Interim Results

Investment Company PLC 21 December 2005 THE INVESTMENT COMPANY PLC UNAUDITED INTERIM REPORT For the period 1st April 2005 to 30th September 2005 CHAIRMAN'S STATEMENT My statement in the Annual Report and Accounts for 31st March 2005 was written as recently as August and the Annual General Meeting was held on 21st September, so I have little to add to what I wrote and was available to be questioned about on that occasion. The latest movement in base rates was downwards and the value of preference shares in general has remained firm. Your board expects a satisfactory outcome for the year to next March. As recorded in Note 22 to those accounts under Post Balance Sheet Events the High Court confirmed the cancellation of the 100,000 deferred shares of 50p that were in issue (which was a technical matter arising out of the capital reorganisation in 1996) but more importantly re-classified the Capital Redemption Reserve as a distributable reserve. This had effect from 18th May 2005 and your Board took advantage of this by purchasing for cancellation 1,240,000 participating preference shares at 1021/4p xd on 26th September 2005. With the issue of the 5% loan notes as part of the acquisition consideration for New Centurion Trust in March the gearing of the smaller number of ordinary shares in issue increased. The reduction in the number of participating preference shares in issue of almost 20% has helped to rebalance the capital gearing and has relieved the Revenue account of expensive debt. Your Board believes that this is in the interest of all shareholders. As announced on 23 November your board has declared an interim dividend on the reduced number of voting Ordinary shares in issue of 4p (2004: 3p) which will be paid to shareholders on the register on 2 December 2005. The shares were quoted ex dividend on 30 November 2005 and the dividend will be paid on 30 December 2005. Under the listing agreement your company is obliged to adopt International Financial Reporting Standards in place of Generally Accepted Accounting Principles with effect from these interim accounts. Shareholders will note the reconciliation statements set out in Note 9 which explains the changes that this has caused to the figures previously presented at 30th September 2004 and 31st March 2005. Most particularly the new standards require our investments to be valued at bid prices instead of middle market prices. Your board has given careful consideration to what ought to be the appropriate discount for the unique portfolio that your company owns. Many listed securities are now quoted on a very narrow spread between bid and offer prices. However many of our investments are not priced by the market-makers on a regular basis and we have taken into account the reality of the prices we could obtain if we were to decide to sell such investments based on our experience in recent transactions. We have also consulted our brokers Collins Stewart in this matter. Your board has concluded that an average discount of 1% across the company's quoted portfolio will fairly reflect bid values. The result of adopting these new Standards is that the asset value at the 30th September 2004 has increased to 186.34p from the previously announced figure of 180.55p xd and similarly the asset value at 30th March 2005 has increased from 211.65p xd to 215.65p. At the 30th September 2005 the asset value is 250.49p. It should be noted that these IFRS asset values are cum the ordinary dividend, which is paid subsequent to the end of the period. Under IFRS these proposed dividends do not appear as liabilities or provisions at the end of the period to which they relate. Provision for the accrued fixed preference dividend is taken into account before the calculation of the published net asset values, but the participating element which is paid on 1st October is treated in the same way as ordinary share dividends and is only recognised in the period in which it is paid. Sir David Thomson Bt. Registered Office: Chairman 3rd Floor Salisbury House London Wall 20 