Final Results

PRELIMINARY ANNOUNCEMENT OF RESULTS For the year ended 28 February 2006 CHAIRMAN'S STATEMENT The Year's Returns: NAV: +6.5% to 244.9p; I have to report to shareholders that we have not had a very good year. Over the twelve months to the end of February our net asset value rose by 6.5% to 244.9p. It is of course our purpose in business to provide positive returns for shareholders - and that indeed we achieved - but we could have done so much better for you than we did. The stock market as a whole - as measured by the FTSE All-Share Index - rose by 18.6%, so that our return for you trailed well behind. The reason for the poor relative performance effectively came down to our investment in the shares of just three small companies - Gresham Computing, Emblaze Systems, and Orca Interactive. The prospects for each company depended on a particular event, which did not materialise, causing disappointment in the stock market and a large decline in the price of their shares. In each case we had made a considerable commitment. It was a case of the promise of jam today being delayed to jam tomorrow. The pity of it was that other parts of the portfolio did very well indeed. James Barstow's portfolio management approach is based on his macro economic assessment of the investment environment, from which he identifies favourable investment themes and picks the shares of companies which stand to benefit from them. Furthermore, the holding which provided the best return from the portfolio was BTG Group, itself a smaller company, the prospects for which are also driven by a particular event - the outcome of its trials of a drug for the treatment of varicose veins. It would not be surprising if one or more of the events concerning Gresham, Emblaze and Orca were to come to pass and to turn our losses into profits. James remains optimistic that these commitments - taken as a whole - will prove to be rewarding. The tables below show the top five contributors to and detractors from the returns we made during the year. Represented in them are two of the themes that James has focused on so successfully in the past: house building and Ireland. To have earned returns from the top 5 contributors which alone would have added circa 20% to the net asset value and then to have lost most of it from five other holdings can certainly be described as a tragedy and James himself is more than contrite in his own report in the annual report to be sent to shareholders. Increase in value Contribution to NAV Top 5 Contributors 1. BTG Group £2,262,000 15.0p 2. Persimmon £2,223,000 14.7p 3. Anglo Irish Bank £1,213,000 8.0p 4. Gartmore Irish Inv. Tst. £806,000 5.3p 5. Standard & Chartered Bank £427,000 2.8p TOP 5 CONTRIBUTORS £6,931,000 45.8p . Decrease in value Detraction from NAV Top 5 Detractors 1. Gresham Computing £2,315,000 15.3p 2. Emblaze Systems £1,714,000 11.3p 3. Orca Interactive £1,254,000 8.3p 4. Monterrico Metals £383,000 2.5p 5. Asia Energy £274,000 1.8p TOP 5 DETRACTORS £5,940,000 39.2p It is the policy of the Board of Directors that the dividend should grow over the years. However it should be recognised that the income earned will fluctuate according to what investments are held in the portfolio in any given year - so that some years (2005 for instance) there will be a contribution to revenue reserves and others (this year for instance) there will be a drawdown from reserves. The Board is recommending a dividend of 2.95p per share in respect of the past year, which if approved by shareholders, will be paid on 16 August 2006. Long Term NAV: 5 Years: + 34.1% to Benchmark: + 3.1% Returns: 244.98p; Since launch (13/3/97): + Benchmark: +37.1% 150.5% to 244.98p; Despite having had a difficult year the long-term returns remain good. Over the last 5 years, the time the Board has determined that is most appropriate over which to judge the Manager's performance, the net asset value has risen by 34.1%. It amounts to 6.4% per annum and it is better than that of the stock market which rose by 3.1%, equivalent to 0.6% per annum. Good long-term returns, in our case, come from getting the investment environment right and from patient investing. James's long-term thesis is that the global economic environment is fundamentally disinflationary - even deflationary - the influences of the Chinese and Indian economies, of technology, of globalisation and of the ageing populations all having restraining influences on output prices. There is no doubt that we are going through a period of rising inflation at the moment - driven by higher commodity prices and plentiful money - but that does not change those fundamentally deflationary forces at work. The Board recently held an "away-day" meeting when it considered a number of long-term issues, including that of the long-term investment