Annual Financial Report

RNS Number : 8490R
Investors Capital Trust PLC
07 May 2009
 



To:         RNS

From:     Investors Capital Trust plc

Date:      7 May 2009



Results for the year ended 31 March 2009


·         Total distributions for the year to 31 March 2009 of 5.35p per share

 
·         Dividend yield of 9.0 per cent at 31 March 2009, compared to the FTSE All-Share Capped 5% Index of 5.0 per cent
 
·         Net asset value total return per share for the year was minus 27.6 per cent, compared to the FTSE All-Share Capped 5% Index total return of minus 29.7 per cent


Chairman's Statement as follows:


Investment Objective and Policy


The Company's investment objective is to provide an attractive return to shareholders in the form of dividends and/or capital distributions, together with prospects for capital growth.


The Company's investment portfolio is managed in two parts. The first part comprises investments in UK equities and equity related securities (the Equities Portfolio) and the second part investments in fixed interest and other higher yielding stocks and securities (the Higher Yield Portfolio). At 31 March 2009, 50.2 per cent. of total assets was allocated to the Equities Portfolio and 27.4 per cent. to the Higher Yield Portfolio. The remaining 22.4 per cent. was held as cash and cash equivalents reflecting the Manager's cautious view of markets. This allocation will vary as a result of market movements and circumstances. 


Investment Performance


At the time of writing my interim report to shareholders in November last year I indicated that 'investor concerns are now shifting to the wider economy and what is likely to be the worst downturn in decades for both the US and European economies'. The last year was indeed characterised by an increasingly uncertain outlook for the global economy and ongoing instability in financial markets. Recognising the fragility of the current economic situation and the need to avoid a systemic collapse of the financial system, governments around the world have committed enormous sums to bank rescue and economic stimulus packages, Central Banks have reduced interest rates to close to zero and, in both the US and UK, the need for further monetary stimulus has forced the Federal Reserve and the Monetary Policy Committee of the Bank of England to adopt the more radical policy of quantitative easing. Against a background of the worst financial crisis for decades, the values of risk assets, including equities and credit, have fallen sharply.


During the year, the Company's Equities Portfolio produced a total return of -26.1 per cent. which, while disappointing, was ahead of the -29.7 per cent. total return of the FTSE All-Share Capped 5% Index. The Higher Yield Portfolio returned -10.5 per cent. 


The Company's net asset value total return for the A and B shares for the year was -27.6 per cent, after the cost of finance, which compares with the -29.7 per cent. return for the FTSE All-Share Capped 5% Index. 


Capital Structure


The Company has two classes of shares: A shares and B shares. The net asset value attributable to the A shares and to the B shares is the same. The rights of each class are identical, save that only the A shares are entitled to receive dividends, while the B shares instead receive a capital distribution at the same time as, and in an equal amount to, each dividend. For certain shareholders there will be tax and other advantages in receiving a capital distribution rather than a dividend. Shares may be held and traded within units, each unit comprising three A shares and one B share.


The dividend yield on the A shares is increased due to the existence of the B shares. The B shares are innovative securities that provide returns in the form of quarterly capital distributions rather than dividends. These capital distributions fall to be taxed in accordance with rules relating to the taxation of chargeable gains. The attractions of the B shares have been enhanced by the changes to the UK capital gains tax regime from 6 April 2008, in particular the introduction of a single flat rate (18 per cent.) of capital gains tax. A fact sheet that provides more details on the B shares is available from the Company's website (www.investorscapital.co.uk). The 'Capital Structure' section of the Annual Report also provides further information on the A and B shares. 


The Company has the ability to borrow in pursuit of its investment objectives. The Company has a £33.5m loan facility with Lloyds TSB Scotland plc for a term to 28 September 2012. The Company has entered into an interest rate swap to fix the all-in rate of interest on the loan at 5.86 per cent. per annum. During the year, the impact of this borrowing has been partly offset by the Company's holding of cash.


As a consequence of falling interest rates, the value of the swap was an unrealised liability of £3.4m at 31 March 2009, compared to £0.7m a year previous. This increase in the unrealised swap liability reduced the Company's net asset value by 2.1 pence per share during the year. This liability would be expected, in the normal course, to reverse as the swap moves to its 2012 maturity.


