Annual Financial Report

RNS Number : 0144Q
Edinburgh Dragon Trust plc
01 November 2012
 



1 November 2012

 

 

EDINBURGH DRAGON TRUST plc

ANNUAL FINANCIAL REPORT FOR THE YEAR TO 31 AUGUST 2012

 

 

Edinburgh Dragon Trust's objective is long-term capital growth through investment in the Far East (excluding Japan and Australasia).  The Company's benchmark is the MSCI All Country Asia (ex Japan) Index.

 

•        In challenging markets, Edinburgh Dragon continued to deliver strong performance for the year to 31 August 2012,  The net asset value rose 6.7% on a total return basis compared to a decline of 0.3%, in sterling terms, in the MSCI All Country Asia (ex Japan) Index.

•        The Company's long term performance is good, delivering outperformance of 23.5% and 43.5%, relative to the benchmark, over three and five years respectively. 

•        Against a difficult global economic backdrop in general, Asia has coped adequately. Companies have kept their cost discipline, debt levels are low and cashflow is solid.  The Manager's conservative stock-picking approach of identifying companies that can adapt to tough times has served the Company well.

 

 

For further information please contact:-

 

Andrew Gillan, Senior Investment Manager,

Aberdeen Asset Management Asia                                                                                  0065 6395 2700

 

Kenny Harper, Manager - Investment Trust Investor Relations,                                           0131 528 4000

Aberdeen Asset Management

 



CHAIRMAN'S STATEMENT

 

Background

The year under review was marked by Europe's debt problems, a muted US recovery and, as a result, slowing growth in Asia. Despite these headwinds, I am happy to report that in the 12 months to 31 August 2012, the net asset value of your Company rose 6.7% on a total return basis compared to a 0.3% decline, in sterling terms, in the benchmark, the MSCI AC Asia ex Japan Index. During the year, the share price gained 4.7% to 237.3p. It is also pleasing to note your Company's outperformance of 23.5% and 43.5%, relative to the benchmark, over three and five years respectively. 

 

Overview

Regional markets suffered losses in the last few months of 2011 as an unfolding debt crisis threatened to engulf Europe. The new year, however, saw optimism return and equities rebound, helped largely by the massive liquidity injection in Europe and the Federal Reserve's pledge to keep interest rates low. Nevertheless, renewed speculation over Greece's potential exit from the Eurozone, as well as deteriorating economic data from Europe, the US, China and India, triggered a sell-off in May. The prospect of further central bank stimulus then led shares to rise again through the summer.

 

Over the period, China and India were the two worst-performing stockmarkets in the region. In contrast, the Asean bourses mostly outperformed the benchmark. Improving economic fundamentals lifted the Philippines, while Malaysia and Thailand were driven by government spending and local consumption. Singapore, meanwhile, benefited from investors' search for safe haven and good dividend yields.

 

Sluggish recovery in the United States and the turmoil in Europe took a toll on Asia's exports, notably from China.  China's slowdown, however, was partly the result of previous policy measures aimed at curbing inflation and defusing the property bubble. Of late, Beijing has reversed policy by boosting liquidity to the banking system. The same decisiveness cannot be said of India, whose problems have much to do with the slow pace of reforms. Government proposals to liberalise the retail sector (and, later, reduce costly fuel subsidies) were derailed by coalition politics. The majority Congress party's poor showing at key state elections in March underlined its ineffectiveness.

 

In spite of the above external weakness, certain regional economies were notably resilient. Indonesia and Thailand were examples of a broader trend, whereby local demand compensated for slowing exports. The Philippines saw healthy economic expansion thanks, largely, to lower interest rates and improved business sentiment. Given benign inflation, and to support growth, central banks in China, India, Indonesia, Korea and Thailand also lowered the cost of money and reduced the amount of cash that banks must hold as reserves. Should it be necessary, governments have room to spend more, with under-developed infrastructure an expected target.

 

Against a difficult global economic backdrop in general, Asia is coping well. Among your Company's holdings, profits have held up and there were only a few disappointments.

 

Gearing

At the year end the Company had in issue £59.8 million of 3.5% Convertible Unsecured Loan Stock 2018 (CULS), representing actual gearing of 10.3%.  The CULS provides the company with long-term structural gearing at an acceptable cost and is in line with the Manager's long-term investment philosophy.  The CULS provides holders with an attractive yield of 3.5% per annum, as well as capital protection (with the liability comfortably covered by the gross assets of the Company of £576 million).  Holders of CULS may convert part, or all, of their holdings into Ordinary shares on 31 January and 31 July each year up to January 2018 at a fixed price of 310.1528p nominal of CULS for one Ordinary share. 

 

Discount

The discount at which the Company's shares trade relative to their net asset value, as at 31 August 2012, was 10.4%.  The Board monitors closely the discount level of the Company's shares and has in place a buyback mechanism whereby the Manager is authorised to buy back shares within certain limits.  There were no buy-backs of shares during the financial year and there have been no buy-backs subsequent to the year end. 

 

The Board believes the authority to buy-back shares for cancellation should remain in place and, accordingly, a resolution to renew the authority to buy-back shares for cancellation will be proposed at this year's Annual General Meeting. 

 

Revenue Account

The revenue return per share was 3.30p, compared to 4.31p in the previous year.  The lower return in the revenue account has resulted from a full year's interest on the CULS being charged and a slightly lower level of dividends, including special dividends, being received.  It remains the Board's policy to pay a final dividend marginally in excess of the minimum required to maintain investment trust status, which may, of course, lead to some volatility in the level of dividend paid.  The Board recommends the payment of a final dividend of 2.2p per Ordinary share (2011 - 3.2p) which, if approved by shareholders at the Annual General Meeting, will be paid on 14 December 2012.

 

The Board

The Board welcomes greater transparency in the fulfilment of its responsibilities to shareholders. New appointments are now routinely facilitated by an external recruitment firm.  When appointing a new Director, the Board takes into account the diversity of the Board, the balance of skills, knowledge, experience and personality to complement the existing skills of the Board, as well as the ability of a new Director to devote sufficient time to the Company to carry out his or her duties effectively.

 

As part of a previously stated commitment to an orderly process of refreshment, the Board was pleased to appoint Kathryn Langridge as a non-executive Director of the Company on 29 October 2012.   Iain Watt, who has been a Director of Edinburgh Dragon Trust since launch, will step down at the forthcoming Annual General Meeting after many years of valuable service to the Board. The Board joins me in thanking Iain for his enormous contribution to the Board and Company and wish him all the very best for the future.

 

In accordance with the provisions of the UK Corporate Governance Code, the Board has endorsed corporate governance procedures whereby all Directors will retire from the Board and submit themselves for re-election on an annual basis. The Board recommends that shareholders vote in favour of the re-election of all Directors at the Annual General Meeting. 

 

In line with the recommendation of the UK Corporate Governance Code, the Board of Edinburgh Dragon Trust underwent an external evaluation during the year. Feedback from the evaluation confirmed that "The skills essential for the proper supervision of the activities of the Company appear to be present and the overall quality of the Board appears to be high. Board meetings are considered to be of a high standard, to be the right number and of the right length."

 

Annual General Meeting

The Annual General Meeting will be held at Aberdeen's London office on Tuesday 11 December 2012 at 12.00 noon followed by a lunch for shareholders.  This will give shareholders the opportunity to meet the Directors and Manager after the formal AGM business has concluded and we welcome all shareholders to attend. The AGM will continue to be rotated between Edinburgh and London in successive years.