environment. Part of the agenda for the day was a basic review of the environment; another part was a critical review of our investment activity in relation to it, including a long hard look at why we have not done so well recently. It is the role of a board to lend its support to the manager in such circumstances and to provide as much assistance as possible. This I hope that we have done and that as a consequence we can continue to produce good long-term returns for shareholders. The Board of Directors, in its annual assessment of the Manager, concluded that, although the short-term returns were not as good as they ought to have been, the long-term ones were good and that Mars Asset Management had the resources, experience and talent to reproduce the good long-term returns that it has in the past. It therefore concluded that it was in shareholders' interests that Mars should remain in situ as the Manager. Shareholders' Total Returns: Over one year: +6.9p or +3.3% Over five years: +54.9p or +31.3% The return that shareholders ultimately achieve derives from the dividends paid and the share price appreciation, which in turn derives from the combination of the appreciation of the net asset value, tempered by any change in the discount to the net asset value at which the share price stands. The table below outlines the total return (share price appreciation and dividends) that shareholders enjoyed over the last year and the last five years. Attribution of shareholders' return One year Five years Increase in NAV per share +15.0p +6.5% +63.3p +34.1% Change in discount -9.7p -4.6% -22.8p -13.1% Increase in share price +4.0p +1.9% +40.5p +23.3% Dividends +2.9p +1.4% +14.4p +8.2% Total Shareholders' Return* +6.9p +3.3% +54.9p +31.3% *NB dividends not reinvested Part of the job of achieving good shareholders' returns is that of attending to the discount at which the share price stands in relation to its net asset value. The best way of achieving as good a rating as possible is to achieve good returns. Communicating with shareholders and with the market is another important part of the process. And the Board takes powers each year to buy back shares into treasury or for cancellation as may be appropriate. We appreciate that buying back shares at a discount to the underlying net asset value enhances it but we are also conscious of the fact that reducing the overall value of the Company's market capitalisation makes it less attractive for a lot of shareholders and can therefore lead to a higher discount. We continue to monitor this dilemma. Changes in the Annual Report: Change in accounting standards, adopting "IFRS" The Business Review It seems that every year boards of directors of quoted British companies have some new requirement that they have to address in reporting to shareholders. This year there are two new ones: the adoption of a brand new set of accounting standards, the International Financial Reporting Standards ("IFRS"), and The Business Review. The International Accounting Standards Board has issued a new set of standards for quoted British companies - and indeed, in theory at least, all quoted companies - which is aimed at setting a common set of standards around the world. It is a perfectly sensible goal because it makes accounts globally comparable. However the standards have not only been harmonised on a country basis but also on an industry basis, ignoring the differing nature of different business. To make matters worse, a set of accounts has now become even longer and even more unintelligible to the beneficial owners of shares. In our case, although there are a lot of differences in how we report to you, there are two differences that effect the reported net asset value: (i) the portfolio is now valued using bid prices (the price at which a market makers bids for shares) and (ii) the final dividend is no longer deducted from the net asset value. The net effect of these changes on last year's reported net asset value amounts to an increase of £133,000 or 0.9p per share to 230.0p per share. It has not made a huge difference. The Business Review is a new requirement that emanates from the Modernisation Directive of the European Union: it requires quoted companies to provide shareholders with a fair review of the business, a description of its principal risks and uncertainties, an analysis of its development and performance and finally those key performance indicators that give guidance as to its performance. It was one of the issues that the board gave consideration to at its away-day, focusing particularly on the risks that long-term shareholders of Aurora Investment Trust assume in being shareholders and on the key performance indicators that the Board uses to assess the performance of the Company over one year and five years. Because of the volatile