Earnings


The Company achieved total revenue income of £7.0m for the year. The yield on the Equities Portfolio was 5.8 per cent. at 31 March 2009, equivalent to a yield relative to the FTSE All-Share Capped 5% Index of 116 per cent.


The Company's revenues for the period were lower than initially forecast due to the growing number of dividend cuts within the UK equity market, most notably from the banking sector. The Company also held a higher than expected level of liquidity throughout the period reflecting the uncertain market backdrop. Interest income earned from cash balances was less than anticipated due to the exceptionally low level of interest rates which prevailed during the second half of the year.


The outlook for corporate earnings and consequently dividend income has deteriorated markedly throughout the last year. In recent years the substitution of debt for equity, often referred to as de-equitisation, has been a powerful theme in capital markets. Given the uncertain outlook for the economy many companies are re-evaluating their balance sheet structure. Faced with the need to de-leverage, together with the increased cost of accessing credit markets, many companies are coming to the conclusion that it makes sense to reduce dividends in order to maximise cash retention within the business. Should this trend become established, further dividend cuts could be more severe than investors currently anticipate. 


Other key factors which affect the level of UK market dividends are the US dollar /Sterling exchange rate and the price of crude oil. The recent depreciation of Sterling has provided somewhat of a cushion for UK earnings and dividends, as over one third of UK market dividends come from companies which report in US dollars. Crude oil prices have fallen sharply during the past year to the current level of around $50 a barrel, and further weakness from these levels would cast doubt on the sustainability of dividends from the oil majors. The UK integrated oil companies, BP and Royal Dutch Shell, account for over a quarter of the total dividends from the UK market. 


Income from the Higher Yield Portfolio, which comprised predominantly investment grade corporate bonds, was broadly at the level anticipated. However as a result of the deteriorating economic situation we anticipate an increase in the market rate of defaults on corporate bonds in the coming year, increasing the risk of loss of principal and coupon.


After allowing for the fourth quarter dividend, the Company had revenue reserves of £0.9m at 31 March 2009.


  Dividends and Capital Returns


Dividends to A shareholders and capital distributions to B shareholders are paid quarterly in August, November, February and May each year. In respect of the distributions for the Company's first three quarters, the dividends paid on the A shares and capital distributions on the B shares were 1.325p per share for each quarter. A fourth quarter dividend will be paid to A shareholders and capital distribution to B shareholders of 1.375p per share on 8 May 2009. This results in an unchanged dividend/capital distribution of 5.35p per share in respect of the year to 31 March 2009. This represents a distribution yield for A and B shareholders of 9.0 per cent. based on the share price of 59.5p as at 31 March 2009 and compares with the yield on the FTSE All-Share Capped 5% Index of 5.0 per cent at that date. For shareholders that hold units, the estimated distribution yield was also 9.0 per cent. based on a unit price of 237p as at 31 March 2009.


The Company operates a distribution reinvestment scheme, details of which are available from the Company's Registrars, to enable B shareholders to reinvest their capital distributions in further B shares if they wish. 


Discount and buy backs


The Company's A and B share price discount to net asset value was 1.6 per cent. at 31 March 2009 and reflects a tightening of the discount compared to the prior year. Over the year, the price of the Company's A shares and B shares traded at an average discount to net asset value per share of 3.5 per cent. and 3.3 per cent. respectively. The Company has a stated buy back policy and, in accordance with this policy, the Company bought back net 2.1m A shares and 0.6m B shares during the year at an average discount of over 5 per cent. to net asset value, thereby adding value for existing shareholders. 


Since the year end, the Company has bought back a further 240,000 A shares and 80,000 B shares. The Company is not alone among investment trusts in buying back its own shares in the recent difficult market conditions.


Directors


It was with deep regret that the Board announced in March the death of Mr Micky Ingall. He had served as a non-executive Director of the Company since its launch in 2007 and had been a Director of the predecessor company since 1999. The Board would like to record its sincere appreciation of the valuable contribution that Mr Ingall made to the Company.


The Board has appointed Mr Iain McLaren as a non-executive Director. Mr McLaren retired from KPMG in 2008 having been a partner for 27 years and senior partner in Scotland from 1999 to 2004. He is currently a non-executive director and chairman of the audit committee of Cairn Energy plc and a non-executive director of Baillie Gifford Shin Nippon plc. It is proposed that Mr McLaren takes over from me as Chairman of the Company's audit committee following the conclusion of the 2009 Annual General Meeting.