 

The three-yearly resolution for the continuation of the Company as an investment trust will be proposed at the AGM.  Dragon is the largest investment trust specialising in the Asian (ex Japan) sector. The Board believes that the Company offers investors a broad and marketable exposure to Asian equity markets, many of which continue to provide attractive long-term investment opportunities in the region.  The Board believes that the prospects for Asian markets remain positive.  Given the Company's excellent long-term performance, including out-performance over 3 and 5 years, and that it is managed by one of the leading Asian fund managers, we strongly recommend that shareholders vote in favour of the resolution.

 

Outlook

At the time of writing, central banks have taken concerted action to stimulate the global economy. The European Central Bank and the Federal Reserve surprised investors with the open-ended nature of their commitments. However, this latest round of quantitative easing appears a double-edged sword. While it should be positive for equities in the near term, there are concerns in emerging economies that the influx of capital from yield-seeking investors could stoke inflationary pressures and lift asset prices. Any downward pressure on the US dollar will make Asian exports less competitive.

 

Various political risks also lie ahead. If US lawmakers allow tax rises and budget cuts to occur as scheduled on 1 January 2013 - the so-called "fiscal cliff" - the US could well slip into recession. An Obama re-election, alongside a Republican majority in the Senate, makes gridlock more likely. Meanwhile, China is due to hold its once-in-a-decade leadership transition in November..  

 

Against this backdrop, your Manager notes that, while corporate earnings growth is expected to be muted, there are few grounds for concern at this point. Companies have kept their cost discipline. Outside certain cyclical sectors such as mining, there is little evidence of excess capacity emerging. Debt levels are low and cashflow is solid. We believe your Manager's conservative stock-picking approach has identified companies that can adapt to tough times. This has certainly served your Company well in the past.

 

 

Allan McKenzie

Chairman

31 October 2012

 

 

MANAGER'S REVIEW

 

Background/Portfolio Review

The period under review was more challenging for Asia than the previous year as the weaker global growth outlook and the European debt crisis led to generally softer macroeconomic numbers. Despite that, the region's rate of economic growth was still healthier than that of the West. Inflation also receded across most of the region, allowing central banks to cut interest rates.

 

In terms of equity market performance, Asia's largest growth engines, namely China and India, were the main laggards while the Asean region outperformed once again, with the Philippines, Thailand and Malaysia all posting healthy gains. The portfolio benefited from the overweight to the Asean countries as well as the underweight to mainland China. As noted in the interim report, the overweight to India detracted, but this was mitigated by good performance from the portfolio's holdings relative to the Indian benchmark.

 

The Trust outperformed its benchmark for the 12 months to 31 August with the net asset value gaining 6.7%, compared with a 0.3% decline in the MSCI All Country Asia ex Japan index. Apart from fine performance of the Asean holdings, those in more defensive sectors, such as telecoms and consumer staples, also outperformed as the more secure earnings outlook underpinned valuations. Despite the portfolio's upbeat performance, it was not immune to earnings disappointments, in the cases of Infosys and Li & Fung, and news events such as the ongoing corruption investigation at Sun Hung Kai Properties and the regulatory probes at HSBC and Standard Chartered Bank.

 

It is worth emphasising that the portfolio's geographical preferences have remained fairly consistent over the long term and are a reflection of where we can find the best companies - at times this is in spite of a weaker macroeconomic environment. As noted last year, we continue to find China a challenging place to invest and prefer to gain exposure to the mainland via Hong Kong. This proved positive as slowing domestic growth, along with a number of corporate scandals, weighed on mainland shares. Conversely, the overweight to India and the non-benchmark exposure to Sri Lanka detracted as these markets, and more notably their currencies fell, owing to deteriorating fiscal positions. Encouragingly, the corporate results of our holdings in both markets were largely positive.

 

Turning towards stock selection, the portfolio's two Philippine holdings were among the top ten contributors. The improved domestic economic environment led to a pick-up in capital expenditure and investment, which in turn, benefited property developer Ayala Land and lender the Bank of the Philippine Islands (BPI). After posting record profits in 2011 and registering earnings growth of over 30%, Ayala Land maintained its positive trend in the first half of 2012, with a similar level of year-on-year growth. This is a result of the developer's strategy to target more market segments and, to a lesser extent, successful geographical expansion outside the capital Manila. BPI's interim 2012 profits surged more than 50% on the back of rising revenue, albeit the numbers were somewhat flattered by trading gains. The bank is conservatively run, well capitalised and has adequate room to grow its loan-to-deposit ratio from the current level of just over 60%.

 

The holdings in Hong Kong and Singapore also proved favourable, with Jardine Strategic and its affiliate Dairy Farm again performing well. Results were supportive, particularly within its consumer-related businesses. In Singapore, ST Engineering and City Developments (CDL) led performance. The aerospace and defence company gained from double-digit profit growth in the first half and continued to win new orders, while its dividend yield of over 4% remained appealing. CDL rebounded from prior weakness over the government's property cooling measures. House prices remain firm although price appreciation and transaction volumes slowed recently. The developer is well positioned given its good, low-cost land bank and variety of residential projects targeted at different market segments.

 

Elsewhere, Taiwan Mobile and Taiwan Semiconductor repeated their good performance. Taiwan Mobile's results were steady, with the acquisition of the Momo shopping network boosting revenue growth. While profit growth was more muted, good capital management underpinned the company's earnings. Taiwan Semiconductor's quarterly numbers were more volatile but the company maintained a healthy dividend payout, a net cash balance sheet and still managed profit growth in the first half of 2012. Continued growth in mobile computing should go on supporting the semiconductor industry in the years ahead.

 

The holdings in Thailand - PTTEP and Siam Cement - lagged the local market, although they had a decent performance the previous year. Both companies, being less exposed to the domestic economy, did not rebound to the same degree as those boosted by the recovery from last year's floods, while minimum wage hikes buoyed consumption. PTTEP, like other national energy companies, set off on an acquisition trail with the aim of securing future resources; the company purchased Cove Energy during the year. Siam Cement's profits fell from a year ago, primarily because of weaker petrochemical margins.

 

In India, both Infosys and Hero Motocorp underperformed. The IT Services company is exposed to both the financial services sector and the US market which slowed its growth momentum. However, Infosys continued to deliver decent earnings growth, boosted in part by rupee weakness, although the numbers undershot analysts' expectations. It was a different story for Hero Motocorp, which continued to report record quarterly sales volumes and profit growth throughout the review period. The second half of the calendar year, however, may prove a bit tougher as the currency weakness could put pressure on costs, while rural sales are dependent on the monsoon season. However, the company continues to invest in additional capacity and will target new export markets as it adjusts operationally without Honda's partnership.

 

Portfolio Activity

There was only one addition and two disposals during the year. As always, the bulk of our trading was done when pricing opportunities arose, with the aim of buying and holding the businesses that we chose to invest in. The new holding was Keppel Corporation, a leading Singapore-based conglomerate with a strong position in the offshore and marine segment. Despite operating in a cyclical industry, the company has established an excellent track record and its order book remains steady, given its ability to design proprietary jackups and semi-submersible rigs. We built up the position through the year and in a similar vein, we added to last year's new holdings in HSBC and AIA Group.

