most recently in 2003 and 2004. 30 June 2009 31 December 30 June 2008 2008 Characteristics AGCiT HGSC AGCiT HGSC AGCiT HGSC (XIC) (XIC) (XIC) Number of Companies 63 480 67 495 76 484 Weighted Average Market £303m £605m £249m £442m £317m £536m Capitalisation Price Earnings Ratio 7.3x 8.7x 6.4x 6.4x 9.2x 9.8x (Historic) Net Dividend Yield 5.2% 3.6% 6.1% 5.9% 4.2% 3.7% (Historic) Dividend Cover 2.7x 3.2x 2.6x 2.6x 2.6x 2.8x (Historic) As the table shows, the HGSC (XIC) ended June on a historic PE of 8.7x, which is up from 6.4x at the year end. At play here are both rising share prices and falling profits. This combination was a feature of the early 1990s recession, when small companies made strong absolute and relative gains from 1990 to 1993, despite profits declining in each year. The market is currently flirting with the notion that recovery is imminent. This is understandable: recovery is unarguably closer and several indicators are giving cause for some optimism. However, valuations for some of the main beneficiaries of a cyclical upturn have already reached levels that discount a relatively prompt return to peak profitability. This seems less plausible: the credit bubble was an unsustainable boost to demand and, notwithstanding government stimulus and re-equitisation, the de-leveraging process will take years to play out. Accordingly, the portfolio retains its bias towards businesses that have been temporarily overlooked in the rally, typically those with strong balance sheets and good dividend yields. The potential for further absolute gains and improved relative performance lies in the valuation advantage that the portfolio presently enjoys, in part a result of its bias to `smaller small' companies. Aberforth Partners LLP Managers 23 July 2009 INVESTMENT PORTFOLIO Fifty Largest Investments as at 30 June 2009 Valuation % of No Company £'000 Total Business Activity 1 Greggs 3,894 4.9 Retailer of sandwiches, savouries and other bakery products 2 Robert Wiseman Dairies 2,943 3.7 Processing and distribution of milk 3 JD Sports Fashion 2,677 3.4 Retailer of sports and leisurewear 4 Brown (N.) Group 2,548 3.2 Home shopping catalogue retailer 5 Domino Printing Sciences 2,478 3.2 Manufacture of industrial printing equipment 6 RPC Group 2,463 3.2 Manufacture of rigid plastic packaging 7 Beazley 2,389 3.0 Lloyds insurer 8 Spirax-Sarco Engineering 2,267 2.9 Engineering 9 Delta 2,217 2.8 Galvanising, manganese products and industrial supplies 10 Evolution Group 1,988 2.5 Stockbroker and private client fund manager Top Ten Investments 25,864 32.8 11 Dunelm Group 1,918 2.5 Homewares retailer 12 Spectris 1,874 2.4 Manufacture of precision instrumentation and controls 13 Halfords Group 1,868 2.4 Retailer of auto, leisure and cycling products 14 Headlam Group 1,825 2.3 Distributor of floorcoverings 15 Phoenix IT Group 1,662 2.1 IT services 16 Brewin Dolphin Holdings 1,658 2.1 Stockbroker and private client fund manager 17 Hampson Industries 1,613 2.0 Aerospace and automotive 18 Huntsworth 1,607 2.0 International public relations 19 Holidaybreak 1,539 2.0 Holiday, travel and educational services 20 Keller Group 1,431 1.8 Ground and foundation engineer Top Twenty Investments 42,859 54.4 21 Henderson Group 1,383 1.8 Investment manager 22 BSS Group 1,343 1.7 Distribution of plumbing supplies & tools 23 Collins Stewart 1,335 1.7 Stockbroker and private client fund manager 24 KCOM Group 1,283 1.6 Telecommunications services 25 Go-Ahead Group 1,228 1.6 Transport services 26 Wilmington Group 1,224 1.6 B2B information and training 27 RM 1,198 1.5 IT services for schools 28 Regus 1,168 1.5 Serviced offices 29 Interserve 1,139 1.4 Facilities, project & equipment services 30 office2office 1,129 1.4 Distribution of office products Top Thirty Investments 55,289 70.2 31 Microgen 1,106 1.4 Software and related services 32 Chaucer Holdings 1,089 1.4 Lloyds insurer 33 Venture Production 1,080 1.4 Oil exploration and development 34 Smiths News 1,072 1.4 Newspaper distributor 35 Bodycote 1,067 1.4 Industrial heat treatment 36 Micro Focus International 975 1.2 Software 37 UMECO 961 1.2 Advance