December 2005 London EC2M 5QS Registered No. 4205 England INDEPENDENT REVIEW REPORT TO THE INVESTMENT COMPANY PLC Introduction We have been instructed by the company to review the financial information for the six months ended 30th September 2005 which comprises the consolidated income statement, the consolidated balance sheet, the consolidated cashflow statement, the consolidated statement of changes in equity and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the United Kingdom Listing Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with applicable Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30th September 2005. Saffery Champness Lion House Chartered Accountants Red Lion Street London WC1R 4GB 20 December 2005 CONSOLIDATED INCOME STATEMENT For the six months ended 30th September 2005 Half-year to Half-year to Year to 30th September 30th September 31st March 2005 2004 2005 (unaudited) (unaudited) (audited) Notes £ £ £ Total income 590,034 531,840 1,028,871 Expenses (241,939) (148,370) (697,456) Loan note interest paid (103,323) - - Net revenue before taxation 244,772 383,470 331,415 Taxation (15,602) - - Net revenue after taxation 229,170 383,470 331,415 Dividends: Participating preference (6) (218,218) (218,218) (514,371) Ordinary (6) (77,216) (111,943) (195,901) Transfer (from)/to reserves (66,264) 53,309 (378,857) Earnings/(losses) per 50p Ordinary Share Basic (5) 0.30p 5.90p (6.41)p Adjusted (5) 0.57p 5.90p 6.27p Net asset value per 50p Ordinary 250.49p 186.34p 215.65p Share CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30th September 2005 Own Capital Share Share Shares Redemption Revaluation Capital Revenue Capital Premium Held Reserve Reserve Reserve Account Total £ £ £ £ £ £ £ £ Balance at 30th September and 1st October 2003 4,566,695 - - 2,439,800 (292,820) 4,657,143 654,284 12,025,102 Movement in unrealised appreciation of - - - 447,183 - 447,183 investment Realised capital gains/ - - - (1,034,740) - (1,034,740) (losses) Retained earnings for the period - - - - (126,358) (126,358) Balance at 31st March and 1st April 2004 4,566,695 - - 2,439,800 154,363 3,622,403 527,926 11,311,187 Movement in unrealised appreciation of - - - (9,862) - (9,862) investment Realised capital gains/ - - - 94,954 - 94,954 (losses) Retained earnings for the period - - - - 53,309 53,309 Balance at 30th September and 1st October 2004 4,566,695 - - 2,439,800 144,501 3,717,357 581,235 11,449,588 Premium on new shares - 1,019,246 - - 1,019,246 issued Ordinary shares issued 424,686 - - - 424,686 Own shares held - (2,919,861) - - (2,919,861) Movement in unrealised appreciation of - - - 446,120 - 446,120 investment Realised capital gains/ - - - 410,127 - 410,127 (losses) Retained earnings for the period - - - - (432,166) (432,166) Balance at 31st March and 1st April 2005 4,991,381 1,019,246 (2,919,861) 2,439,800 590,621 4,127,484 149,069 10,397,740 Cancellation of capital redemption reserve - - - (2,439,800) - - 2,439,800 - Cancellation of deferred shares (50,000) - - 50,000 - - - - Buy in of own shares (621,500) - - 621,500 - - (1,281,589) (1,281,589) Realised capital gains/ - - - - - 502,744 - 502,744 (losses) Movement in unrealised appreciation of - - - - 270,015 - - 270,015 investment Retained earnings for the - - - - - - (66,264) (66,264) period Balance at 30th September 2005 4,319,881 1,019,246 (2,919,861) 671,500 860,636 4,630,228 1,241,016 9,822,646 CONSOLIDATED BALANCE SHEET At 30th September 2005 Half year to Half year to Year to 30th September 30th September 31st March 2005 2004 2005 (unaudited) (unaudited) (audited) Notes £ £ £ Non-current assets Portfolio investments at cost 13,654,654 11,628,686 13,769,941 Unrealised appreciation 889,401 144,501 619,385 14,544,055 11,773,187 14,389,326 Current assets Debtors 11,645 152,946 29,198 Investments 321,575 149,921 318,201 Cash at bank 98,448 - 27,236 431,668 302,867 374,635 Total assets 14,975,723 12,076,054 14,763,961 Current liabilities Bank overdraft 1,029,589 - 273,582 Dividends 218,218 218,218 218,218 Other creditors 248,266 408,248 217,417 