 

Against this we sold Indian fast-moving consumer goods company Hindustan Unilever and took partial profits in sister company, Unilever Indonesia. The companies performed well, both operationally and even stronger in share price terms, so valuations look relatively expensive. We maintained a holding in the Indonesian company given the less severe competitive environment compared to India and the higher margins of the business there. In fairness, both companies have continued to perform well but we will maintain our pricing discipline as much as possible.

 

We also sold the small holding in Dah Sing Banking. Although cheap, well-capitalised and always mooted as a potential takeover target by larger mainland institutions, the operating numbers disappointed, with net interest margins contracting on the back of competition and further provisions taken for its treasury portfolio. We took the decision to transfer this exposure to larger financials, HSBC and AIA Group.

 

Other trading activities were more opportunistic and those worthy of specific mention include the following: we topped up Infosys and DFCC Bank on weakness and added to Hong Kong property stocks, Hang Lung Group and Swire Pacific, during the September 2011 market sell-off. We also topsliced positions in more defensive companies, such as BAT Malaysia, Singapore Telecom and Taiwan Mobile following their strong relative performance and reallocated the proceeds to stocks that fell to more attractive levels. These included Grasim, Petrochina and Siam Cement. We took partial profits from ASM Pacific earlier, then bought back shares towards the end of the financial year following a period of underperformance.

 

Outlook

As the Chairman highlighted, the outlook for corporate earnings growth in the region has moderated but remains positive. While inflationary pressures have eased, we cannot be certain that they will not resurface. Importantly, the valuations of Edinburgh Dragon Trust's underlying companies remain very reasonable, although many consumer-related companies appear to be trading on more expensive multiples, given the positive demographics and rising income levels across much of the region. As ever, the bulk of the portfolio's companies have solid balance sheets; all have experienced management teams and good market positions and we are confident in the future of their businesses.

 

Aberdeen Asset Management Asia Limited*

* on behalf of Aberdeen Asset Managers Limited

31 October 2012

 

 

 

THE INVESTMENT PROCESS 

Philosophy and Style

Our investment philosophy is that markets are not always efficient. We believe that superior investment returns are therefore attainable by identifying good companies which are cheap in terms of the fundamentals that in our opinion drive share prices over the long term. We undertake substantial due diligence before initiating any investment including company visits in order to assure ourselves of the quality of the prospective investment. We are then careful not to pay too high a price when making the investment. Subsequent to that investment we then keep in close touch with the company, aiming to meet management at least twice a year. Given our long-term fundamental investment philosophy, one would not expect much change in the companies in which we invest. We do, however, take opportunities offered to us by what we see as anomalous price movements within stock markets to either top up or top slice positions, which typically accounts for the bulk of the activity within the portfolio during the year under review.

 

AAM Asia is based in Singapore. Founded in 1992, the office is run by Hugh Young, the founding managing director who oversees a team of portfolio managers in Singapore who act as generalists, cross-covering the region. In addition, AAM Asia has offices in Kuala Lumpur, Hong Kong, Sydney, Taipei, Tokyo and Bangkok.

 

Risk Controls

We seek to minimise risk by our in-depth research. We do not view divergence from a benchmark as risk - we view investment in poorly run expensive companies that we do not understand as risk. In fact where risk parameters are expressed in benchmark relative terms, asset - including sector - allocation constitutes a significant constraint on stock selection. Hence diversification of stocks provides our main control.

 

Aberdeen's performance and investment risk unit independently monitors portfolio positions, and reports monthly. As well as attributing performance it also produces statistical analysis, which is used by the Manager primarily to check the portfolio is behaving as expected, not as a predictive tool.

 

 

PERFORMANCE TABLES

 


31 August 2012

31 August 2011

%
change

Performance




Equity shareholders' funds (£'000)

519,765

493,555

+5.3

Net asset value per share (including net revenue) (p)

264.70

251.37

+5.3

Share price (p)

237.30

230.00

+3.2

MSCI AC Asia (ex Japan) Index (in sterling terms; capital return basis)

572.34

590.17

-3.0

Revenue return per share (p)

3.30

4.31


Total return per share (p)

16.53

11.07






Gearing




Maximum potential gearing (%){A}

10.8

11.3


Actual gearing (%){B}

10.3

9.9






Discount




Level of discount at which the shares trade (%)

10.4

8.5






Operating costs




Ongoing charges ratio{C}

1.25

1.22


{A}    Maximum potential gearing ratio is calculated as the total of the liability component of £56.4m (2011 - £55.8m) of the Convertible Unsecured Loan Stock divided by net assets.

{B}     Actual gearing ratio calculated as the total of the liability component of £56.4m (2011 - £55.8m) of the Convertible Unsecured Loan Stock less the cash and short term deposits, divided by net assets.

{C}    Ongoing charges ratio is calculated in accordance with recent guidance issued by the AIC as the total of the investment management fee and ongoing administrative expenses divided by the average undiluted net asset value in the year. The figure for 2011 has been restated, in line with this new guidance.

 

 

Performance (total return)









1 year

3 year

5 year


% return

% return

% return

Share Price

4.7%

46.2%

73.4%

Net Asset Value

6.7%

51.9%

71.2%

MSCI AC Asia ex Japan Index

-0.3%

28.4%

27.7%









Performance (capital return)









1 year

3 year

5 year


% return

% return

% return

Share Price

3.2%

41.8%

64.5%

Net Asset Value

5.3%

47.6%

63.2%

MSCI AC Asia ex Japan Index

-3.0%

18.8%

11.8%

 



Changes in Asset Distribution

 


Value at


Sales

Gains/

Value at


31 August 2011

Purchases

proceeds

(losses)

31 August 2012

Country

£'000

£'000

£'000

£'000

£'000

China

39,330

2,774

-

424

42,528

Hong Kong

145,184

13,963

7,705

7,620

159,062

India

79,713

5,272

4,801

(6,275)

73,909

Indonesia

9,250

-

1,791

3,285

10,744

Malaysia

20,496

-

954

3,477

23,019

Philippines

16,777

-

-

6,453

23,230

Singapore

108,009

8,822

4,742

8,756

120,845

South Korea

41,531

-

-

2,058

43,589

Sri Lanka

15,229

528

-

(3,269)

12,488

Taiwan

33,293

-

4,762

6,624

35,155

Thailand

32,427

2,373

2,609

(3,158)

29,033


_________

_________

_________

_________

_________

Total investments

541,239

33,732

27,364

25,995

573,602

Net current assets

8,066

-

-

(5,537)

2,529


_________

_________

_________

_________

_________

Total assets less current liabilities

549,305

33,732

27,364

20,458

576,131


_________

_________

_________

_________

_________

 

 

BUSINESS REVIEW

This Business Review, in conjunction with the rest of the Report and Accounts, is intended to provide shareholders with the information and measures that the Directors use to assess, direct and oversee the Manager in the management of the Company's portfolio. The Business Review is prepared in accordance with the requirements of Section 417 of the Companies Act 2006.

 

Principal Activity

The Company is registered as a public limited company in Scotland and is an investment company as defined by Section 833 of the Companies Act 2006. The Company's registration number is SC106049.

 

The Company carries on business as an investment trust and the Directors do not envisage any change in this activity in the foreseeable future. The Company has received requisite approval of investment trust status from HM Revenue and Customs for accounting periods up to and including 31 August 2011.

