Final Results

Investment Company PLC 12 June 2006 The Investment Company plc - Preliminary Results for the year ended 31 March 2006 CHAIRMAN'S STATEMENT The year under review has been less dramatic than the period on which I reported at this time last year. There has been no corporate activity within the Company, the Board has remained unchanged and interest rates have remained low with the result that the value of our preference shares have in the main remained firm. Your company must be one of the smallest listed on the London Stock Exchange. Many companies have grumbled about the increased regulatory requirements for listed companies and of course the change from Generally Accepted Accounting Principles to International Financial Reporting Standards has required a great deal of expensive attention to the figures which ultimately add very little if anything to shareholder value. In the short term, these changes certainly cost professional fees and a great deal of work by the company's administrators, secretaries and directors. In reaction to this, and in particular the requirements of the United Kingdom Listing Authority, a number of companies and not only small ones have moved down from a Full Listing to the more lightly regulated Alternative Investment Market. This has the added advantage for some shareholders that it is treated by law as an unlisted market with the result that there are certain shareholder benefits in the matter of inheritance tax and capital gains tax, although such benefits are not available to all shareholders. As I remarked in my statement last year, we had explained in the circular setting out the details of the acquisition of New Centurion Trust that, as a result of ceasing to be a close company, your company might be able in future to obtain the tax benefits granted to an Authorised Investment Trust under Section 842 of the Income and Corporation Taxes Act 1988. However, such benefits are only available to fully listed companies and your board is therefore on the horns of a dilemma. It would be imprudent to elect to move down to the Alternative Investment Market if, in the foreseeable future, we were likely to suffer tax on capital gains which we would not incur if we qualified as an Authorised Investment Trust. It would also be a very costly process to move back up from the Alternative Investment Market to a Full Listing and so, for the time being, we have to suffer the disadvantages of that higher status. Under the Companies Act there is a statutory definition of a Small Company. Such companies do not have to include a business review in their Directors' Report. A Small Company has to satisfy two of three criteria and The Investment Company does; although its balance sheet total is in excess of £2.8 million our turnover is less than £5.6 million and we have less than 50 employees! The bad news however, is that a Small Company cannot take advantage of this exemption if it is a public company which of course we are. There are new requirements on the business review which is why my statement this year will have to attempt to comply with these new requirements. It is interesting to note that guidance has been issued by the Department of Trade & Industry on the changes to the Directors' Report requirements in the Companies Act 1985 which 'while having no legal force is intended to help businesses understand the main features of the Directors' Report requirements and the circumstances in which they apply'. It is quite obvious from a reading of the guidance notes that an investment company such as ours with only directors as employees is way outside the intended scope of the changes introduced. With the best will in the world what is appropriate for BP and Barclays Bank (companies of which the Chief Executive is paid more every year than your company's entire equity capitalisation) is simply not relevant to a company such as yours. 