1,496,073 626,466 709,217 Net current liabilities (1,064,405) (323,599) (334,582) Non-current liabilities Loan notes 3,657,004 - 3,657,004 Net assets 9,822,646 11,449,588 10,397,740 Capital and reserves Called-up share capital (4) 4,319,881 4,566,695 4,991,381 Share premium 1,019,246 - 1,019,246 Own shares held (2,919,861) - (2,919,861) Capital redemption reserve (4) 671,500 2,439,800 2,439,800 Revaluation reserve 860,636 144,501 590,621 Capital reserve brought forward 4,127,484 3,622,403 3,622,403 Realised profits 502,744 94,954 505,081 Capital reserve carried forward 4,630,228 3,717,357 4,127,484 Revenue account brought forward 149,069 527,926 527,926 Cancellation of capital redemption reserve (4) 2,439,800 - - Buy in of own shares (7) (1,281,589) - - Net (loss)/revenue for period (66,264) 53,309 (378,857) 1,241,016 581,235 149,069 9,822,646 11,449,588 10,397,740 CONSOLIDATED CASHFLOW STATEMENT For the six months ended 30th September 2005 Half-year to Half-year to Year to 30th September 30th September 31st March 2005 2004 2005 Notes (unaudited) (unaudited) (audited) £ £ £ Operating activities Net revenue before taxation 244,772 383,470 331,415 Goodwill written off on consolidation - - 354,879 Loan note interest payable 103,323 - - Interest payable 11,724 244 21,594 Investment gains of trading subsidiary (8,002) - (3,945) Deemed income distribution - (92,127) (92,127) Operating cash flows before movements in working capital 351,817 291,587 611,816 Decrease/(increase) in debtors 17,552 (65,581) (28,674) (Decrease)/increase in creditors (36,725) 2,552 (883) Net cash inflow from operating activities 332,644 228,558 582,259 Financing activities (309,800) (218,462) (535,965) 22,844 10,096 46,294 Investing activities Purchase of investments (932,967) (1,018,982) (3,820,714) Purchase of own shares (7) (1,281,589) - - Further payment in respect of purchase of subsidiary (34,655) - (314,960) Cash acquired with subsidiary - - 469,091 Sale of investments 1,555,627 911,599 3,211,979 (693,584) (107,383) (454,604) Equity dividends paid (14,055) (109,145) (194,389) Decrease in cash (8) (684,795) (206,432) (602,699) NOTES TO THE INTERIM REPORT 1. Financial information The financial information above does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the year ended 31st March 2005 have been delivered to the Registrar of Companies and contain an audit report in accordance with Section 285, which was unqualified. The interim financial information has not been audited but has been reviewed by the Company's auditors. 2. Basis of consolidation The group has taken advantage of the exemption under IFRS 1 First-time Adoption of IFRS not to apply IFRS 3 Business Combinations retrospectively to past business combinations (business combinations that occurred before the date of transition to IFRS). 3. Accounting policies These financial statements have been prepared on the basis of the recognition and measurement requirements of International Financial Reporting Standards ('IFRS') in issue that either are endorsed by the European Union (' EU') and effective (or available for early adoption), or are expected to be endorsed and effective (or available for early adoption) at 31st March 2006, the Group's first annual reporting date at which it is required to use adopted IFRS. Based on these adopted and unadopted IFRS, the directors have made assumptions about the accounting policies expected to be applied when the first annual IFRS financial statements are prepared for the year ending 31st March 2006. The Group has complied with IAS 34 and IFRS 1 in the preparation of these interim statements. The following are the key accounting policy extracts relating to the financial information presented and the effects of the transition to IFRS. (a) Taxation Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is recognised in respect of 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 tax in the future or a right to pay less tax in the future have accrued at the balance sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. The