 

The Directors are of the opinion, under advice, that the Company has conducted its affairs for the year ended 31 August 2012 so as to be able to obtain approval as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011 for that year, although approval for the period would be subject to review were there to be any enquiry under the Corporation Tax Self Assessment regime.

 

The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for Individual Savings Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner.

 

Investment Objective and Policy

The Company's objective is to achieve long term capital growth through investment in the Far East. The Company's benchmark is the MSCI All Country Asia (ex Japan) Index.  Investments are made in stock markets in the region with the exception of Japan and Australasia, principally in large companies. 

 

Review of Performance

An outline of the performance, market background, investment activity and portfolio strategy during the year under review, as well as the investment outlook, is provided in the Chairman's Statement and Manager's Review.

 

Future Trends

The region's economies have high rates of growth, strong trade and fiscal surpluses and rapidly developing capital markets. Nevertheless the past has demonstrated regional risks and the outlook for the region is provided in the Chairman's Statement and Manager's Review.

 

Risk Management

The major risks associated with the Company are detailed below:

 

·         Resource risk: The Company is an investment trust and has no employees. The responsibility for the management of the Company has been delegated to Aberdeen Asset Managers Limited ('the Manager') under the management agreement. The terms of the management agreement cover the necessary duties and conditions expected of the Manager. The Board reviews the performance of the Manager on a regular basis and their compliance with the management contract formally on an annual basis.

·         Investment and market risk: The Company is exposed to the effect of variations in share prices due to the nature of its business. Investment in Asian equities involves a greater degree of risk than that usually associated with investment in the major securities markets. These include a greater risk of social, political and economic instability including changes in government which may restrict investment opportunities and have an adverse effect on economic reform. Changes in legal, regulatory and accounting policies can also affect the value of the Company's investments.  The lower volumes of trading in certain securities of emerging markets may result in lack of liquidity and price volatility. In addition, currency fluctuations and high interest rates may affect the value of the Company's investments and the income derived therefrom. 

          The Board continually monitors the investment policy of the Company, taking account of stockmarket factors, and reviews the Company's performance compared to its benchmark index and peer group. Further details on other risks relating to the Company's investment activities, including market price, liquidity and foreign currency risks, are provided in note 18 to the financial statements. 

·         Gearing risk: As at 31 August 2012 the Company had £59.8 million nominal of 3.5% Convertible Unsecured Loan Stock 2018 (CULS).  Gearing has the effect of exacerbating market falls and gains. In order to manage the level of gearing, the Board has set a maximum gearing ratio of 20%. 

·         Regulatory risk: The Company operates in a complex regulatory environment and faces a number of regulatory risks. Serious breaches of regulations, such as the tax rules for investment companies, the UKLA Listing Rules and the Companies Act, could lead to a number of detrimental outcomes and reputational damage.  The Audit Committee monitors compliance with regulations by reviewing internal control reports from the Manager.

 

·         Discount volatility: The Company's share price can trade at a discount to its underlying net asset value. The Board monitors the discount level of the Company's shares and has in place a buyback mechanism whereby the Manager is authorised to buy back shares within certain limits.

 

Monitoring Performance - Key Performance Indicators

At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objectives. The key performance indicators (KPIs) are established industry measures, and are as follows:

 

· Net asset value (total return)

· Share price (total return)

· Performance attribution

· Discount to net asset value

 

An analysis of these measures is disclosed above.  Performance is measured against the Company's benchmark, the MSCI All Country Asia (ex Japan) Index and the Board also considers peer group comparative performance. 

 

Social, Community, Employee Responsibilities and Environmental Policy

As an investment trust, the Company has no employees and has no direct social, community, employee or environmental responsibilities. Details of the Company's Socially Responsible Investment policy are set out in the Corporate Governance Report.

 

 

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors are responsible for preparing the annual report and accounts in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  In preparing these financial statements, the Directors are required to:

 

·         select suitable accounting policies and then apply them consistently;

·         make judgments and estimates that are reasonable and prudent;

·         state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·         prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Directors confirm that to the best of their knowledge that:

 

·         the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·         the Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces.

 

 

For Edinburgh Dragon Trust plc

Allan McKenzie

Chairman

 

31 October 2012

 

 

 



INCOME STATEMENT

 



Year ended 31 August 2012

Year ended 31 August 2011



Revenue

Capital

Total

Revenue

Capital

Total


Notes

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments held at fair value through profit or loss

9

-

25,995

25,995

12,809

12,809

Currency (losses)/gains


-

(14)

(14)

460

460

Income

2

16,054

-

16,054

17,075

-

17,075

VAT recovered on investment management fees

3

-

-

-

7

-

7

Investment management fee

3

(5,009)

-

(5,009)

(5,058)

-

(5,058)

Administration expenses

4

(1,233)

-

(1,233)

(1,185)

-

(1,185)



_______

_____

_____

_______

_____

_____

Net return before finance costs and taxation


9,812

25,981

35,793

10,839

13,269

24,108









Interest payable and similar charges

5

(2,752)

-

(2,752)

(1,808)

(1,808)



_______

_____

_____

_______

_____

_____

Return on ordinary activities before taxation


7,060

25,981

33,041

9,031

13,269

22,300









Taxation on ordinary activities

6

(588)

-

(588)

(574)

-

(574)



_______

_____

_____

_______

_____

_____

Return on ordinary activities after taxation


6,472

25,981

32,453

8,457

13,269

21,726



_______

_____

_____

_______

_____

_____









Return per share (pence)








Basic and diluted

8

3.30

13.23

16.53

4.31

6.76

11.07



_______

_____

_____

_______

_____

_____









The total column of this statement represents the profit and loss account of the Company.

A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement.

All revenue and capital items in the above statement derive from continuing operations.

The accompanying notes are an integral part of the financial statements.

 



BALANCE SHEET (audited)

 

 



As at

As at



31 August 2012

31 August 2011


Notes

£'000

£'000

Non-current assets




Investments at fair value through profit or loss

9

573,602

541,239



____________

____________

Current assets




Debtors and prepayments

10

1,598

2,795

Cash and short term deposits


2,651

6,930



____________

____________



4,249

9,725



____________

____________

Creditors: amounts falling due within one year




Other creditors

11

(1,720)

(1,659)



____________

____________

Net current assets


2,529

8,066



____________

____________

Total assets less current liabilities


576,131

549,305





Non-current liabilities




3.5% Convertible Unsecured Loan Stock 2018

12

(56,366)

(55,750)



____________

____________

Net assets


519,765

493,555



____________

____________

Share capital and reserves




Called-up share capital

13

39,272

39,269

Share premium account


4,427

4,387

Special reserve


6,726

6,726

Equity component of 3.5% Convertible Unsecured Loan Stock 2018

12

3,163

4,126

Capital redemption reserve


16,945

16,945

Capital reserve

14

432,669

406,688

Revenue reserve


16,563

15,414



____________

____________

Equity shareholders' funds

14

519,765

493,555



____________

____________





Net asset value per Ordinary share (pence)

14

264.70

251.37



____________

____________

 



RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS (audited)

 

 