composite materials and supply chain management 38 Castings 940 1.2 Engineering 39 Senior 830 1.1 Automotive and aerospace engineering 40 Hansard Global 822 1.0 Life assurance Top Forty Investments 65,231 82.9 41 Game Group 817 1.0 Retailer of pc and video games 42 Galliford Try 807 1.0 Housebuilding and construction services 43 Business Post 791 1.0 Mail services 44 Air Partner 778 1.0 Aircraft broker 45 Low & Bonar 768 1.0 Manufacture of industrial textiles 46 Anite 767 1.0 Software 47 Dialight 720 0.9 LED based lighting solutions 48 Charles Stanley Group 709 0.9 Stockbroker and private client fund manager 49 Future 663 0.9 Special interest consumer publisher 50 e2v technologies 658 0.8 Manufacture of electronic components and sub-systems Top Fifty Investments 72,709 92.4 Other Investments (13) 6,011 7.6 Total Investments 78,720 100.0 Net Liabilities (58,335) Total Net Assets 20,385 INTERIM MANAGEMENT REPORT Risks and Uncertainties A review of the half year and the outlook for the Company can be found in the Chairman's Statement and the Managers' Report. The Directors have established an ongoing process for identifying, evaluating and managing the key risks faced by the Company. The Board believes that the Company has a relatively high risk profile in the context of the investment trust industry. This belief arises from the Company employing a significant level of gearing to increase its yield and to provide the potential for a growing level of dividend income and the potential for geared capital appreciation (further information on the Company's gearing levels can be found in the Capital Structure section of this report). Some mitigating factors in the Company's risk profile include the facts that the Company has a relatively simple capital structure; invests only in a diversified portfolio of small UK quoted companies; and outsources all of its main operational activities to recognised, well-established firms. As the Company's investments consist of small UK quoted companies, the principal risks facing the Company are market related and include market price, interest rate, credit and liquidity risk. Additional risks faced by the Company include investment objective, investment policy, share price discount, regulatory risk and operational/financial risk. An explanation of these risks and how they are managed can be found in the Directors' Report contained within the 2008 Annual Report. These principal risks and uncertainties have not changed from those disclosed in the 2008 Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT The Directors confirm that, to the best of their knowledge: (i) the condensed set of financial statements has been prepared in accordance with the Statement `Half-yearly financial reports' issued by the UK Accounting Standards Board; and (ii) the half-yearly report includes a fair review of information required by: (a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events during the first six months of the year and their impact on the financial statements together with 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 disclosure of related party transactions and changes therein. On behalf of the Board Alastair C. Dempster Chairman 23 July 2009 The Income Statement, Balance Sheet, Summary Reconciliation of Movements in Shareholders' Funds, and Summary Cash Flow Statement are set out below: - INCOME STATEMENT (unaudited) For the six months ended 30 June 2009 Revenue Capital Total £ 000 £ 000 £ 000 Realised net losses on sales - (9,139) (9,139) Movement in fair value - 17,769 17,769 --------- ---------- ---------- - Net gains on investments - 8,630 8,630 Dividend income 2,034 74 2,108 Interest income 27 - 27 Other income 13 - 13 Investment management fee (83) (194) (277) Transaction costs - (145) (145) Other expenses (122) - (122) --------- ---------- ---------- - Net return before finance 1,869 8,365 10,234 costs and tax Finance costs: Interest (303) (706) (1,009) Change in fair valuation of - 46 46 interest rate swap --------- ---------- ---------- - 1,566 7,705 9,271 Finance costs: Dividends on Income Shares (1,642) - (1,642) classified