Outlook


In recent weeks financial markets appear to have stabilised as the worst fears of depression and deflation have subsided. The scale of the fiscal and monetary response over the last eighteen months, particularly from the US, has been without parallel, providing some comfort that the worst of the financial crisis may be behind us. The outlook for markets remains uncertain; however valuation metrics suggest risk assets such as equities and credit have rarely looked more attractive.



  Manager's Review as follows:


Economic and Market Review


At the time of writing last year's report we set out a cautious assessment of the prospects for the global economy. We believed that the necessary reduction in leverage in the financial system together with the recapitalisation of the banking industry was likely to be a slow process which would dampen economic growth and put downward pressure on the value of both real and financial assets. While this has proven to be the case, the severity of the financial crisis deepened markedly in September last year when the US government was forced to seize control of Freddie Mac and Fannie Mae, the two government sponsored mortgage agencies. In the weeks that followed, the iconic Lehman Brothers became the first major bank to collapse since the start of the credit crisis. Many commentators believe that the failure of US authorities to act to prevent Lehman's bankruptcy was a policy error of enormous magnitude. By allowing a major banking institution to collapse with little regard for its creditors, US authorities risked a total breakdown of confidence in the banking sector. Indeed, in the wake of Lehman's demise, fears of a systemic financial collapse intensified sending markets into a mood of near panic. In response, the US government hastily put together the $700 billion Trouble Asset Relief Program, which would be the first of several large tax-payer funded initiatives aimed at stabilising financial markets. Meanwhile in the UK, a continued deterioration in wholesale money markets, a key source of bank funding, forced the UK government to part-nationalise The Royal Bank of Scotland, HBOS and Lloyds TSB as part of a £350 billion rescue package for the UK banking industry. Co-ordinated interest rate cuts from six of the world's key central banks followed in an attempt to breathe life back into credit markets.


By November the market's focus was turning to the impact of the financial crisis on the real economy as official statistics confirmed that the USUK and Eurozone economies were slowing rapidly. Fears of a deep and protracted recession pushed crude oil prices, which had hit a high of $147 in July 2008 to a low of almost $32 a barrel in December. Central banks around the world continued to reduce aggressively interest rates. By January this year UK base rates had fallen to 0.5 per cent, the lowest level in the 315 year history of the Bank of England. However, with little sign of improvement in the growth of credit both the Federal Reserve and the Bank of England have, in recent months, embarked on quantitative easing, often referred to as 'printing money'. In the UK, the combination of the sharp economic downturn combined with a banking crisis has left public sector finances precariously weak and there remains a risk that currency and bond markets lose confidence in policy decisions. There is less of a risk of a funding crisis in the US as the US dollar still benefits from reserve currency status.


Despite our cautious assessment of global economic prospects, the UK equity market began the Company's year on a reasonably firm footing. This was to prove short-lived as the ongoing dislocation in credit markets began to weigh heavily on investor confidence. In September the 10 year gilt yield and the equity dividend yield crossed over for the first time since March 2003, a move that would normally be seen as strongly supportive for equities. However gilt yields continued to fall sharply to levels not seen since the early 1960's while the equity market continued to slide as investors worried about the impact of recession, deflation and the consequent impact on corporate earnings and dividends. For the year as a whole the FTSE All-Share Capped 5% Index total return was minus 29.7 per cent.


Within fixed interest markets, government bonds benefited from central banks' actions to reduce interest rates to close to zero. However, the vast increase in government budget deficits and consequent implications for future issuance curtailed the performance of longer dated maturities. As with equities, corporate bonds were hit hard by the deteriorating economic circumstances with the debt of financial issuers suffering most acutely. The total return on investment grade credit during the year was -5.9 per cent. compared to -23.0 per cent. for non investment grade corporate bonds.


Portfolio Review


The total return of the Company's Equity Portfolio was minus 26.1 per cent over the year to 31 March 2009 representing a 3.6 per cent out-performance relative to the FTSE All-Share Capped 5% Index, the Company's benchmark. The Equities Portfolio has a bias towards companies which have strong balance sheets, above average visibility of earnings, strong cash flow and good dividend cover. This 'defensive' positioning contributed to the out-performance of the Equities Portfolio as investors sought businesses that were better placed to weather the deteriorating economic environment.