'One size fits all' is a preposterous concept to apply across the full range of public companies. Our accounts do their best to explain precisely what there is in your company without going so low as to listing immaterial details. Judging by the number of shareholders who have attended general meetings in the last ten years most shareholders have been satisfied with the information that we publish. Any shareholder wishing to know more will as always be welcome at the next Annual General Meeting. Last year I pointed out that, following the New Centurion Trust transaction, the asset backing of our participating preference shares was now more highly geared which increased the risk profile of those securities. During the year the manager of an insurance company retired and the new manager decided to sell the fund's holding of our participating preference shares. Since that fund was the largest holder of our shares we were able to purchase the maximum number allowed under our shareholders permission (which is limited by Listing Rules) buying and cancelling 1,240,000 participating preference shares on 26 September 2005. As commented in my interim statement, this reduction of almost 20% in the number of participating preference shares in issue has helped to rebalance the capital gearing of your company and has partially relieved our revenue account of expensive debt. This will not be fully reflected until the accounts for next year are drawn up. As an investment company, primarily investing in fixed coupon preference shares, the business is exposed to the risks associated with changes in interest rates and the underlying performance of the businesses in which the company holds investments. Such risks are kept under constant review by the Directors. I wrote last year of the repayment of an issue of preferred shares at par, despite the fact that they had been trading at a premium of up to 20% in the months preceding the repayment. Your board is cautious about the value of any preference share trading above par. In consequence we have taken advantage of shares standing above par to sell some of our long-standing holdings. Caffyns was a company with which we had an unsatisfactory correspondence some years ago when we questioned its right to repurchase for cancellation a significant proportion of its ordinary shares without recognising the prior right, as we see it, of a preference shareholder to repayment of capital ahead of ordinary shareholders. We have therefore had two reasons to sell our 65% holding of the issue of 61/2% preference shares. We have also sold the highest coupon issue of Whitbread Hotels, the 8% issue of Austin Reed and the 6% issue of Guildhall Properties where we were holders of over 75% of the issue. All sales were above par. We were concerned about events at Courtaulds Clothing Brands where we held 64% of the 71/2% preference shares not owned within the Sara Lee Group. The company's assets were loans to other companies in the group, whose Pension Fund was assessed to be in serious deficit. We were relieved when the end March dividend was paid after we had reduced our stake by selling about 30% of our holding, xd and above par. We have taken further comfort from the announcement that Sara Lee Corporation has reached an agreement with the Pension Protection Fund which appears to stabilise any risk to the solvency of the Courtaulds Textile Group which has now been sold for a nominal consideration to a private overseas-based company. With the unfortunate precedent of Automotive Products and Whitnash in the forefront of our thoughts, we have opened correspondence with the directors of the subsidiary companies of this group in which we hold preference shares to put them on notice of our concerns and to remind them of their fiduciary responsibilities (as we interpret them) to us as shareholders outside their group. A year ago your directors resolved to recommend a maintained ordinary share dividend but I said that we would consider the interim dividend for the current year in the light of a more normal trading experience. In the event, as you will be aware, the directors declared an interim dividend on the reduced number of voting ordinary shares in issue of 4p compared with 3p in the previous year. Your directors have now resolved to recommend a final dividend of 5p making a total of 9p for the year. If approved at the Annual General Meeting on 16th August 2006 this dividend will be paid on 18th August 2006. As a consequence of this the dividend on the participating preference shares payable on 1st October 2006 will be 5.25p compared with 4.75p last year. Helped by continuing low long term interest rates prevailing during the year, the net asset value of our ordinary shares has risen from 215.65p at 31st March 2005, through 250.49p at 30th September 2005, to 283.36p at 31st March 2006. These figures have been calculated on the same basis using International Financial Reporting Standards which are now compulsory for listed companies. Dividends declared and paid after the end of a trading period are no longer shown as a liability in the balance sheet at the end of that period. However, our basic preference dividends of 3.5p per half