as financial liabilities (Note 2) --------- ---------- ---------- - Return on ordinary (76) 7,705 7,629 activities before tax Tax on ordinary activities - - - --------- ---------- ---------- - Return attributable to (76) 7,705 7,629 shareholders ====== ====== ====== Returns per Share: (Note 3) Income Share 6.39p - 6.39p Capital Share - 73.38p 73.38p DIVIDENDS On 23 July 2009 the Board declared a first interim dividend for the year ended 31 December 2009 of 5.9p per Income Share (2008 - 5.9p) payable on 21 August 2009. INCOME STATEMENT (unaudited) For the six months ended 30 June 2008 Revenue Capital Total £ 000 £ 000 £ 000 Realised net losses on sales - (489) (489) Movement in fair value - (17,085) (17,085) --------- ---------- ---------- - Net losses on investments - (17,574) (17,574) Dividend income 2,384 636 3,020 Interest income 73 - 73 Other income 9 - 9 Investment management fee (151) (353) (504) Transaction costs - (231) (231) Other expenses (140) - (140) --------- ---------- ---------- - Net return before finance 2,175 (17,522) (15,347) costs and tax Finance costs: Interest (334) (782) (1,116) Change in fair valuation of - 1,007 1,007 interest rate swap --------- ---------- ---------- - 1,841 (17,297) (15,456) Finance costs: Dividends on Income Shares (1,642) - (1,642) classified as financial liabilities (Note 2) --------- ---------- ---------- - Return on ordinary 199 (17,297) (17,098) activities before tax Tax on ordinary activities (2) - (2) --------- ---------- ---------- - Return attributable to 197 (17,297) (17,100) shareholders ====== ====== ====== Returns per Share: (Note 3) Income Share 7.50p - 7.50p Capital Share - (164.73p) (164.73p) INCOME STATEMENT (unaudited) For the year ended 31 December 2008 Revenue Capital Total £ 000 £ 000 £ 000 Realised net losses on sales - (2,378) (2,378) Movement in fair value - (45,324) (45,324) --------- ---------- ---------- - Net losses on investments - (47,702) (47,702) Dividend income 4,482 848 5,330 Interest income 89 - 89 Other income 12 - 12 Investment management fee (276) (645) (921) Transaction costs - (373) (373) Other expenses (268) - (268) --------- ---------- ---------- - Net return before finance 4,039 (47,872) (43,833) costs and tax Finance costs: Interest (668) (1,560) (2,228) Change in fair valuation of - (1,757) (1,757) interest rate swap --------- ---------- ---------- - 3,371 (51,189) (47,818) Finance costs: Dividends on Income Shares (3,087) - (3,087) classified as financial liabilities (Note 2) --------- ---------- ---------- - Return on ordinary 284 (51,189) (50,905) activities before tax Tax on ordinary activities (2) - (2) --------- ---------- ---------- - Return attributable to 282 (51,189) (50,907) shareholders ====== ====== ====== Returns per Share: (Note 3) Income Share 13.75p - 13.75p Capital Share - (487.51p) (487.51p) RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS unaudited) For the six months ended 30 June 2009 Capital Share redemption Special Capital Revenue capital reserve reserve reserve reserve Total £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 Equity shareholders 105 50 9,674 (175) 3,102 12,756 funds as at 31 December 2008 Return attributable to - - - 7,705 (76) 7,629 shareholders ----- ----- ----- ----- ----- ----- Equity shareholders 105 50 9,674 7,530 3,026 20,385 funds as at 30 June 2009 ===== ===== ===== ===== ===== ===== For the year ended 31 December 2008 Capital Share redemption Special Capital Revenue capital reserve reserve reserve reserve Total £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 Equity shareholders 105 50 9,674 51,014 2,820 63,663 funds as at 31 December 2007 Return attributable to - - - (51,189) 282 (50,907) shareholders ----- ----- ------ ----- ----- ------ Equity shareholders 105 50 9,674 (175) 3,102 12,756 funds as at 31 December 2008 ===== ===== ===== ===== ===== ===== For the six months ended 30 June 2008 Capital Share redemption Special Capital Revenue capital reserve reserve reserve reserve Total £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 Equity shareholders 105 50 9,674 51,014 2,820 63,663 funds