During a year that saw the UK equity market decline by almost a third in value there were few holdings that recorded an absolute gain. The portfolio benefited from the substantial exposure to the pharmaceutical sector as both holdings, AstraZeneca and GlaxoSmithKline, delivered positive returns. The portfolio also benefited from the strong relative performance from both tobacco holdings, Imperial Tobacco and British American Tobacco which continued to offer a resilient trading outlook. The portfolio was also well served by its exposure to the utilities and aerospace sectors. The Company had a relatively modest exposure to the banking sector as we were, and remain, concerned about the impact of an economic recession on banks' highly leveraged balance sheets. We believe that dividends will be a key driver of long term equity returns and the Equities Portfolio remains focused on those companies that we believe can offer greater surety of income although we acknowledge that the extent of the global economic downturn suggests that corporate earnings and dividends will be under some considerable pressure in the year ahead.


Over the past year, the Higher Yield Portfolio has been invested in a broad based portfolio of predominantly investment grade corporate bonds with exposure to both financial and non financial issues. During the early stages of the financial crisis evidence suggested that regulators would seek to protect bond holders due to the importance of credit markets to the financial system as a whole. This position changed with the collapse of Lehman and consequently the debt of financial issuers fell sharply in value with many corporate bonds losing their investment grade status. The debt of non-financial issuers, in particular non investment grade issues, was impacted by the widespread deterioration in credit quality and a corresponding increase in defaults. The overall return on the Company's Higher Yield Portfolio during the year was -10.5 per cent.


The Company held a larger then usual cash balance throughout the year reflecting our caution over the prospects for markets generally. This served to reduce the effective gearing and offer some protection to the net asset value.


Outlook


There is little doubt that the near term outlook for global economic growth and corporate profits remains extremely challenging. However in the longer term the scale and speed of the fiscal and monetary response to the current financial crisis, particularly from the US, gives some encouragement that the global economy can avoid the economic stagnation that blighted the Japanese economy for a decade during the post asset bubble era of the 1990's. Interest rates are close to zero, monetary policy has moved into unconventional territory with authorities 'printing money' and the process of recapitalising the banking industry is underway. Nevertheless the unwinding of leverage from the credit boom will take years and require a rebalancing of the economy from consumption to saving, suggesting the economic recovery, when it arrives, may be relatively subdued. Against this background dividends are likely to provide an important component of total return an we expect that investors will continue to reward companies which have strong balance sheets and demonstrate dividend resilience.





For further information, please contact:


Rodger McNair                                                                     Tel: 0131 718 1000

Fund Manager to Investors Capital Trust plc


Michael Campbell
Company Secretary to Investors Capital Trust plc                    Tel: 0131 718 1000



  Consolidated Income Statement (audited)




Year to 

31 March 2009



£'000

£'000



Note

Revenue

Capital

£'000



Return

Return

Total






Capital losses on investments





Losses on investments held at fair value through profit or loss



-


(28,951)


(28,951)

Exchange differences


-

(2,440)

(2,440)

Revenue





Investment Income


6,960

-

6,960






Total income


6,960

(31,391)

(24,431)






Expenditure





Investment management fee


(211)

(491)

(702)

Other expenses


(383)

-

(383)






Total expenditure


(594)

(491)

(1,085)











Profit/(loss) before finance costs and tax


6,366

(31,882)

(25,516)






Net finance costs





Interest on bank loan and interest rate swap


(592)

(1,381)

(1,973)






Total finance costs


(592)

(1,381)

(1,973)











Profit/(loss) before tax


5,774

(33,263)

(27,489)

Tax


(620)

524

(96)











Profit/(loss) for the year attributable to equity shareholders



5,154


(32,739)


(27,585)
















Earnings per share

2

4.07p

(25.84p)

(21.77p)






  Consolidated Income Statement (audited)




Period to 

31 March 2008*



£'000

£'000




Revenue

Capital

£'000


Note

Return

Return

Total






Capital losses on investments





Losses on investments held at fair value through profit or loss



-


(8,727)


(8,727)

Exchange differences


-

(734)

(734)

Revenue





Investment Income


8,314

554

8,868






Total income


8,314

(8,907)

(593)






Expenditure





Investment management fee


(314)

(734)

(1,048)

Other expenses


(418)