year are shown as a liability, not least because they are payable on the day immediately after the end of each six monthly trading period. The participating element is treated as an equity dividend, and since it awaits its quantification until the approval of the final dividend at our Annual General Meeting it is therefore, under IFRS, only recognised in the accounts in the period during which it is paid. Shareholders should appreciate that all these calculations of ordinary share asset values are after deducting the participating preference shares in issue at 100p per share which would be those shareholders' entitlement on a return of capital or in a liquidation. As a result of the low (by recent historical standards) long term interest rates which have caused our assets to appreciate in value, our own participating preference shares stand in the market at a significant premium to their own asset entitlement. Sir David Thomson Bt. Chairman 12 June 2006 CONSOLIDATED INCOME STATEMENT For the year ended 31st March 2006 2006 2005 £ £ Total income 1,010,351 1,028,871 Expenses (439,912) (672,862) Loan note interest (194,748) - Bank interest (27,636) (24,594) Net revenue before taxation 348,055 331,415 Taxation (5,200) - Net revenue, after taxation 342,855 331,415 Dividends: Participating preference (470,971) (514,371) Ordinary (154,191) (195,901) Transfer from reserves (282,307) (378,857) (Loss)/earnings per 50p Ordinary Share (3.51)p (6.41)p Basic Adjusted (6.64)p 6.27p Net asset value per 50p Ordinary Share 283.36p 215.65p All the Company's operations are continuing. CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 31st March 2006 2006 2005 £ £ Distributable profits Net revenue, after taxation 342,855 331,415 Non-distributable profits Net profit on disposals of investments 1,446,075 505,081 Tax on realised gains - - Capital redemption reserve Movement in unrealised appreciation of investments 176,417 436,258 1,622,492 941,339 Total recognised gains and losses for the financial year 1,965,347 1,272,754 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31st March 2006 Share Share Own Shares Capital Revaluation Capital Revenue Total Capital Premium Held Redemption Reserve Reserve Account Reserve £ £ £ £ £ £ £ £ Balance at 31st March & 4,566,695 - - 2,439,800 154,363 3,622,403 527,926 11,311,187 1st April 2004 Ordinary shares issued 424,686 - - - - - - 424,686 Premium on new shares - 1,019,246 - - - - - 1,019,246 issued Own shares held - - (2,919,861) - - - - (2,919,861) Realised capital gains - - - - - 505,081 - 505,081 Movement in unrealised - - - - 436,258 - - 436,258 appreciation of investment Retained earnings for the - - - - - - (378,857) (378,857) year Balance at 31st March & 4,991,381 1,019,246 (2,919,861) 2,439,800 590,621 4,127,484 149,069 10,397,740 1st April 2005 Cancellation of capital - - - (2,439,800) - - 2,439,800 - redemption reserve Cancellation of deferred (50,000) - - 50,000 - - - - shares Buy in of own shares (621,500) - - 621,500 - - (1,281,589) (1,281,589) Realised capital gains - - - - - 1,446,075 - 1,446,075 Movement in unrealised - - - - 176,417 - - 176,417 appreciation of investment Retained earnings for - - - - - - (282,307) (282,307) the year Balance at 31st March 2006 4,319,881 1,019,246 (2,919,861) 671,500 767,038 5,573,559 1,024,973 10,456,336 CONSOLIDATED BALANCE SHEET At 31st March 2006 31st March 2006 31st March 2005 £ £ £ £ Non-current assets Portfolio investments at cost 12,391,868 13,769,941 Unrealised appreciation 795,802 619,385 Portfolio investments at 13,187,670 14,389,326 market value Current assets Trade and other receivables 121,000 29,198 Current asset investments 81,224 318,201 Cash at bank 1,048,962 27,236 1,251,186 374,635 Current liabilities Bank overdraft - 273,582 Dividends 174,818 218,218 Trade and other payables 150,698 217,417 325,516 709,217 Net current assets/ 925,670 (334,582) (liabilities) Non-current liabilities Loan notes (3,657,004) (3,657,004) Net assets 10,456,336 10,397,740 Capital and reserves Called up share capital 4,319,881 4,991,381 Share premium 1,019,246 1,019,246 Own shares held (2,919,861) (2,919,861) Capital redemption reserve 671,500 2,439,800 Revaluation reserve 767,038 590,621 Capital reserve 5,573,559 4,127,484 Revenue reserves 1,024,973 149,069 Shareholders' funds 10,456,336 10,397,740 Net asset value per: Participating Preference Share of 50p (4,994,805 shares, 2005: 6,234,805 shares) 100.0p 100.0p Ordinary Share of 50p (1,927,391 shares, 283.36p 215.65p 2005: 1,930,391 shares) Approved by the Board Sir David Thomson