nature of equities, the Board does not consider one year a satisfactory time period over which to make such judgments and has chosen to include the five year numbers alongside the one year ones. As I said earlier it is the time period over which the Board judges Mars Asset Management in the annual review. The Business Review forms part of the Directors' Report, as it must. Annual General Meeting: at 12 pm on 1st August 2006 at 145-157 St John St., London, EC1 I do urge as many shareholders as possible to join us for the Annual General Meeting. It will be held at 12 pm at Cavendish Administration's offices at Crusader House 145-157 St John Street, London (Farringdon tube station). It is the occasion when shareholders can meet all of the directors and ask questions or make comments or suggestions which we would welcome and which we feel that all shareholders should have the benefit of hearing. Please come and join us. Current Outlook and Prospects: A remarkable thing about the last few years has been the steady growth of the world economy. Although there were some economic set backs amongst emerging economies at the end of the 1990s and in the more mature economies following the bursting of the dot.com boom in 2000, the global economy itself has continued to grow. The last three years has witnessed a bull market in most asset classes with the FTSE All-Share in particular rising from a low of circa 3,200 in the first quarter of 2003 to circa 6,000 recently. It has been a period of easy money; it has also been a period during which China, India and Japan - all three important economies - have contributed to global economic growth, Japan's economy having been in a dire state for many years. A consequence of it has been a huge increase in the price of many commodities for the first time since the 1970s. More importantly for the various stock markets, there has been a material strengthening of corporate balance sheets as companies have experienced strong cash flow, have been able to pay out higher dividends and even able to buy back surplus equity. A combination of low inflation, low interest rates, strong corporate cash flow and rising earnings and dividends represents the sweet spot for equities. However in the shorter-term your directors are somewhat cautious. After such a run, it would not be unusual for stock markets to pause for breath. Around the world central banks have begun increasing interest rates for fear of rising inflation; indeed there has been considerable asset price inflation recently. That part of our discussion at our away-day which focussed on risks highlighted our concerns that interest rates may rise rather further than people are currently expecting; if so it could lead to a rather tough time for both bond and equity markets. While we would not say that investors generally are thoughtlessly ebullient - as they undoubtedly were at the beginning of 2000 - there are risks (higher interest rates, bird flu', Iran, oil supply problems, the US Dollar to name but a few), which may not be fully priced into equity shares. And of course there will inevitably be events which occur which none of us ever thought of. The difficult trick that central bankers have is to manage raising interest rates so as to curtail any rise in inflation without precipitating a recession: possibly easier said than done. Still the long-term global growth story remains intact. There is no doubt that equities in most countries in the world are much more reasonably valued than they were in 2000. Given that such a very large proportion of the profits made by companies listed on the London Stock Exchange are earned overseas, there is every chance that corporate Britain should be a major beneficiary of that global growth. Providing the central banks don't mismanage interest rates and that a serious bout of protectionism doesn't derail the global growth story, there is no reason why selected British companies cannot prosper in the years ahead. It is up to us to identify and invest in them. We have in the past and I am sure we will in the future. Alex Hammond-Chambers Chairman 15 June 2006 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2006 Year ended 28 February 2006 Year ended 28 February 2005* Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains/(losses) on fair value through profit or loss financial assets: Gains on non-current - 3,714 3,714 - 7,112 7,112 investments Realised gains of 137 - 137 195 - 195 trading subsidiary Unrealised losses of (831) - (831) - - - trading subsidiary Total (losses)/gains (694) 3,714 3,020 195 7,112 7,307 on fair value through profit or loss financial assets Exchange differences - (155) (155) - 69 69 on overdraft Income 835 - 835 857 - 857 Investment management (178) (178) (356) (156) (605) (761) fees Other expenses (225) - (225) (195) - (195) Profit before finance (262) 3,381 3,119 701 6,576 7,277 costs and tax Finance costs (207) (207) (414) (139) (139) (278) Profit before tax (469) 3,174 2,705 562 6,437 6,999 Tax - - - - - - Profit for the year (469) 3,174 2,705 562 6,437 6,999 Earnings per share - (3.10p) 21.01p 17.91p 3.72p 42.61p 46.33p basic and diluted *Restated under IFRS (see note 3) The total column of this statement represents the Group's Income Statement, prepared under IFRS. The revenue and capital columns, including the revenue and capital earnings per share data, are supplementary information. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. All revenue is attributable to the equity holders of the parent company. There are no minority interests. The Board recommends a final dividend of 2.95p per share (see note 6) CONSOLIDATED BALANCE SHEET AT 28 FEBRUARY 2006 2006 2005* £'000 £'000 NON-CURRENT ASSETS Investments at fair value through profit or loss 44,003 41,531 CURRENT ASSETS Investments held for trading 1,111 - Sales for future settlement - 414 Other receivables 152 75 Taxation recoverable 30 18 Cash and cash equivalents 98 745 1,391 1,252 TOTAL ASSETS 45,394 42,783 CURRENT LIABILITIES: Purchases for future settlement - 734 Other payables 118 555 Bank overdraft 8,266 6,751 8,384 8,040 TOTAL ASSETS LESS CURRENT LIABILITIES 37,010 34,743 EQUITY Called up share capital 3,777 3,777 Share premium account 10,997 10,997 Realised capital reserve 12,228 8,099 Unrealised capital reserve 9,689 10,644 Revenue reserve 319 1,226 TOTAL EQUITY 37,010 34,743 Net assets per ordinary share 244.98p 229.98p *Restated under IFRS (see note 3) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 FEBRUARY 2006 2006 Note Share Share Realised Unrealised Revenue Total capital premium capital capital reserve account reserve reserve £,000 £,000 £,000 £,000 £,000 £,000 Opening 3,777 10,997 8,099 10,949 788 34,610 equity - as previously stated under UK GAAP Changes in 3 - - - (305) 438 133 accounting policy Opening 3,777 10,997 8,099 10,644 1,226 34,743 equity - as reported under IFRS Profit/(loss) - - 4,129 (955) (469) 2,705 for the year Dividends 6 - - - - (438) (438) paid Closing 3,777 10,997 12,228 9,689 319 37,010 equity 2005 Note Share Share Realised Unrealised Revenue Total capital premium capital capital reserve account reserve reserve £,000 £,000 £,000 £,000 £,000 £,000 Opening 3,777 10,997 6,977 5,632 664 28,047 equity - as previously stated under UK GAAP Changes in 3 - - - (303) 431 128 accounting policy Opening 3,777 10,997 6,977 5,329 1,095 28,175 equity - as reported under IFRS Profit/(loss) - - 1,122 5,315 562 6,999 for the year Dividends 6 - - - - (431) (431) paid Closing 3,777 10,997 8,099 10,644 1,226 34,743 equity CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2006 2006 2005* £'000 £'000 NET CASH INFLOW FROM OPERATING ACTIVITIES Cash inflow from investment income and interest 835 848 Cash (outflow)/inflow from held for trading (1,805) 195 current asset investments Cash outflow from management expenses (1,096) (980) Payments to acquire non-current asset investments (13,514) (7,747) Receipts on disposal of non-current asset 14,436 7,921 investments Tax paid (12) (17) NET CASH INFLOW FROM OPERATING ACTIVITIES (1,156) 220 CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (438) (431) Increase in bank borrowings 1,515 345 Interest paid (413) (298) NET CASH INFLOW/(OUTFLOW) FROM FINANCING 664 (384) ACTIVITIES DECREASE IN CASH AND CASH EQUIVALENTS (492) (164) Cash and cash equivalents at beginning of year 745 839 Decrease in cash (492) (164) Translation difference (155) 70 Cash and cash equivalents at end of year 98 745 *Re-stated under IFRS NOTES 1. Status of this Report The above results for the year ended 28 February 2006 are unaudited. This financial information does not constitute the Company and Group's statutory accounts for the year ended 28 February 2006, which will be finalised on the basis of the financial information in this Preliminary Announcement. Statutory accounts for the year ended 28 February 2006 are to be delivered to the Registrar of Companies following the Annual General Meeting. The information for the year ended 28 February 2005 has been extracted from the latest published audited financial statements, as restated to comply with IFRS (see note 3). The audited financial statements for the year ended 28 February 2005 have been filed with the Registrar of Companies. The report of the auditors on those accounts contained no qualification or statement under section 237(2) or (3) of the Companies Act 1985. 