-

(418)






Total expenditure


(732)

(734)

(1,466)











Profit/(loss) before finance costs and tax


7,582

(9,641)

(2,059)






Net finance costs





Interest on bank loan and interest rate swap


(642)

(1,497)

(2,139)






Total finance costs


(642)

(1,497)

(2,139)











Profit/(loss) before tax


6,940

(11,138)

(4,198)

Tax


(685)

670

(15)






Profit/(loss) for the period attributable to equity shareholders



6,255


(10,468)


(4,213)
















Earnings per share

2

4.68p

(7.83p)

(3.15p)


*The Company was incorporated on 15 January 2007 and commenced business on 1 March 2007.

  

Balance Sheets (audited)


as at 31 March 2009




2009

2008



Company

Group

Company

Group


Note

£'000

£'000

£'000

£'000

Non-current assets






Investments held at fair value through profit or loss



87,911


87,661


119,618


119,368







Current assets






Other receivables


1,599

1,599

3,207

3,207

Cash and cash equivalents


24,403

24,403

29,623

29,623



26,002

26,002

32,830

32,830

Total assets


113,913

113,663

152,448

152,198







Current liabilities






Other payables


(939)

(689)

(2,980)

(2,730)







Non-current liabilities






Bank loan 


(33,476)

(33,476)

(33,469)

(33,469)

Interest rate swap


(3,412)

(3,412)

(744)

(744)



(36,888)

(36,888)

(34,213)

(34,213)

Total liabilities


(37,827)

(37,577)

(37,193)

(36,943)

Net assets 


76,086

76,086

115,255

115,255







Share capital

5

134

134

138

138

Share premium


22

22

22

22

Capital redemption reserve

5

5

5

1

1

Buy back reserve

5

89,227

89,227

91,306

91,306

Special capital reserve


31,189

31,189

32,809

32,809

Capital reserves


(46,725)

(46,725)

(11,284)

(11,284)

Revenue reserve


2,234

2,234

2,263

2,263

Equity shareholders' funds


76,086

76,086

115,255

115,255













Net asset value per A share

6

60.46p

60.46p

89.62p

89.62p

Net asset value per B share 

6

60.46p

60.46p

89.62p

89.62p


  

Consolidated and Company Cash Flow Statement (audited)


for the year to 31 March 2009






Year to

31 March 2009

Period to

31 March 

2008*


£'000

£'000




Cash flows from operating activities



Loss before finance costs and tax

(25,516)

(2,059)

Adjustments for:



Losses on investments held at fair value through profit or loss


28,951


8,727

Exchange differences

2,440

734

Decrease/(increase) in receivables

143

(1,567)

(Decrease)/increase in payables

(78)

187

Purchases of investments

(51,317)

(208,086)

Sales of investments

53,262

80,709


7,885

(121,355)

Tax paid

(15)

-

Net cash inflow/(outflow) from operating activities

7,870

(121,355)




Cash flows from financing activities



Bank loan drawn down

-

33,461

Dividends paid on A shares

(5,183)

(3,992)

Capital returns paid on B shares

(1,620)

(1,304)

Interest on bank loan and interest rate swap

(1,482)

(2,131)

Issue of new shares

-

135,225

Issue of shares from treasury

60

1,372

Shares purchased for cancellation

(544)

(738)

Shares purchased for treasury

(1,629)

(10,351)

Net cash (outflow)/inflow from financing activities

(10,398)

151,542




Net (decrease)/increase in cash and cash equivalents


(2,528)


30,187

Currency losses

(2,692)

(564)

Opening cash and cash equivalents 

29,623

-

Closing cash and cash equivalents

24,403

29,623



*The Company was incorporated on 15 January 2007 and commenced business on 1 March 2007.