Bt. Stephen. J. Cockburn 12 June 2006 Directors COMPANY BALANCE SHEET At 31st March 2006 31st March 2006 31st March 2005 £ £ £ £ Non-current assets Portfolio investments at cost 10,998,688 12,113,431 Unrealised appreciation 672,166 602,218 Portfolio investments at market 11,670,854 12,715,649 value Investment in subsidiaries at 5,410,552 5,410,552 cost 17,081,406 18,126,201 Current assets Trade and other receivables 218,017 333,806 Cash at bank 1,042,242 18,066 1,260,259 351,872 Current liabilities Bank overdraft - 273,582 Dividends 174,818 218,218 Intercompany balances 887,542 464,091 Trade and other payables 150,699 194,937 1,213,059 1,150,828 Net current assets/ (liabilities) 47,200 (798,956) Non-current liabilities Loan notes (3,657,004) (3,657,004) Net assets 13,471,602 13,670,241 Capital and reserves Called up share capital 4,319,881 4,991,381 Share premium 1,019,246 1,019,246 Capital redemption reserve 671,500 2,439,800 Revaluation reserve 672,166 602,218 Capital reserve 5,505,125 4,127,484 Revenue reserves 1,283,684 490,112 Shareholders' funds 13,471,602 13,670,241 Approved by the Board Sir David Thomson Bt. Stephen J. Cockburn 12 June 2006 Directors CONSOLIDATED CASH FLOW STATEMENT For the year ended 31st March 2006 31st March 2006 31st March 2005 Notes £ £ £ £ Operating activities Cash received from investments 927,335 840,766 Interest received 108,325 59,788 Sundry income 26,400 7,245 Cash paid to and on behalf of (184,403) (83,913) employees Other cash payments (282,126) (241,627) UK corporation tax paid (5,200) - Net cash inflow from operating A 590,331 582,259 activities Financing activities Bank interest (30,636) (21,594) Loan note interest paid (194,748) - Non-equity dividends paid (514,371) (514,371) Net cash outflow from returns (739,755) (535,965) on investments and servicing of finance Investing activities Purchase of investments (1,227,754) (3,820,714) Further payment in respect of (34,655) (314,960) purchase of subsidiaries Cash acquired with subsidiary - 469,091 Purchase of own shares (1,281,589) - Sale of investments 4,142,985 3,211,979 Net cash inflow/(outflow) from capital expenditure and financial investment 1,598,987 (454,604) Equity dividends paid (154,255) (194,389) Increase/(decrease) in cash and cash equivalents B 1,295,308 (602,699) NOTES ON THE CONSOLIDATED CASH FLOW STATEMENT For the year ended 31st March 2006 Group Group 2006 2005 £ £ A. Reconciliation of operating profit to net cash inflow from operations: Net revenue before taxation 348,055 331,415 UK corporation tax (5,200) - Impairment of goodwill - 354,879 Interest paid 30,636 21,594 Loan note interest paid 194,748 - Deemed income distribution - (92,127) Investment losses/(gains) of trading subsidiary 38,166 (3,945) Decrease/(increase) in trade and other 15,926 (28,674) receivables Decrease in trade and other payables (32,000) (883) 590,331 582,259 B. Reconciliation of cash flow to movement in net debt Increase/(decrease) in cash and cash equivalents in the year 1,295,308 (602,699) Change in net debt resulting from cash flows 1,295,308 (602,699) Loan notes issued - (3,657,004) Decrease/(increase) in net debt 1,295,308 (4,259,703) Net (debt)/funds at 1st April 2005 (3,903,350) 356,353 Net debt at 31st March 2006 (2,608,042) (3,903,350) C. Analysis of net debt At 31st March Cash At 1st April 2006 Flow 2005 £ £ £ Bank overdraft - 273,582 (273,582) Cash at bank 1,048,962 1,021,726 27,236 1,048,962 1,295,308 (246,346) Long term debt (3,657,004) - (3,657,004) 2,608,042 1,295,308 (3,903,350) Dividend The Directors are recommending a final dividend of 5p per ordinary share for the year to 31 March 2006, (2005: final 4p) which will be paid, subject to shareholder approval, on 18 August 2006 to shareholders on the register on 30 June 2006. The shares will be marked ex-dividend on 28 June 2006. Note to the financial information for the year ended 31 March 2006 The financial information does not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 (as amended). These statements have been prepared on a consistent basis with the accounting policies as stated in the current years' financial statements. The company's statutory accounts for the year ended 31 March 2006 have not been signed and have not been reported on by the company's auditors. Copies of this announcement are available from the company's registered office at 3rd Floor, Salisbury House, London Wall, London, EC2M 5QS. This information is provided by RNS The company news service from the London Stock Exchange
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