as at 31 December 2007 Return attributable to - - - (17,297) 197 (17,100) shareholders ----- ----- ----- ----- ----- ----- Equity shareholders 105 50 9,674 33,717 3,017 46,563 funds as at 30 June 2008 ===== ==== ===== ===== ===== ===== BALANCE SHEET (unaudited) As at 30 June 2009 30 June 31 30 June 2009 December 2008 2008 £'000 £'000 £'000 Fixed Assets: Investments Investments at fair value through 78,720 70,930 105,217 profit or loss ------- ------- ------- Current assets Amounts due from brokers 284 - 66 Interest rate swap - - 653 Other debtors 557 448 663 Cash at bank 11 - - ------- ------- ------- 852 448 1,382 ------- ------- ------- Creditors (amounts falling due within one year) Bank overdraft - (136) (554) Amounts due to brokers - (16) (628) Other creditors (45) (87) (86) ------- ------- ------- (45) (239) (1,268) ------- ------- ------- Net current assets/(liabilities) 807 209 114 ------- ------- ------- Total assets less current 79,527 71,139 105,331 liabilities Creditors (amounts falling due (59,142) (58,383) (58,768) after more than one year) (Note 5) ------- ------- ------- Total net assets 20,385 12,756 46,563 ====== ====== ====== Capital and reserves: Equity interests Called up share capital: Capital shares 105 105 105 Reserves: Capital redemption reserve 50 50 50 Special reserve 9,674 9,674 9,674 Capital reserve 7,530 (175) 33,717 Revenue reserve 3,026 3,102 3,017 ------- ------- ------- Total equity 20,385 12,756 46,563 ====== ====== ====== Net Asset Values: - per Capital Share 187.31p 120.16p 449.28p - per Income Share (Income 102.93p 100.57p 97.51p Shares are classified as financial liabilities) NOTE The Company had 24.5m Income Shares and 10.5m Capital Shares in issue as at 30 June 2009, 31 December 2008 and 30 June 2008. CASH FLOW STATEMENT (unaudited) For the six months ended 30 June 2009 6 months 6 months Year ended ended ended 30 June 30 June 31 December 2009 2008 2008 £'000 £'000 £'000 Net cash inflow from operating 1,609 2,831 4,850 activities ------- ------- ------- Taxation Taxation paid - (2) (2) ------- ------- ------- Net cash outflow from taxation - (2) (2) ------- ------- ------- Returns on investments and servicing of finance Interest and other finance costs (1,015) (1,096) (2,222) paid Dividends paid (1,642) (1,642) (3,087) ------- ------- ------- Net cash outflow from returns on investments and servicing of (2,657) (2,738) (5,309) finance ------- ------- ------- Capital expenditure and financial investment Payments to acquire investments (12,256) (19,952) (31,381) Receipts from sales of 12,651 16,852 31,751 investments ------- ------- ------- Net cash inflow/(outflow) from 395 (3,100) 370 capital expenditure and financial investment ------- ------- ------- Net cash outflow before (653) (3,009) (91) financing activities ------- ------- ------- Financing activities Loans drawn down/(repaid) 800 2,455 (45) ------- ------- ------- Net cash inflow/(outflow) from 800 2,455 (45) financing activities ------- ------- ------- Change in cash during the period 147 (554) (136) ====== ====== ====== Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities Net return before finance costs 10,234 (15,347) (43,833) and tax Net (gains)/losses on (8,630) 17,574 47,702 investments Transaction costs 145 231 373 (Increase)/decrease in debtors (109) 366 581 (Decrease)/increase in creditors (31) 7 27 ------- ------- ------- Net cash inflow from operating 1,609 2,831 4,850 activities ====== ====== ====== NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING STANDARDS The financial statements have been prepared in accordance with UK generally accepted accounting practice (UK GAAP) and the AIC's Statement of Recommended Practice ``Financial Statements of Investment Trust Companies and Venture Capital Trusts'' issued in January 2009. The total column of the Income Statement is the profit and loss account of the Company. All revenue and capital items in the Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period. The same accounting policies used for the year ended 31 December 2008 have been applied. 