Consolidated and Company Statement of Changes in Equity (audited)


for the year to 31 March 2009





Share Capital



Share Premium


Capital Redemption Reserve


Buy Back Reserve


Special Capital Reserve

Capital Reserve - Investments sold

Capital Reserve - Investments held



Revenue Reserve




Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000











At 1 April 2008

138

22

1

91,306

32,809

220

(11,504)

2,263

115,255











Shares issued from treasury

-

-

-

94

-

(34)

-

-

60

Shares bought back for cancellation

(1)

-

1

(544)

-

-

-

-

(544)

Shares bought back for treasury

-

-

-

(1,629)

-

-

-

-

(1,629)

Shares cancelled from treasury

(3)

-

3

-

-

-

-

-

-

Gain/(loss) for the year

-

-

-

-

-

(15,935)

(16,804)

5,154

(27,585)

Dividends paid on A shares

-

-

-

-

-

-

-

(5,183)

(5,183)

Capital returns paid on B shares

-

-

-

-

(1,620)

-

-

-

(1,620)

Unrealised loss on revaluation of interest rate swap


-


-


-


-


-


-


(2,668)


-


(2,668)

At 31 March 2009

134

22

5

89,227

31,189

(15,749)

(30,976)

2,234

76,086



  Consolidated and Company Statement of Changes in Equity (audited)


for the period from incorporation on 15 January 2007 to 31 March 2008*






Share Capital



Share Premium


Capital Redemption Reserve



Buy Back Reserve


Special Capital Reserve

Capital Reserve - Investments sold

Capital Reserve - Investments held



Revenue Reserve




Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000











Shares issued, net of costs

139

135,086

-

1,444

-

(72)

-

-

136,597

Gain/(loss) for the period

-

-

-

-

-

292

(10,760)

6,255

(4,213)

Dividends paid on A shares

-

-

-

-

-

-

-

(3,992)

(3,992)

Capital returns paid on B shares

-

-

-

-

(1,304)

-

-

-

(1,304)

Shares bought back

(1)

-

1

(11,089)

-

-

-

-

(11,089)

Court conversion

-

(135,064)

-

100,951

34,113

-

-

-

-

Unrealised loss on revaluation of interest rate swap


-


-


-


-


-


-


(744)


-


(744)

At 31 March 2008

138

22

1

91,306

32,809

220

(11,504)

2,263

115,255



*The Company was incorporated on 15 January 2007 and commenced business on 1 March 2007.





Investors Capital Trust plc


Principal Risks and Risk Management



The Company's assets consist mainly of listed equity and fixed interest securities and its principal risks are therefore market-related. More detailed explanations of these risks and the way in which they are managed are contained in the notes to the accounts.


Other risks faced by the Company include the following:

  • External - events such as terrorism, protectionism, inflation or deflation, economic recessions and movements in interest rates and exchange rates could affect share prices in particular markets.


  • Investment and strategic - incorrect strategy, asset allocation, stock selection and the use of gearing could all lead to poor returns for shareholders. 


  • Regulatory - breach of regulatory rules could lead to suspension of the Company's Stock Exchange listing, financial penalties, or a qualified audit report. Breach of Section 842 of the Income and Corporation Taxes Act 1988 could lead to the Company being subject to tax on capital gains.


  • Operational - failure of the Manager's accounting systems or disruption to the Manager's business, or that of third party service providers, could lead to an inability to provide accurate reporting and monitoring, leading to a loss of shareholders' confidence.


  • Financial - inadequate controls by the Manager or third party service providers could lead to misappropriation of assets. Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations. Breaching loan covenants could lead to a loss of shareholders' confidence and financial loss for shareholders.


The Board seeks to mitigate and manage these risks through continual review, policy setting and reliance upon contractual obligations. It also regularly monitors the investment environment and the management of the Company's investment portfolio, and applies the principles detailed in the internal control guidance issued by the Financial Reporting Council.


  Investors Capital Trust plc


Statement of Directors' Responsibilities in Respect of the Annual Financial Report


In accordance with Chapter 4 of the Disclosure and Transparency Rules, we confirm that to the best of our knowledge:


  • The financial statements contained within the Annual Report for the year ended 31 March 2009, of which this statement of results is an extract, have been prepared in accordance with applicable International Financial Reporting Standards, on a going concern basis, and give a true and fair view of the assets, liabilities, financial position and return of the Company;


  • The Chairman's Statement and Manager's Review include a fair review of the important events that have occurred during the financial year and their impact on the financial statements;


  • 'Principal Risks and Risk Management' includes a description of the Company's principal risks and uncertainties; and


  • The Annual Report includes details of related party transactions, if any, that have taken place during the financial year.



On behalf of the Board



J Martin Haldane    

Chairman    

6 May 2009

  Notes (audited)


 
 
1.                       The financial statements of the Group, which are the responsibility of, and were approved by the Board on 6 May 2009, have been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’), which comprise standards and interpretations approved by the International Accounting Standards Board (‘‘IASB’’), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee (‘‘IASC’’) that remain in effect, and to the extent that they have been adopted by the European Union.
 
