Interim Results

Investment Company PLC 22 November 2007 The Investment Company plc Unaudited Interim Results For the Six Month Period ended 30 September 2007 Chairman's Statement One of the latest obligations of the Listing Agreement obliges all companies to issue quarterly trading statements, however brief. Accordingly in July we issued the following statement. 'Further rises in short term interest rates have recently been reflected in a similar movement at the long end of the bond market. As a result liquid issues of preference shares have seen market prices ease a little. Our portfolio is virtually unaffected since we have a large spread of individually illiquid holdings. Nevertheless we are unlikely to see capital appreciation in the short term outside of redemptions or similar corporate activity.' Since that time there has been turmoil in the credit markets which has clearly caught a lot of people by surprise, not least the Governor of the Bank of England. The (virtually) unprecedented drying up of interbank credit and the reluctance of the Bank of England to recognise its duty as 'Lender of Last Resort', to lend, created the only run on a British bank (apart from that on stage in Mary Poppins) for more than a century. Perhaps not surprisingly these events caused fixed interest securities of all sorts to be marked down as a precautionary measure and quotations of most preference shares by the end of September were lower by up to 10% or 15% in the less marketable issues. In the eight weeks since then, prices of regularly traded preference shares have recovered to some extent but as many of the shares that we hold do not trade for weeks on end, sometimes months, market makers have been in no hurry to re-adjust upwards quotations at which we valued our portfolio at 30 September. Your company is fairly highly geared although the actual portfolio consists of mainly ungeared securities. Our ordinary shareholders' assets rank after approximately £5 million worth of preference shareholders' assets and £3.66 million worth of 5% loan notes held by the former shareholders of New Centurion Trust. It is not difficult to see therefore that a modest decline in the gross value of our portfolio has a significant impact at least temporarily on the asset value attributable to the ordinary shares. The fall of £581,440 in the value of our overall assets translates to a fall of 30.6p in the assets attributable to each of the 1,899,891 ordinary shares in issue. Among our top 20 holdings as listed in the Report & Accounts of 31 March 2007 we have seen four very satisfactory developments. Our third largest holding valued at about £1 million consisted of two preference shares in the Whitbread Hotel Company. We were approached during the period and invited to consent to a scheme designed to retire all three classes of preference shares in that company via a Court Approved capital reduction at prices based on discounting each share's future cash flows at the same net yield. Our consent was necessary for such a scheme to proceed in respect of the two classes of shares in which we held 46% and 33% respectively. Only last February we had sold a 20% interest in the third issue. We were unable to agree that this proposal was satisfactory and the Whitbread board has therefore resolved to repay the capital, which does not require our consent, under the terms of the Articles. The result of this is that we will get a very much higher price for our 4.5% issue, the larger holding, than was proposed under their original suggestion. The 6.5% issue will be redeemed at a fractionally lower price than the first proposal set, while the 7% issue, where we sold our holding at 123p in February last year, will be redeemed at a significantly lower price even though the directors have felt generous enough to add an ex gratia 5p to the 100p redemption value. This is the first most satisfactory news. Secondly our fifth largest holding of Equitable Life Finance 8% bonds were repaid at par in August. During Equitable's troubles buyers of the bond were much mocked in the press since it was naively assumed that the enterprise would not be able to fulfil its obligations to bond holders as a result of the court case going against the Society with regard to bonuses from the with-profits pool. Fortunately our advisers were better informed and stood aloof from the consensus. Although we were not so fortunate as to buy the bonds at £25% to which they fell at one time, we did nevertheless make a profit of 63% on our investment on which we had enjoyed a running yield of 13% throughout the several years that we held the stock. Further down the list in 18th place is our stake in Hawtin preference which paid off 3 years arrears at the end of June resulting in a very welcome boost to our revenue account. Finally our 19th largest holding Courtaulds Clothing Brands preference shares were repaid at 105p in May on satisfactory terms. While conflicting views are held about the immediate likelihood of reductions in interest rates competing with inflationary expectations, we are comforted by the extent of the liquidity arising from these recent and forthcoming redemptions. We are also pleased at the improvement in the revenue account brought about by the receipt of arrears and deemed distributions arising from redemptions at a premium. We are conscious of the costs of running this small listed company but are sad that the only reduction I have to report is consequent upon the retirement announced today of our colleague Charles Marsh from the board for family reasons. Amongst the most experienced people in the City of London in the preference share market Charles has been a much valued member of the board these last few years and we thank him for his contribution. Your directors have declared a maintained interim dividend of 4p which will be paid to ordinary shareholders on the register on 14 December 2007. The ordinary shares will be marked ex dividend on 12 December 2007 and the dividend will be paid on 14 January 2008. Sir