2. FINANCE COSTS: DIVIDENDS ON INCOME SHARES CLASSIFIED AS FINANCIAL LIABILITIES Six months Six months Year ended ended ended 30 June 2009 30 June 2008 31 December 2008 £'000 £'000 £'000 Amounts recognised as distributions to Income Shareholders: Second interim dividend for the - 1,642 1,642 year ended 31 December 2007 of 6.7p paid on 21 February 2008 First interim dividend for the - - 1,445 year ended 31 December 2008 of 5.9p paid on 21 August 2008 Second interim dividend for the 1,642 - - year ended 31 December 2008 of 6.7p paid on 27 February 2009 ------- ------- ------- 1,642 1,642 3,087 ====== ====== ====== A first interim dividend for the year ended 31 December 2009 of 5.9p will be paid on 21 August 2009 to Income Shareholders on the register on 31 July 2009. 3. RETURNS PER SHARE Six months Six months Year ended ended ended 30 June 2009 30 June 2008 31 December 2008 £'000 £'000 £'000 Return per Income Statement £1,566 £1,841 £3,371 Less: Tax on ordinary activities - (£2) (£2) --------- --------- --------- Return attributable to Income £1,566 £1,839 £3,369 Shareholders ======== ======== ======== Number of Income Shares in issue 24,500,000 24,500,000 24,500,000 during the period Return per Income Share 6.39p 7.50p 13.75p Six months Six months Year ended ended ended 30 June 2009 30 June 2008 31 December 2008 £'000 £'000 £'000 Return attributable to Capital £7,705 (£17,297) (£51,189) Shareholders ======== ====== ======== Number of Capital Shares in 10,500,000 10,500,000 10,500,000 issue during the period Return per Capital Share 73.38p (164.73p) (487.51p) 4. NET ASSET VALUE Total net assets have been calculated in accordance with the provisions of Financial Reporting Standard 4. Income Shares are classified as financial liabilities and are carried on the balance sheet at their fair value of 100p each which results in a total fair valuation of the Income Shares of £24,500,000. This valuation does not reflect the rights of the Income Shares under the Articles of Association on a return of assets. Set out below is a reconciliation of the Capital Share net asset value on the basis of Income Shares at 100p each and a reconciliation of Capital and Income share net asset values in accordance with the Articles. Net Asset Value of Capital Shares (based on Income Shares at 100p) As at As at As at 30 June 2009 31 December 30 June 2008 2008 £'000 £'000 £'000 Total net assets 20,385 12,756 46,563 Revenue reserve (3,026) (3,102) (3,017) ------- ------- ------- Net Asset Value of Capital 17,359 9,654 43,546 Shares ====== ====== ====== Number of Capital Shares 10,500,000 10,500,000 10,500,000 NAV per Capital Share (Income 165.32p 91.94p 414.72p Shares at 100p) Net Asset Value of Capital and Income Shares (Articles basis) Capital Income Total Shares Shares £'000 £'000 £'000 Total net assets as at 30 June 20,385 - 20,385 2009 Revenue reserve (3,026) 3,026 - Capital entitlement of Income - 24,500 24,500 Shares at 31 March 2011 (valuation of Income Shares disclosed within Creditors) Adjustment to reflect capital 2,309 (2,309) - entitlement not yet transferred to Income Shareholders in accordance with Articles ------- ------- ------- Net assets per Articles as at 30 19,668 25,217 44,885 June 2009 ====== ====== ====== Number of shares 10,500,000 24,500,000 NAV per share (per Articles) 187.31p 102.93p 5. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR As at As at As at 30 June 2009 31 December 30 June 2008 2008 £'000 £'000 £'000 Loan facility (Base Rate) 2,600 1,800 4,300 Loan facility (LIBOR) 30,000 30,000 30,000 Less: unamortised issue costs (23) (28) (32) Income shares 24,500 24,500 24,500 Interest rate swap 2,065 2,111 - ------- ------- ------- 59,142 58,383 58,768 ====== ====== ====== 6. FURTHER INFORMATION The foregoing do not constitute Statutory Accounts (as defined in section 434(3) of the Companies Act 2006) of the Company. The statutory accounts for the year to 31 December 2008, which contained an unqualified Report of the Auditors , have been lodged with the Registrar of Companies and did not contain a statement required under section 237(2) or (3) of the Companies Act 1985(as amended). All information shown for