For the year ended 31 August 2012











Share


Equity

Capital





Share

premium

Special

component

redemption

Capital

Revenue



capital

account

reserve

CULS 2018

reserve

reserve

reserve

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 31 August 2011

39,269

4,387

6,726

4,126

16,945

406,688

15,414

493,555

Return on ordinary activities after taxation

-

-

-

-

-

25,981

6,472

32,453

Issue of new Ordinary shares from conversion of 3.5% Convertible Unsecured Loan Stock 2018

3

40

-

(3)

-

-

-

40

Dividend paid

-

-

-

-

-

-

(6,283)

(6,283)

Transfer of notional interest element on 3.5% Convertible Unsecured Loan Stock 2018

-

-

-

(960)

-

-

960

-


______

______

______

______

______

______

______

______

Balance at 31 August 2012

39,272

4,427

6,726

3,163

16,945

432,669

16,563

519,765


______

______

______

______

______

______

______

______










For the year ended 31 August 2011











Share


Equity

Capital





Share

premium

Special

component

redemption

Capital

Revenue



capital

account

reserve

CULS 2018

reserve

reserve

reserve

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 31 August 2010

39,262

4,285

6,726

-

16,945

393,419

10,687

471,324

Return on ordinary activities after taxation

-

-

-

-

-

13,269

8,457

21,726

Dividend paid

-

-

-

-

-

-

(3,730)

(3,730)

Issue of 3.5% Convertible Unsecured Loan Stock 2018

-

-

-

4,133

-

-

-

4,133

Issue of new Ordinary shares from conversion of 3.5% Convertible Unsecured Loan Stock 2018

7

102

-

(7)

-

-

-

102


______

______

______

______

______

______

______

______

Balance at 31 August 2011

39,269

4,387

6,726

4,126

16,945

406,688

15,414

493,555


______

______

______

______

______

______

______

______










The capital reserve includes investment holding gains amounting to £232,881,000 (2011 - £217,280,000), as disclosed in note 9.

The revenue reserve represents the amount of the Company's reserves distributable by way of dividend.

The accompanying notes are an integral part of the financial statements.

 

 



CASHFLOW STATEMENT (audited)

 

 



Year ended

Year ended



31 August 2012

  31 August 2011


Notes

£'000

£'000

£'000

£'000

Net cash inflow from operating activities

15


9,819


10,225







Servicing of finance






Bank, loan and CULS interest paid



(2,096)


(1,191)







Taxation






Net tax paid



(579)


(583)







Financial investment






Purchases of investments


(33,721)


(90,751)


Sales of investments


28,595


28,451




_______


_______


Net cash outflow from financial investment



(5,126)


(62,300)







Equity dividend paid



(6,283)


(3,730)




_______


_______

Net cash outflow before financing



(4,265)


(57,579)







Financing






Issue of 3.5% Convertible Unsecured Loan Stock 2018



-


60,400

Expenses re the issue of 3.5% Convertible Unsecured Loan Stock 2018



-


(876)




_______


_______

Net cash inflow from financing



-


59,524




_______


_______

(Decrease)/increase in cash

16


(4,265)


1,945




_______


_______

Reconciliation of net cash inflow to movements in net funds






(Decrease)/increase in cash as above



(4,265)


1,945

Exchange movements



(14)


460




_______


_______

Movement in net funds in the year



(4,279)


2,405

Net funds at 1 September



6,930


4,525




_______


_______

Net funds at 31 August



2,651


6,930




_______


_______

 



NOTES TO THE ACCOUNTS (audited)

 

 

1.

Accounting policies


(a)

 Basis of accounting



The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of investments and in accordance with the applicable UK Accounting Standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on a going concern basis.






The financial statements, and the net asset value per share figures, have been prepared in accordance with UK Generally Accepted Accounting Practice ('UK GAAP').





(b)

Investments



Listed investments have been designated upon initial recognition as fair value through profit or loss. Investments are recognised and de-recognised on the trade date at fair value, which is generally deemed to be the cost of the investment at that point. Subsequent to initial recognition, investments are valued at fair value, which for listed investments is deemed to be bid market prices or closing prices for SETS (London Stock Exchange's electronic trading service) stocks sourced from the London Stock Exchange. Gains and losses arising from changes in fair value are included as a capital item in the Income Statement and are ultimately recognised in the capital reserve.





(c)

Income



Dividends (other than special dividends), including taxes deducted at source, are included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are reviewed on a case-by-case basis and may be credited to capital, if circumstances dictate. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time-apportioned basis so as to reflect the effective yield on shares. Other returns on non-equity shares are recognised when the right to return is established. The fixed return on a debt security, if material, is recognised on a time apportioned basis so as to reflect the effective yield on each security. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the foregone cash dividend is recognised as income. Any excess in the value of the shares received over the amount of cash dividend foregone is recognised in capital reserves. Interest receivable on bank balances is dealt with on an accruals basis.





(d)

Expenses





(e)

Deferred taxation



Deferred taxation is provided on all timing differences, that have originated but not reversed at the Balance Sheet date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the Balance Sheet date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Due to the Company's status as an investment trust company, and the intention to continue to meet the conditions required to obtain approval for the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.





(f)

Capital reserves



Gains and losses on investments and changes in fair values of investments which are readily convertible to cash, without accepting adverse terms, are transferred to the capital reserve.





(g)

Foreign currency



Assets and liabilities in foreign currencies are translated at the rates of exchange ruling on the Balance Sheet date. Transactions involving foreign currencies are converted at the rate ruling on the date of the transaction. Gains and losses on the realisation of foreign currencies are recognised in the Income Statement and are then transferred to the capital reserve.





(h)

Dividends payable



Final dividends are dealt with in the period in which they are paid.





(i)

3.5% Convertible Unsecured Loan Stock 2018



Convertible Unsecured Loan Stock ("CULS") issued by the Company is regarded as a compound instrument, comprising of a liability component and an equity component. At the date of issue, the fair value of the liability component was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 4.662%. The fair value of the equity component, representing the option to convert liability into equity, is derived from the difference between the issue proceeds of the CULS and the fair value assigned to the liability. The liability component is subsequently measured at amortised cost using the effective cost interest rate.






Direct expenses associated with the CULS issue are allocated to the liability and equity components in proportion to the split of the proceeds of the issue. Expenses allocated to the liability component are amortised over the life of the instrument.






The interest expense on the CULS is calculated according to the effective interest rate method by applying the assumed rate of 4.662% at initial recognition to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying liability of the CULS.






On conversion of CULS, equity is issued and the liability component is derecognised. The original equity component recognised at inception remains in equity. No gain or loss is recognised on conversion.






When CULS is repurchased for cancellation, the fair value of the liability at the redemption date is compared to its carrying amount, giving rise to a gain or loss on redemption that is recognised through profit or loss. The amount of consideration allocated to equity is recognised in equity with no gain or loss being recognised.






In the event of a winding-up of the Company the rights and claims of the Trustee and CULS holders would be subordinate to the claims of all creditors in respect of the Company's secured and unsecured borrowings, under the terms of the Trust Deed.

 



2012

2011

2.

Income

£'000

£'000


Income from investments




UK dividend income

1,460

653


Overseas dividend income

14,390

14,791


Scrip dividends

195

1,623



_______

_______



16,045

17,067



_______

_______


Other income




Deposit interest

8

8


Interest from UK Treasury Bills

1

-



_______

_______



9

8



_______

_______


Total income

16,054

17,075



_______

_______









2012

2011


Income from investments

£'000

£'000


Listed UK

626

482


Listed overseas

15,419

16,585



_______

_______



16,045

17,067



_______

_______

 



2012

2011



Revenue

Capital

Total

Revenue

Capital

Total

3.