company has material tax losses available for relief against future profits and gains, resulting from accumulated unrealised losses on certain investments and excess management expenses. No deferred tax asset has been provided for on the basis that future profits or gains are uncertain. (b) Preference shares Participating shares entitle the holder to a fixed net cash cumulative dividend at the rate of 7p per share per annum. In addition, holders are entitled to a participating dividend at the rate of 25% of any dividends paid on the Ordinary Shares in excess of 2p per share for any year, subject to a maximum of 3p per share. On any return of capital holders are entitled to a premium of 50p per share in addition to the nominal value of 50p on any surplus assets. The shares also confer voting rights in certain circumstances. The participating preference share capital has been treated as an equity financial instrument in accordance with IAS 32. (c) Dividends Ordinary dividends are accounted for in the period in which they are declared in accordance with IAS 10. Preference dividends have two dividend elements, the fixed net cash cumulative dividend and the participating dividend. The participating dividend element is accounted for in the period in which the dividend is declared and is treated in the same way as the Ordinary dividend upon which its calculation is based. The fixed net cash cumulative element accrues evenly on a daily basis throughout the period. The dividend payable on 1st October 2005 has therefore been treated as a charge against revenue for the six months to 30th September 2005. This basis overrides IAS 10 as, in the opinion of the directors, the dividend has accrued on a daily basis during the six months ended 30th September 2005. (d) Investments IAS 39 requires investment funds to measure assets listed on a recognised Stock Exchange at current bid prices whereas under UK GAAP these assets have been previously measured at current middle market prices. The directors are of the opinion that the bid valuation is 1% lower than the mid valuation due to the nature of the assets concerned and this adjustment has been reflected in the investment valuation for the period ended 30th September 2005 as detailed in Note 9. The Group has taken advantage of the exemption within IFRS 1 First Time Adoption not to apply this valuation to previously reported financial information. 4. Share capital The cancellation of all of the 100,000 Deferred Shares of 50p each in the company was confirmed by the High Court on 18th May 2005. These shares had carried no voting or dividend rights and negligible rights upon a repayment of capital. Likewise the Company was granted permission to reduce the amount previously standing to the credit of the Capital Redemption Reserve and £2,439,800 was thus credited to the Revenue Account. During the half-year to 30th September 2005 the company bought in 1,240,000 Participating Preference Shares of 50p each, having a total nominal value of £620,000, at a cost of £1,275,509. During the half-year to 30th September 2005 the company bought in 3,000 Ordinary Shares of 50p each, having a total nominal value of £1,500, at a cost of £6,080. 5. Earnings/(losses) per share Half-year to Half-year to Year to 30th September 30th September 31st March 2005 2004 2005 (unaudited) (unaudited) (audited) £ £ £ Net revenue after taxation 229,170 383,470 331,415 Participating preference dividend (218,218) (218,218) (514,371) Profit/(loss) attributable to ordinary shareholders 10,952 165,252 (182,956) Adjustment for goodwill - - 354,879 Adjusted profit attributable to ordinary shareholders 10,952 165,252 171,923 Weighted number of ordinary shares in issue 3,646,956 2,798,584 2,854,433 Adjusted weighted number of ordinary shares in issue being ordinary shares in issue excluding non-voting shares held by the group 1,929,391 2,798,584 2,741,498 6. Dividends Half-year to Half-year to Year to 30th September 30th September 31st March 2005 2004 2005 (unaudited) (unaudited) (audited) £ £ £ Interim dividends declared