the six months to 30 June 2009 is unaudited. Certain statements in this announcement are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties or assumptions that could cause actual results or events to differ materially from those expressed or implied by those statements. Forward looking statements regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. Accordingly, undue reliance should not be placed on forward looking statements. It is anticipated the Half Yearly Report will be posted to shareholders during the week commencing 27 July 2009. Members of the public may obtain copies from Aberforth Partners LLP, 14 Melville Street, Edinburgh EH3 7NS or from its website at www.aberforth.co.uk. Capital Structure Summary Aberforth Geared Capital & Income Trust plc has a split level capital structure consisting of 24.5 million Income Shares and 10.5 million Capital Shares. It has long-term bank debt facilities available amounting to £34.3 million, being equal to 100% of the netproceeds of the original issue of shares. It is intended that the long-term facilities will be used close to their full extent throughout the life of the Company. The effect of this structure is to increase the yield and to provide the potential for a growing level of dividend income for Income Shareholders, and the potential for geared capital appreciation for the Capital Shareholders. Income Shares All net income earned by the Company is attributable to the Income Shares. It is the intention to distribute substantially the whole of the net income each year in accordance with the objective to provide a high dividend yield. The Directors aim to increase dividends over the planned life of the Company. Dividends will be paid half yearly. The Income Shares were issued with an initial capital entitlement upon a winding up of 50.00p per Income Share which increases daily, from the date of issue, on a straight line basis until 31 March 2011 at such a rate as will give a final entitlement of 100.00p. In the event that the Company is not wound up on the planned winding up date of 31 December 2011, the capital entitlement of the Income Shares will continue at a value of 100.00p. The Income Shares will rank after repayment of the bank debt and any other liabilities of the Company but before any payment on the Capital Shares. In the event that the value of the investment portfolio falls significantly, then it is possible that the Income Shares will have no underlying value at the planned winding up date. The Board has concluded that the amount of £24.5 million raised through the issue of the Income Shares falls under the definition of a financial liability within Financial Reporting Standard 25. Consequently, this amount has been recorded as a long-term liability in the Company's Balance Sheet. As at 30 June 2009, the middle market price of an Income Share was 107p. Capital Shares The Capital Shares have a return that is entirely in the form of capital and they have no entitlement to income. Capital Shareholders will be entitled to all the Company's remaining net assets at the planned winding up date after providing for payment in full of the final capital entitlement of 100.00p per Income Share. There are two methods that can be used to calculate a Net Asset Value (NAV) of a Capital Share. The detailed calculation is shown in note 4 on page 19. The difference between the two relates to the NAV assumed for the Income Shares. As described above the Income Shares have an initial capital entitlement of 50.00p which increases daily, on a straight line basis, to 100.00p on 31 March 2011. The NAV of the Income Shares on 30 June 2009 was 102.93p (includes all revenue reserves). The NAV of a Capital Share on 30 June 2009 is therefore 187.31p, or alternatively 165.32p if one assumes a capital entitlement of 100.00p for an Income Share. In the event that the value of the investment portfolio falls sufficiently, then it is possible that the Capital Shares will have no underlying value at the planned winding up date of 31 December 2011. As at 30 June 2009, the middle market price of a Capital Share was 175p. Bank