Investment management fee

£'000

£'000

£'000

£'000

£'000

£'000


Investment management fee

5,009

5,009

5,058

5,058



_______

_______

_______

_______

_______

_______










The management fee paid to Aberdeen Asset Managers Limited ('the Manager') is 0.25% per quarter of the total net assets less (i) the value of any investment funds managed by the Manager and (ii) 50% of the value of any investment funds managed or advised by investment managers other than the Manager.




The management agreement is terminable by the Company on three months' notice or in the event of a change of control in the ownership of the Manager. The notice period required by the Manager is six months. 



 



2012

2011

4.

Administrative expenses

£'000

£'000


Share Plan marketing contribution

205

187


Directors' fees

152

125


Safe custody fees

395

406


Auditor's remuneration:




Fees payable to the Company's auditor for the audit of the Company's annual accounts

16

20


Fees payable to the Company's auditor for the review of the Company's half yearly accounts

5

4


Secretarial fee

103

93


Other expenses

357

350



_______

_______



1,233

1,185



_______

_______






The secretarial fee is paid to the Manager and adjusted annually in line with the Retail Prices Index. The contribution to Share Plan Marketing was paid to the Manager in respect of marketing and promotion of the Company.




The audit fee of £20,000 for the year ended 31 August 2011 included an amount of £5,000 paid to KPMG for additional audit work related to the issue of Convertible Unsecured Loan Stock 2018. No additional fees were due to KPMG for the year ended 31 August 2012.




No pension contributions were made in respect of any of the Directors.




The Company does not have any employees.

 



2012

2011

5.

Interest payable and similar charges

£'000

£'000


Loans repayable in less than 1 year

 -

10


Interest on 3.5% Convertible Unsecured Loan Stock 2018

2,096

1,337


Notional interest on 3.5% Convertible Unsecured Loan Stock 2018

596

364


Amortisation of 3.5% Convertible Unsecured Loan Stock 2018 issue expenses

60

97



_______

_______



2,752

1,808



_______

_______

 



2012

2011



Revenue

Capital

Total

Revenue

Capital

Total

6.

Taxation

£'000

£'000

£'000

£'000

£'000

£'000


(a)

Analysis of charge for the year









Irrecoverable overseas withholding tax

588

-

588

574

-

574




_______

_____

_____

______

______

______



Taxation on ordinary activities

588

-

588

574

-

574




_______

_____

_____

______

______

______











(b)

Factors affecting the tax charge for the year



The tax assessed for the year is lower than the effective rate of corporation tax in the UK.







2012

2011




Revenue

Capital

Total

Revenue

Capital

Total




£'000

£'000

£'000

£'000

£'000

£'000



Return on ordinary activities before taxation

7,060

25,981

33,041

9,031

13,269

22,300




_______

_____

_____

______

______

______



Effective rate of corporation tax at 25.17% (2011 - 27.17%)

1,777

6,539

8,316

2,454

3,605

6,059



Effects of:









UK dividend income

(367)

-

(367)

(178)

-

(178)



Gains on investments not taxable

-

(6,543)

(6,543)

-

(3,480)

(3,480)



Currency losses/(gains) not taxable

-

4

4

-

(125)

(125)



Other non-taxable income

(3,671)

-

(3,671)

(4,459)

-

(4,459)



Increase in excess expenses and loan relationship deficit

2,261

-

2,261

2,183

-

2,183



Irrecoverable overseas withholding tax

588

-

588

574

-

574




_______

_____

_____

_______

_______

_______



Current tax charge for year

588

-

588

574

-

574




_______

_____

_____

_______

_______

_______











(c)

Provision for deferred taxation 



No provision for deferred taxation has been made in the current year or in the prior year.






The Company has not provided for deferred tax on capital gains or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an investment trust company.





(d)

Factors that may affect future tax charges



The Company has not recognised a deferred tax asset £5,495,000 (2011 - £3,617,000) arising as a result of excess management expenses and non-trade loan relationship deficits. These expenses will only be utilised if the Company has profits chargeable to corporation tax in the future.

 

7.

Dividends


In order to comply with the requirements of Sections 1158 -1159 of the Corporation Tax Act 2010 and with company law, the Company is required to make a final dividend distribution.




The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.




The table below sets out the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158 - 1159 are considered. The revenue available for distribution by way of dividend for the year is £6,472,000 (2011 - £8,457,000).



2012

2011



£'000

£'000


Proposed final dividend for 2012 - 2.20p per Ordinary share (2011 - 3.20p)

4,320

6,283



_______

_____






The final dividend will be paid on 14 December 2012 to shareholders on the register at the close of business on 16 November 2012.

 



2012

2011

8.

Return per Ordinary share

£'000

pence

£'000

pence


Revenue return

6,472

3.30

8,457

4.31


Capital return

25,981

13.23

13,269

6.76



_______

_______

_______

______


Total return

32,453

16.53

21,726

11.07



_______

_______

_______

______


Weighted average Ordinary shares in issue


196,349,420


196,313,144




_________


_________





The impact of the 3.5% Convertible Unsecured Loan Stock 2018 issued in January 2011 on both the revenue return per Ordinary share and total return per Ordinary share was anti-dilutive for the year ended 31 August 2012 and 31 August 2011.

 



Listed

Listed




overseas

 in UK

Total

9.

Investments

£'000

£'000

£'000


Fair value through profit or loss:





Opening book cost

308,070

15,889

323,959


Opening fair value gains/(losses) on investments held

217,619

(339)

217,280



_______

_______

_______


Opening fair value

525,689

15,550

541,239


Movements in year:





Purchases at cost

31,094

2,638

33,732


Sales - proceeds

(27,364)

-

(27,364)


Sales - gains on sales

10,394

-

10,394


Current year fair value gains/(losses) on investments held

15,661

(60)

15,601



_______

_______

_______


Closing fair value

555,474

18,128

573,602



_______

_______

_______








Listed

Listed




overseas

 in UK

Total



£'000

£'000

£'000


Closing book cost

322,194

18,527

340,721


Closing fair value gains/(losses) on investments held

233,280

(399)

232,881



_______

_______

_______


Closing fair value

555,474

18,128

573,602



_______

_______

_______









2012

2011




£'000

£'000


Listed on a recognised overseas investment exchange


555,474

525,689


Listed in the UK


18,128

15,550




_______

_______




573,602

541,239




_______

_______









2012

2011


Gains on investments held at fair value through profit or loss


£'000

 £'000


Realised gains on sales


10,394

16,031


Increase/(decrease) in fair value gains on investments held


15,601

(3,222)




_______

_______




25,995

12,809




_______

_______







Transaction costs


During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the Income Statement. The total costs were as follows:









2012

2011




£'000

£'000


Purchases


106

209


Sales


84

70




_______

_______




190

279




_______

_______

 



2012

2011

10.

Debtors and prepayments

£'000

£'000


Accrued income

1,528

1,497


Amounts due from brokers

 -

1,231


Overseas withholding tax recoverable

 -

9


Other debtors and prepayments

70

58



_______

_______



1,598

2,795



_______

_______

 



2012

2011

11.