2. Basis of Accounting The financial statements of the Company and the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS"), which comprise standards and interpretations approved by the IASB and International Accounting Standards and Standing Interpretations Committee interpretations approved by the IASC that remain in effect, and to the extent that they have been adopted by the European Union. The Company and the Group financial statements were prepared in accordance with United Kingdom Generally Accepted Accounting Principles (UK GAAP) up to and including the year ended 28 February 2005. UK GAAP differs in some respects from IFRS. In accordance with the rules of IFRS, the date of transition to IFRS is deemed to be 1 March 2004, so that the comparative information is also prepared under IFRS and has been restated where necessary. Under IFRS, the Statement of Recommended Practice (SORP) issued by the Association of Investment Trust Companies has no formal status, but the Group has taken the guidance of the SORP, as revised in December 2005, into account to the extent that is appropriate and compatible with IFRS. The accounting policies are unchanged from those used in the last annual financial statements except where otherwise stated. The relevant changes of accounting policies are as follows: (i) The Group has elected to treat its investments as assets held at fair value through profit or loss. Under IFRS, the fair value for quoted investments is deemed to be the market bid price. Under UK GAAP as operated in previous years, investments were valued at mid market prices. (ii) Investments held for trading are now valued on the same basis as in (i) above. (iii) When investments are treated as assets held at fair value through profit or loss, transaction costs on acquisition such as brokers' commissions and stamp duty are recognised under IFRS as an item of expense rather than, as in UK GAAP, being added to cost. (iv) Dividends payable are no longer treated as liabilities until a legal obligation to pay them has arisen, which is deemed to be when the dividend is declared. Final dividends, which are approved and thus declared by the Company in general meeting, are not therefore reflected in the financial statements until the time of the Annual General Meeting. The Company does not pay interim dividends and therefore no restatement is necessary in respect of interim dividends. 3. IFRS Transition Reconciliation The restatements required by the changes in accounting policy, as set out in note 2 above, are as follows: (a) Profit after taxation Year ended 28 February 2005 £'000 Profit for the financial period/year, as previously stated under UK GAAP 7,001 Effect of revaluation of investments to bid prices (2) As reported under IFRS 6,999 (b) Net assets At 28 February At 29 February 2005 2004 £'000 £'000 Opening net assets, as previously stated under UK GAAP 34,610 28,047 Effect of valuation of investments (305) (303) at bid prices Proposed dividends written back 438 431 As reported under IFRS 34,743 28,175 4. Income 2006 2005 Income from investments: £'000 £'000 Franked dividends from listed investments 739 666 Franked preference share income - 56 Unfranked income from overseas dividends 63 86 Income from listed fixed interest securities 25 40 827 848 Other income: Interest receivable 8 9 8 9 835 857 5. Investment Management Fees and Other Expenses 2006 2005 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment management fees 178 178 356 156 156 312 - monthly - - - - 449 449 - performance 178 178 356 156 605 761 Administration fees 59 - 59 52 - 52 Custodian's fees 13 - 13 12 - 12 Registrar's fees 6 - 6 6 - 6 Directors' fees 67 - 67 50 - 50 Auditors' fees - audit 20 - 20 17 - 17 non-statutory interim 3 - 3 - - - advice Tax advice 6 - 6 8 - 8 Miscellaneous expenses 51 - 51 50 - 50 Total other expenses 225 - 225 195 - 195 6. Ordinary Dividends 2006 2005 £'000 £'000 Dividends reflected in the financial statements: Final dividend paid for the year 2005 at 2.9p (2004: 2.85p) 438 431 Dividends not reflected in the financial statements: Proposed final dividend for the year 2006 at 2.95p per share (2005: 2.9p) 446 438 The directors recommend an ordinary dividend of 2.95p per share absorbing £446,000. If approved by the Annual General Meeting, this dividend will be paid on 16 August 2006 to shareholders on the register at 23 June 2006. 7. Earnings per share Earnings per share are based on the profit of £2,705,000 (2005:£6,999,000) attributable to 15,107,250 (2005: 15,107,250) ordinary shares of 25p. Supplementary information is provided as follows: revenue earnings per share are based on the revenue loss of £469,000 (2005: profit £562,000); capital earnings per share are based on the net capital gains of £3,174,000 (2005: £6,437,000), attributable to 15,107,250 (2005: 15,107,250) ordinary shares of 25p. Company Secretary and Registered Office: Cavendish Administration Limited Crusader House, 145-157 St. John Street London EC1V 4RU ---END OF MESSAGE---
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