Participating preference shares - - 296,153 - - 296,153 Final dividends declared Participating preference shares 218,218 218,218 218,218 Ordinary shares 77,216 111,943 195,901 295,434 330,161 414,119 Total dividends 295,434 330,161 710,272 7. Buy in of own shares Half-year to Half-year to Year to 30th September 30th September 31st March 2005 2004 2005 (unaudited) (unaudited) (audited) £ £ £ Buy in of 1,240,000 preference shares of 50p each 1,275,509 - - Buy in of 3,000 ordinary shares of 50p each 6,080 - - 1,281,589 - - 8. Analysis of net debt At 30th September At 1st April 2005 Cash flow 2005 £ £ £ Bank overdraft (1,029,589) (756,007) (273,582) Cash at bank 98,448 71,212 27,236 (931,141) (684,795) (246,346) Long term debt (3,657,004) - (3,657,004) (4,588,145) (684,795) (3,903,350) 9. Translation statements to International Accounting Standards The following statements have been included to reconcile the financial information as previously reported under United Kingdom Generally Accepted Accounting Principles ('GAAP') to the revised figures reported under International Accounting Standards ('IAS') (a) Reconciliation of consolidated income UK GAAP Adjustment IAS (unaudited) (unaudited) (unaudited) Half year to 30th September 2005 £ £ £ Total income 590,034 - 590,034 Expenses (241,939) - (241,939) Loan note interest paid (103,323) - (103,323) Net revenue before taxation 244,772 - 244,772 Taxation (15,602) - (15,602) Net revenue after taxation 229,170 - 229,170 Dividends: Participating preference (296,153) 77,935 (218,218)(1) Ordinary - (77,216) (77,216)(1) Transfer (from)/to reserves (66,983) 719 (66,264) (Loss)/earnings per 50p Ordinary Share: Basic (1.84)p 2.14p 0.30p Adjusted (3.47)p 4.04p 0.57p Net asset value per 50p Ordinary 252.84p xd 2.35p 250.49p Share UK GAAP Adjustment IAS (unaudited) (unaudited) (unaudited) Half year to 30th September 2004 £ £ £ Total income 531,840 - 531,840 Expenses (148,370) - (148,370) Net revenue before taxation 383,470 - 383,470 Taxation - - - Net revenue after taxation 383,470 - 383,470 Dividends: Participating preference (296,153) 77,935 (218,218)(1) Ordinary (83,958) (27,985) (111,943)(1) Transfer (from)/to reserves 3,359 49,950 53,309 Earnings per 50p Ordinary Share: Basic 3.12p 2,78p 5.90p Adjusted 3.12p 2,78p 5.90p Net asset value per 50p Ordinary Share 180.55p xd 5.79p 186.34p UK GAAP Adjustment IAS (audited) (unaudited) (unaudited) Year to 31st March 2005 £ £ £ Total income 1,028,871 - 1,028,871 Expenses (697,456) - (697,456) Net revenue before taxation 331,415 - 331,415 Taxation - - - Net revenue after taxation 331,415 - 331,415 Dividends: Participating preference (514,371) - (514,371)(1) Ordinary (161,174) (34,727) (195,901)(1) Transfer from (344,130) (34,727) (378,857) (Loss)/earnings per 50p Ordinary Share: Basic (6.41)p - (6.41)p Adjusted 6.27p - 6.27p Net asset value per 50p Ordinary Share 211.65p xd 4.00p 215.65p b) Reconciliation of consolidated balance sheet UK GAAP Adjustment IAS (unaudited) (unaudited) (unaudited) As at 30th September 2005 £ £ £ Non-current assets Portfolio investments at cost 13,654,654 - 13,654,654 Unrealised appreciation 1,012,804 (123,403) 889,401(2) 14,667,458 (123,403) 14,544,055 Current assets Debtors 11,645 - 11,645 Investments 321,575 - 321,575(2) Cash at bank 98,448 - 98,448 431,668 - 431,668 Total assets 15,099,126 (123,403) 14,975,723 Current liabilities Bank overdraft 1,029,589 - 1,029,589 Dividends 296,153 (77,935) 218,218(1) Other creditors 248,266 - 248,266 1,574,008 (77,935) 1,496,073 Net current (liabilities) (1,142,340) 77,935 (1,064,405) Non-current liabilities Loan notes 3,657,004 - 3,657,004 Net assets 9,868,114 (45,468) 9,822,646 Capital and reserves Called up share capital 4,319,881 - 4,319,881 Share premium 1,019,246 - 1,019,246 Own shares held (2,919,861) - (2,919,861) Capital redemption reserve 671,500 - 671,500 Revaluation reserve 984,039 (123,403) 860,636(2) Capital reserve brought forward 4,127,484 - 4,127,484 Realised profits 502,744 - 502,744 Capital reserve carried forward 4,630,228 - 4,630,228 Revenue