Creditors: amounts falling due within one year

£'000

£'000


Amounts due to brokers

11

 -


Other creditors

1,709

1,659



_______

_______



1,720

1,659



_______

_______

 

12.

Non-current liabilities





3.5% Convertible Unsecured Loan Stock 2018






Number

Liability

Equity



of units

component

component



£'000

£'000

£'000


Balance at 31 August 2011

59,891

55,750

4,126


Conversion of 3.5% Convertible Unsecured Loan Stock 2018 into Ordinary shares

(43)

(40)

(3)


Notional interest on 3.5% Convertible Unsecured Loan Stock 2018

-

596

-


Notional interest on 3.5% Convertible Unsecured Loan Stock 2018 transferred to revenue reserve

-

-

(960)


Amortisation of issue expenses (see note 1(i))

-

60

-



_______

_______

_______


Balance at 31 August 2012

59,848

56,366

3,163



_______

_______

_______








Number

Liability

Equity



of units

component

component



£'000

£'000

£'000


Balance at 31 August 2010

-

-

-


Issue of 3.5% Convertible Unsecured Loan Stock 2018

60,000

55,894

4,106


Premium on issue

-

373

27


Expenses of the issue

-

(816)

-


Conversion of 3.5% Convertible Unsecured Loan Stock 2018 into Ordinary shares

(109)

(102)

(7)


Notional interest on 3.5% Convertible Unsecured Loan Stock 2018

-

364

-


Amortisation of issue expenses (see note 1(i))

-

37

-



_______

_______

_______


Balance at 31 August 2011

59,891

55,750

4,126



_______

_______

_______







On 12, 26 and 27 January 2011, the Company issued a total of £60,000,000 nominal amount of 3.5% Convertible Unsecured Loan Stock 2018 ("CULS"). The CULS can be converted at the election of holders into Ordinary Shares during the months of January and July each year throughout their life, to January 2018 at a rate of 1 Ordinary share for every 310.1528p nominal of CULS. Once 80% of the CULS issued have been converted the Company is allowed to request that holders redeem or convert the remainder. Interest is paid on the CULS on 31 January and 31 July each year, of which 100% is charged to revenue in line with the Board's expected long-term split of returns from the investment portfolio of the Company.




The Company has decided to make an annual transfer between the equity component of the CULS and the revenue reserve so that the revenue reserve reflects distributable reserves as defined by company law.




During the year ended 31 August 2012 the Company converted £43,160 (2011 - £108,987) nominal amount of CULS into 13,909 (2011 - 35,131) Ordinary shares.




As at 31 August 2012, there was £59,847,853 (2011 - £59,891,013) nominal amount of CULS in issue.

 



2012

2011

13.

Called-up share capital

£'000

£'000


Allotted, called-up and fully paid:




Ordinary shares of 20p




Opening balance of 196,346,350 (2011 - 196,311,219) shares

39,269

39,262


Issue of 13,909 (2011 - 35,131) Ordinary shares on conversion of £43,160 (2011 - £108,987) nominal 3.5% Convertible Unsecured Loan Stock 2018

3

7



_______

_______


Closing balance of 196,360,259 (2011 - 196,346,350) shares

39,272

39,269



_______

_______

 

 

14.

Net asset value per share


The net asset value per share and the net asset values attributable to the Ordinary shareholders at the year end calculated in accordance with the Articles of Association were as follows:







2012

2011


Net assets attributable (£'000)

519,765

493,555


Number of Ordinary shares in issue

196,360,259

196,346,350


Net asset value per share (p)

264.70

251.37



_______

_______






The impact of the 3.5% Convertible Unsecured Loan Stock 2018 issued in January 2011 on the net asset value per share was anti-dilutive for the year ended 31 August 2012 and 31 August 2011.

 

15.

Reconciliation of net return before finance costs and

2012

2011


taxation to net cash inflow from operating activities

£'000

£'000


Net return before finance costs and taxation

35,793

24,108


Adjustments for:




Gains on investments held at fair value through profit or loss

(25,995)

(12,809)


Exchange losses/(gains) charges to capital

14

(460)


Increase in accrued income

(31)

(728)


(Increase)/decrease in other debtors

(12)

10


Increase in sundry creditors including management fee due

50

104



_______

_______


Net cash inflow from operating activities

9,819

10,225



_______

_______

 



1 September

Cash

Currency

31 August



2011

flow

movements

2012

16.

Analysis of changes in net funds

£'000

£'000

£'000

£'000



_______

_______

_______

_______


Cash and short term deposits

6,930

(4,265)

(14)

2,651



_______

_______

_______

_______

 

17.

Capital management policies and procedures


The Company's capital management objectives are:


to ensure that the Company will be able to continue as a going concern; and


to maximise the capital return to its equity shareholders through an appropriate balance of equity capital and debt. The Board has imposed a maximum gearing level of 20% of net assets.




The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Manager's views on the market, and the extent to which revenue in excess of that which is required to be distributed should be retained.




The Company has no externally imposed capital requirements.

 

18.

Financial instruments

 


Risk management

 


The Company's financial instruments comprise securities and other investments, cash balances, Convertible Unsecured Loan Stock and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.

 



 


The Manager has a dedicated investment management process, which aims to ensures that the investment policy explained below is followed. Stock selection procedures are in place based on the active portfolio management and identification of stocks. The portfolio is reviewed on a periodic basis by a Senior Investment Manager and also by the Manager's Investment Committee.

 



 


The Company's Manager has an independent Investment Risk department for reviewing the investment risk parameters of the Company's portfolio on a regular basis. The department reports to the Manager's Performance Review Committee which is chaired by the Manager's Chief Investment Officer. The department's responsibility is to review and monitor ex-ante (predicted) portfolio risk and style characteristics using best practice, industry standard multi-factor models.

 



 


Additionally, the Manager's Compliance department continually monitors the Trust's investment and borrowing powers and reports to the Manager's Risk Management Committee.

 



 


The main financial risks that the Company faces from its financial instruments are market risk (comprising interest rate risk, currency risk and other price risk), liquidity risk and credit risk.

 



 


The Board regularly reviews and agrees policies for managing each of these risks. The Manager's policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short-term debtors and creditors.

 



 


Market risk

 


The fair value of or future cash flows from a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk and other price risk. 

 



 


Interest rate risk

 


Interest rate movements may affect the level of income receivable on cash deposits.

 



 


The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions.

 



 


Interest risk profile

 


The interest rate risk profile of the portfolio of the Company's financial assets and liabilities, excluding equity holdings which are all non-interest bearing, at the Balance Sheet date was as follows:

 









Weighted average






period for which

Weighted
average

Fixed

Floating



rate is fixed

interest rate

rate

rate


At 31 August 2012

Years

%

£'000

£'000


Assets






Indian Rupee

-

-

-

21


Sterling

-

0.23

-

2,617


Taiwanese Dollar

-

-

-

13



_______

_______

_______

_______


Total assets

n/a

n/a

-

2,651



_______

_______

_______

_______








Liabilities






3.5% Convertible Unsecured Loan Stock 2018

5.33

3.50

56,366

-



_______

_______

_______

_______


Total liabilities

n/a

n/a

56,366

-



_______

_______

_______

_______









Weighted average






period for which

Weighted
average

Fixed

Floating



rate is fixed

interest rate

rate

rate


At 31 August 2011

Years

%

£'000

£'000


Assets






Indian Rupee

-

-

-

48


Sterling

-

0.44

-

6,682


Taiwanese Dollar

-

-

-

13


US Dollar

-

0.10

-

187



_______

_______

_______

_______



n/a

n/a

-

6,930



_______

_______

_______

_______








Liabilities






3.5% Convertible Unsecured Loan Stock 2018

6.33

3.50

55,750

-



_______

_______

_______

_______


Total liabilities

n/a

n/a

55,750

-



_______

_______

_______

_______








The weighted average interest rate is based on the current yield of each asset, weighted by its market value.