Where presentational guidance set out in the Statement of Recommended Practice (‘‘SORP’’) for investment trusts issued by the Association of Investment Companies (‘‘AIC’’) in January 2009 is consistent with the requirements of IFRS, the Directors have sought to prepare the results on a basis compliant with the recommendations of the SORP.
 
2.                       The Company’s earnings per share are based on the loss for the year of £27,585,000 (period to 31 March 2008: £4,213,000) and on 96,526,391 A shares (2008: 100,626,875) and 30,170,456 B shares (2008: 33,111,660), being the weighted average number of shares in issue of each share class during the year/period. 
 
The Company’s revenue earnings per share are based on the revenue profit for the year of £5,154,000 (period to 31 March 2008: £6,255,000) and on the weighted average number of shares in issue as above.
 
The Company’s capital earnings per share are based on the capital loss for the year of £32,739,000 (period to 31 March 2008: £10,468,000) and on the weighted average number of shares in issue as above.
 
3.            The Group results comprise those of the Company and those of Investors Securities Company Limited, a wholly owned subsidiary which deals in securities.
 
4.                         The fourth interim dividend of 1.375p per A share, will be paid on 8 May 2009 to A shareholders on the register at close of business on 3 April 2009, having an ex-dividend date of 1 April 2009. The fourth capital distribution of 1.375p per B share will be paid on 8 May 2009 to B shareholders on the register on 3 April 2009.
 
5.                         During the year the Company bought back 2,145,000 A Shares to hold in treasury at a cost of £1,629,000 and 715,000 B Shares for cancellation at a cost of £544,000. The Company resold 100,000 B Shares from treasury, receiving net proceeds of £60,000. The Company cancelled 2,057,296 A Shares and 1,088,432 B Shares from treasury, being shares held in treasury for more than 18 months.
 
At 31 March 2009 the Company held 6,249,000 A Shares and 2,050,000 B Shares in treasury.
 
6.                         The Company’s basic net asset value per share of 60.46p (2008: 89.62p) is based on the equity shareholders’ funds of £76,086,000 (2008: £115,255,000) and on 125,844,847 equity shares, consisting of 95,818,144 A Shares and 30,026,703 B Shares (2008: 128,604,847 equity shares, consisting of 97,963,144 A Shares and 30,641,703 B Shares), being the number of shares in issue at the year end.
 
The Company’s shares may also be traded as units, each unit consisting of three A Shares and one B Share. The basic net asset value per unit as at 31 March 2009 was therefore 241.84p (2008: 358.48p).
 
The Company’s treasury net asset value per share, incorporating the 6,249,000 A shares and 2,050,000 B shares held in treasury at the year end, was 60.40p (2008: 89.31p). The Company’s treasury net asset value per unit at the end of the year was 241.60p (2008: 357.24p). The Company’s policy is to only re-sell shares held in treasury at a price representing a discount of not more than 5 per cent to net asset value at the time of sale, together with other conditions. Accordingly, for the purpose of the calculation, such treasury shares are valued at the higher of net asset value less 5 per cent and the mid market share price at each year end.
 
7.                         Financial Instruments
The Company’s financial instruments comprise equity and fixed interest investments, cash balances, receivables and payables that arise directly from its operations and borrowings which include an interest rate swap. As an investment trust the Company holds a portfolio of financial assets in pursuit of its investment objective. The Company makes use of borrowings to achieve enhanced returns. The downside risk of borrowings can be reduced by raising the level of cash balances held. At 31 March 2009, borrowings were exceeded in value by cash balances and fixed interest securities resulting in a net ungeared exposure to equities.
 
The fair value of the financial assets and liabilities of the Company at 31 March 2009 is not materially different from their carrying value in the financial statements.
 
The Company is exposed to various types of risk that are associated with financial instruments. The most important types are credit risk, market price risk, liquidity risk, interest rate risk and foreign currency risk.
 
The Board reviews and agrees policies for managing its risk exposure. These policies are summarised below and have remained unchanged for the year under review.
 
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company.
 