account brought forward 71,853 77,216 149,069(1) Cancellation of capital redemption reserve 2,439,800 - 2,439,800 Buy in of own sharees (1,281,589) - (1,281,589) Net (loss)/revenue for period (66,983) 719 (66,264)(1) 1,163,081 77,935 1,241,016 9,868,114 (45,468) 9,822,646 UK GAAP Adjustment IAS (unaudited) (unaudited) (unaudited) As at 30th September 2004 £ £ £ Non-current assets Portfolio investments at cost 11,628,686 - 11,628,686 Unrealised appreciation 144,501 - 144,501(2) 11,773,187 - 11,773,187 Current assets Debtors 152,946 - 152,946 Investments 149,921 -(2) 149,921(2) 302,867 - 302,867 Total assets 12,076,054 - 12,076,054 Current liabilities Dividends 380,111 (161,893) 218,218(1) Other creditors 408,248 - 408,248 788,359 (161,893) 626,466 Net current (liabilities) (485,492) 161,893 (323,599) Net assets 11,287,695 161,893 11,449,588 Capital and reserves Called up share capital 4,566,695 - 4,566,695 Capital redemption reserve 2,439,800 - 2,439,800 Revaluation reserve 144,501 - 144,501 Capital reserve brought forward 3,622,403 - 3,622,403 Realised profits 94,954 - 94,954 Capital reserve carried forward 3,717,357 - 3,717,357 Revenue account brought forward 415,983 111,943 527,926(1) Net (loss)/revenue for period 3,359 49,950 53,309(1) 419,342 161,893 581,235 11,287,695 161,893 11,449,588 UK GAAP Adjustment IAS (audited) (unaudited) (unaudited) As at 31st March 2005 £ £ £ Non-current assets Portfolio investments at cost 13,769,941 - 13,769,941 Unrealised appreciation 619,385 - 619,385(2) 14,389,326 - 14,389,326 Current assets Debtors 29,198 - 29,198 Investments 318,201 -(2) 318,201(2) Cash at bank 27,236 - 27,236 374,635 - 374,635 Total assets 14,763,961 - 14,763,961 Current liabilities Bank overdraft 273,582 - 273,582 Dividends 295,434 (77,216) 218,218(1) Other creditors 217,417 - 217,417 786,433 (77,216) 709,217 Net current (liabilities) (411,798) 77,216 (334,582) Non-current liabilities Loan notes 3,657,004 - 3,657,004 Net assets 10,320,524 77,216 10,397,740 Capital and reserves Called up share capital 4,991,381 - 4,991,381 Share premium 1,019,246 - 1,019,246 Own shares held (2,919,861) - (2,919,861) Capital redemption reserve 2,439,800 - 2,439,800 Revaluation reserve 590,621 - 590,621 Capital reserve brought forward 3,622,403 - 3,622,403 Realised profits 505,081 - 505,081 Capital reserve carried forward 4,127,484 - 4,127,484 Revenue account brought forward 415,983 111,943 527,926(1) Net (loss)/revenue for period (344,130) (34,727) (378,857) (1) 71,853 77,216 149,069 10,320,524 77,216 10,397,740 Notes: 1. Under GAAP, dividends to shareholders were recognised as a liability in the period even if not declared in that period. The adjusted figures represent dividends declared in the period and exclude dividends not declared and not yet paid in accordance with IAS. These figures include elements of undeclared preference dividends as detailed in Note 3(c). 2. Under GAAP, investments made by the Company in stocks listed on a recognised Stock Exchange were valued at middle market prices at the close of business on the balance sheet date. Unlisted investments were valued by the Directors at the year end based upon dealing prices where available or stockbrokers' valuations, net asset values or other relevant information. Under IAS quoted investments are valued at bid price. The directors are of the opinion that an average discount of 1% across the company's quoted portfolio will fairly reflect bid values and this adjustment has been made in the investment valuation for the period ended 30th September 2005 as shown above. The Group has taken advantage of the exemption within IFRS 1 First Time Adoption not to apply this valuation to previously reported financial information. 3. There are no material differences between the cash flow presented under IAS and the cash flow statement presented under GAAP. Enquiries: Stephen Cockburn - Managing Director - 020 7448 4715 This information is provided by RNS The company news service from the London Stock Exchange
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