 


The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.

 


The Company's equity portfolio and short-term debtors and creditors (excluding bank loans) have been excluded from the above tables.

 



 


Interest rate sensitivity

 


Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total profit.

 



 


Foreign currency risk

 


The majority of the Company's investment portfolio is invested in overseas securities and the Balance Sheet, therefore, can be significantly affected by movements in foreign exchange rates. It is not the Company's policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investments with foreign currency borrowings.

 



 


The revenue account is subject to currency fluctuation arising on dividends paid in foreign currencies. The Company does not hedge this currency risk.

 



 


Foreign currency risk exposure by currency of denomination:

 



 



31 August 2012

 31 August 2011

 




Net

Total


Net

Total

 



Overseas

monetary

currency

Overseas

monetary

currency

 



investments

assets

exposure

investments

assets

exposure

 



£'000

£'000

£'000

£'000

£'000

£'000

 


Hong Kong Dollar

144,656

-

144,656

142,762

-

142,762

 


Indian Rupee

73,908

21

73,929

79,713

48

79,761

 


Indonesian Rupiah

10,744

-

10,744

9,250

-

9,250

 


Korean Won

43,589

-

43,589

41,531

-

41,531

 


Malaysian Ringgit

23,019

-

23,019

20,496

-

20,496

 


Philippine Peso

23,231

-

23,231

16,777

-

16,777

 


Singapore Dollar

120,847

-

120,847

134,211

-

134,211

 


Sri Lankan Rupee

12,488

-

12,488

15,229

-

15,229

 


Taiwanese Dollar

35,154

13

35,167

33,293

13

33,306

 


Thailand Baht

29,032

-

29,032

32,427

-

32,427

 


US Dollar

38,806

-

38,806

-

187

187

 



_______

_______

_______

_______

_______

_______

 



555,474

34

555,508

525,689

248

525,937

 


Sterling

18,128

2,617

20,745

15,550

6,682

22,232

 



_______

_______

_______

_______

_______

_______

 


Total

573,602

2,651

576,253

541,239

6,930

548,169

 



_______

_______

_______

_______

_______

_______

 









 


Foreign currency sensitivity

 


There is no sensitivity analysis included, as the Company's significant foreign currency financial instruments are in the form of equity investments, which have been included within the other price risk sensitivity analysis, so as to show the overall level of exposure.

 



 


Other price risk

 


Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.

 



 


It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. Both the allocation of assets and the stock selection process act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on various stock exchanges worldwide.

 



 


Other price risk sensitivity

 


If market prices at the Balance Sheet date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 August 2012 would have increased/decreased by £57,360,000 (2011 - increased/decreased by £54,124,000) and equity reserves would have increased/decreased by the same amount.

 



 


Liquidity risk

 


This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not considered to be significant, as the Company's assets mainly comprise readily realisable securities which can be sold to meet funding requirements if necessary.  In order to monitor the concentration of Dragon's investee companies with Aberdeen, the total percentage holdings of those securities owned by Aberdeen-managed funds is reviewed by the Board.

 



 


The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions, and reviews these on a regular basis. The Board has imposed a maximum gearing level, measured on the most stringent basis of calculation after netting off cash equivalents, of 20%.

 



 


Short-term flexibility can be achieved through the use of loan and overdraft facilities. At 31 August 2011 and 2012 the Company had no loan or overdraft facility in place. Details of the Board's policy on gearing are shown in the interest rate risk section of this note.

 



 


Liquidity risk exposure

 


At 31 August 2012 the Company had borrowings in the form of the £59,847,853 nominal of 3.5% Convertible Unsecured Loan Stock 2018 (2011 - £59,891,013).

 



 


Credit risk

 


This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.

 



 


The risk is not considered to be significant, and is actively managed as follows:

 


investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the Manager, and limits are set on the amount that may be due from any one broker;

 


the risk of counterparty, including the custodian, exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a daily basis. In addition, the Custodian carries out a stock reconciliation to third party administrators' records on a daily basis to ensure discrepancies are picked up on a timely basis. The Manager's Compliance department carries out periodic reviews of the Custodian's operations and reports its finding to the Manager's Risk Management Committee. This review will also include checks on the maintenance and security of investments held;

 


cash is held only with reputable banks with high quality external credit enhancements.

 



 


None of the Company's financial assets are secured by collateral or other credit enhancements.

 



 


Credit risk exposure

 


In summary, compared to the amounts in the Balance Sheet, the maximum exposure to credit risk at 31 August was as follows:

 



 



2012

2011

 



Balance

Maximum

Balance

Maximum

 



Sheet

exposure

Sheet

exposure

 


Current assets

£'000

£'000

£'000

£'000

 


Loans and receivables

1,598

1,598

2,795

2,795

 


Cash at bank and in hand

2,651

2,651

6,930

6,930

 



_______

_______

_______

_______

 



4,249

4,249

9,725

9,725

 



_______

_______

_______

_______

 


None of the Company's financial assets is past due or impaired.

 



 


Maturity of financial liabilities

 


The maturity profile of the Company's financial liabilities at 31 August was as follows:

 



2012

2011

 



£'000

£'000

 


In more than one year

56,366

55,750

 



_______

_______

 





 


At 31 August 2012 the full contractual liability for the CULS assuming no further conversions was £71,013,000 (2011 - £73,160,000).

 

 

19.

Fair value hierarchy


FRS 29 'Financial Instruments: Disclosures' requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.  The fair value hierarchy has the following levels:




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


Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (ie as prices) or indirectly (ie derived from prices); and


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




All of the Company's investments are in quoted equities (2011 - same) actively traded on recognised stock exchanges, with their fair value being determined by reference to their quoted bid prices at the reporting date. The total value of the investments (2012 - £573,602,000; 2011 - £541,239,000) have therefore been deemed as Level 1.

 

21.     The Annual General Meeting will be held on 11 December 2012 at Bow Bells House, 1 Bread Street London.

22.     The Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 31 August 2012 have been agreed with the auditors and are an abridged version of the Company's full accounts, which have been approved and audited with an unqualified report. The 2012 and 2011 statutory accounts received unqualified reports from the Company's auditors and did not include any reference to matters to which the auditors drew attention by way of emphasis without qualifying the reports, and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006. The financial information for 2011 is derived from the statutory accounts for 2011 which have been delivered to the Registrar of Companies. The 2012 accounts will be filed with the Registrar of Companies in due course.

          The annual results are circulated to shareholders in the form of an Annual Report, copies of which will be available at the Company's registered office, 40 Princes Street, Edinburgh EH2 2BY or on the Company's website www.edinburghdragon.co.uk.

          Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.

By Order of the Board

Aberdeen Asset Managers Limited, Secretary

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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