The Company’s principal financial assets are bank balances and cash, other receivables and investments, which represent the Company’s maximum exposure to credit risk in relation to financial assets. The Company did not have any exposure to any financial assets which were past due or impaired at the year end.
 
The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for securities which the Company has delivered. A list of pre-approved counterparties used in such transactions is maintained and regularly reviewed by the Manager, and transactions must be settled on a basis of delivery against payment. Broker counterparties are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the acceptable quality of the brokers used. The rate of default in the past has been insignificant.
 
All of the assets of the Company, other than the dealing subsidiary, are held by JPMorgan Chase Bank, the Company’s custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to the securities held by the custodian to be delayed or limited. The Board monitors the Company’s risk by reviewing the custodian’s internal control reports.
 
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings, normally rated AA or higher, assigned by international credit rating agencies. Bankruptcy or insolvency of such financial institutions may cause the Company’s ability to access cash placed on deposit to be delayed or limited.
 
The Company has no significant concentration of credit risk with exposure spread over a number of counterparties.
 
Market price risk
The fair value of equity and other financial securities held in the Company’s portfolio fluctuates with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial issues, including the market perception of future risks. The Group’s strategy for the management of market price risk is driven by the Company’s investment policy. The Board sets policies for managing this risk and meets regularly to review full, timely and relevant information on investment performance and financial results. The management of market price risk is part of the fund management process and is typical of equity and fixed interest investment. The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis with an objective of maximising overall returns to shareholders. Investment and portfolio performance are discussed in more detail in the Manager’s Review.
 
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments. The risk of the Company not having sufficient liquidity at any time is not considered by the Board to be significant, given the liquid nature of the portfolio of investments and the level of cash and cash equivalents ordinarily held. However, given the concern over widespread deterioration in credit quality and increase in defaults in the credit markets, as referred to in the Manager’s Review, the liquidity of the Higher Yield Portfolio has been adversely impacted and the Company may not be able to liquidate quickly, at fair value, some of its investments in that portfolio. Cash balances are held with reputable banks with a credit rating of normally AA or higher, usually on overnight deposit. The Manager reviews liquidity at the time of making each investment decision. The Board reviews liquidity exposure at each meeting.
 
In certain circumstances, the terms of the Company’s bank loan entitle the lender to demand early repayment and, in such circumstances, the Company’s ability to maintain dividend levels and the net asset value attributable to equity shareholders could be adversely affected. Such early repayment may be required in the event of a change of control of the Company or on the occurrence of certain events of default which are customary for facilities of this type. These include events of non payment, breach of other obligations, misrepresentations, insolvency and insolvency proceedings, illegality and a material adverse change in the financial condition of the Company.
 
Interest rate risk
Some of the Company’s financial instruments are interest bearing. They are a mix of both fixed and variable rate instruments with differing maturities. As a consequence, the Company is exposed to interest rate risk due to fluctuations in the prevailing market rate.
 
Floating rate
When the Company retains cash balances the majority of the cash is held in deposit accounts. The benchmark rate which determines the interest payments received on cash balances is the bank base rate, which was 0.5 per cent at 31 March 2009 (2008: 5.25 per cent).
 
The Company’s Equities Portfolio does not contain any fixed interest or floating rate interest assets.
 
The £33.5 million term loan has been classified as fixed interest as the variable rate loan has been fixed by an interest rate swap, of the same nominal value and duration as the loan.
 
Foreign currency risk
In order to achieve a diversified portfolio of higher yielding securities the Company invests partly in overseas securities which gives rise to currency risks. In the year to 31 March 2009, the Company entered into US Dollar and Euro foreign exchange currency contracts with a view to hedging these currency risks.
 
Given the policy to hedge currency risk by entering into forward foreign exchange currency contracts, the weakening or strengthening of Sterling against either the US Dollar or Euro will have a minimal impact on either income for the year or net asset value as at 31 March 2009.
 
8.                         These are not full statutory accounts in terms of Section 434 of the Companies Act 2006. The full audited annual report and accounts for the year ended 31 March 2009 will be sent to shareholders in May 2009 and will be available for inspection at 80 George Street, Edinburgh, the registered office of the Company. The full annual report and accounts will be available on the Company’s website www.investorscapital.co.uk.
 
The audited accounts for the year to 31 March 2009 will be lodged with the Registrar of Companies following the Annual General Meeting to be held on 24 June 2009.
 
 

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