Facilities The Company seeks to enhance the returns to its shareholders by utilising gearing in the form of bank borrowing. Accordingly, it has bank debt facilities with Bank of Scotland under which it is entitled to draw down an aggregate principal amount of up to £34.3 million. Of the facilities, £30 million is linked to LIBOR and has been matched with a swap transaction, which has the effect of fixing the total interest cost at 6.47% (2008: 6.57%) for the period to 30 September 2011. The swap transaction is not included in the Company's investment portfolio. However, changes in its fair value are recognised on the Income Statement and Balance Sheet. The fair value of the interest rate swap based on market values at 30 June 2009 was negative £2,065,000 (2008: positive £653,000). The balance of the debt facilities, which amount to £4.3 million, has a variable rate of interest linked to bank base rate and is utilised as required. The bank overdraft facility, which amounted to £4.0 million, expired on 31 May 2009 and was not renewed. The long- term bank debt amounting to £34.3 million is repayable on 31 December 2011, although it may be repayable earlier if an event of default occurs. The long- term debt facilities agreement contains, amongst others, a financial covenant (tested annually at 31 December) that the ratio of the amount outstanding under the long-term debt facilities and all other creditors (excluding Income Shares and any liabilities arising from the interest rate swap) to the aggregate value of all Permitted Investments shall not be greater than 0.7:1. As at 30 June 2009 the ratio of long-term debt facilities and other creditors (excluding Income Shares and any liabilities arising from the interest rate swap) to the value of Permitted Investments was 0.4:1. Interest on the bank debt is charged 70% to the capital reserves of the Company and 30% to the revenue account of the Company. Changes to the fair value of the interest rate swap are allocated 100% to Capital Shareholders. Duration The Directors are obliged by the Company's Articles of Association to convene an Extraordinary General Meeting of the Company between 1 October 2011 and 31 December 2011 (both dates inclusive) at which an Ordinary Resolution will be proposed to wind up the Company voluntarily on the planned winding up date - being 31 December 2011. In the event that such resolution or any other resolution to wind up, reconstruct or reorganise the Company is not passed at such a meeting or any subsequent meeting, the Directors are obliged to convene an Extraordinary General Meeting for the same date (or the immediately preceding business day) in each succeeding year at which a resolution to wind up the Company on the next anniversary of the planned winding up date will be proposed. Income Shareholders shall have no vote on such resolutions. A winding up will enable Capital Shareholders to realise the residual capital value of their investment after the payment of the creditors, liquidation costs and the capital and dividend entitlements of the Income Shareholders. The Directors shall not be required to convene such an Extraordinary General Meeting if a resolution shall previously have been passed to reconstruct or reorganise the Company. In the event that such a resolution for reconstruction is put to the Company at any time in the period after 1 April 2011, then Income Shareholders shall have no vote on such resolution if the proposals contained in it would result in the Income Shareholders receiving not less than 100p in cash (in addition to any entitlement to undistributed revenue reserve) for each Income Share held (whether or not an option may be given to elect to receive such entitlement otherwise than in cash). Please note that the above is a summary only. Full details of the rights attached to the Capital Shares and Income Shares are set out in the Company's Articles of Association. Contact: John Evans or David Ross - Aberforth Partners LLP - 0131 220 0733 Aberforth Partners LLP, Secretaries - 23 July 2009 ANNOUNCEMENT ENDS
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