David Thomson Bt. Registered office: Chairman 3rd Floor, Salisbury House London Wall 21 November 2007 London EC2M 5QS Consolidated Income Statement For six months ended 30 September 2007 Notes Half-year to Half-year to Year to 30 September 30 September 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £ £ £ Total income 517,728 449,944 911,902 Administrative expenses (190,886) (184,539) (379,775) Loan note interest (91,425) (91,425) (182,850) Other interest payable - (76) (76) Net revenue before taxation 235,417 173,904 349,201 Taxation - - - Net revenue after taxation 235,417 173,904 349,201 Dividends: Participating preference 4 (174,818) (174,818) (437,045) Dividends: Ordinary 4 (94,995) (96,370) (173,465) Transfer from reserves (34,396) (97,284) (261,309) Earnings/(loss) per 50p Ordinary Share Basic and diluted 3 1.67p (0.03)p (2.41)p Net asset value per 50p Ordinary 246.05p 276.74p 273.77p Share All the Company's operations are continuing. Consolidated Statement of Changes in Equity For six months ended 30 September 2007 Capital Redemption Issued Share Own Shares Revaluation Capital Revenue Capital Premium Held Reserve Reserve Reserve Account Total £ £ £ £ £ £ £ £ Balance at 4,319,881 1,019,246 (2,919,861) 671,500 860,636 4,630,228 1,241,016 9,822,646 30 September and 1 October 2005 Buy in of - - - - - - - - own shares Realised - - - - - 943,331 - 943,331 capital gains Movement in - - - - (93,598) - - (93,598) unrealised appreciation of investments Retained - - - - - - (216,043) (216,043) loss for the period Balance at 4,319,881 1,019,246 (2,919,861) 671,500 767,038 5,573,559 1,024,973 10,456,336 31 March 2006 and 1 April 06 Realised - - - - - 46,715 - 46,715 capital gains Movement in - - - - (77,075) - - (77,075) unrealised appreciation of investments Retained - - - - - - (97,284) (97,284) loss for the period Balance at 4,319,881 1,019,246 (2,919,861) 671,500 689,963 5,620,274 927,689 10,328,692 30 September 2006 and 1 October 2006 Buy in of (3,750) - - 3,750 - - (16,669) (16,669) own shares Realised - - - - - 293 - 293 capital gains Movement in - - - - 102,609 - - 102,609 unrealised appreciation of investments Retained - - - - - - (164,025) (164,025) loss for the period Balance at 4,316,131 1,019,246 (2,919,861) 675,250 792,572 5,620,567 746,995 10,250,900 31 March 2007 and 1 April 2007 Buy in of (10,000) - - 10,000 - - (45,361) (45,361) own shares Realised - - - - - 440,307 - 440,307 capital gains Movement in - - - - (941,990) - - (941,990) unrealised appreciation of investments Retained - - - - - - (34,396) (34,396) loss for the period Balance at 4,306,131 1,019,246 (2,919,861) 685,250 (149,418) 6,060,874 667,238 9,669,460 30 September 2007 Consolidated Balance Sheet At 30 September 2007 30 September 30 September 31 March 2007 2006 2007 (Unaudited) (Unaudited) (Audited) £ £ £ Non current assets Investments at cost 12,691,592 12,575,979 12,828,016 Unrealised (depreciation)/ (202,153) 718,727 775,390 appreciation Portfolio investments at market 12,489,439 13,294,706 13,603,406 value Current assets Trade and other receivables 155,082 41,524 81,184 Investments 147,260 43,723 84,756 Cash and bank balances 900,190 927,200 465,558 1,202,532 1,012,447 631,498 Current liabilities Dividends payable 174,818 174,818 174,818 Trade and other payables 190,689 146,639 152,182 365,507 321,457 327,000 Net current assets 837,025 690,990 304,498 Non-current liabilities Interest bearing liabilities (3,657,004) (3,657,004) (3,657,004) Net assets 9,669,460 10,328,692 10,250,900 Capital and reserves Issued capital 4,306,131 4,319,881 4,316,131 Share premium 1,019,246 1,019,246 1,019,246 Own shares held (2,919,861) (2,919,861) (2,919,861) Capital redemption reserve 685,250 671,500 675,250 Revaluation reserve (149,418) 689,963 792,572 Capital reserve 6,060,874 5,620,274 5,620,567 Revenue reserves 667,238 927,689 746,995 Shareholders' funds 9,669,460 10,328,692 10,250,900 Consolidated Cash Flow Statement For the six months ended 30 September 2007 Notes Half-year to Half-year to Year to 30 September 30 September 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £ £ £ Operating activities Cash received from investments 403,061 348,687 746,953 Interest received 128,992 98,937 142,705 Sundry income - - - Cash paid to and on behalf of (50,285) (86,129) (172,344) employees Other cash payments (111,335) (113,825) (210,645) UK corporation tax paid - - - Net cash inflow from operating 370,433 247,670 506,669 activities Financing activities Bank interest - (76) (76) Loan note interest paid (91,425) (91,425) (182,850) Non-equity dividends paid (174,818) (174,818) (437,045) Net cash outflow from returns on (266,243) (266,319) (619,971) investments and servicing of finance Investing activities Purchase of investments (963,433) (1,202,698) (1,881,481) Further payment in respect of purchase of subsidiaries - - - Purchase of own shares 5 (45,361) - (16,669) Sale of investments 1,430,072 1,193,653 1,596,874 Net cash (outflow)/inflow from capital expenditure and financial investment 421,278 (9,045) (301,276) Equity dividends paid (90,836) (94,068) (168,826) Net increase/(decrease) in cash and cash equivalents 6 434,632 (121,762) (583,404) 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 2007 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 or reviewed by the Company's auditors. 2 Accounting policies These financial statements have been prepared in accordance with International Accounting Standards (IAS) issued by the International Accounting Standards Board (IASB) except for the departure from the requirement in IAS 32 (Financial Instruments: Disclosure and Presentation) as detailed below, and in accordance with the Interpretations of International Accounting Standards issued by the Standing Interpretations Committee of the IASB. The board has concluded that complying with IAS 32 in respect of the company's preference shares would be so misleading in the circumstances that it would conflict with the objective of financial statements set out in the IASB's framework. The entity has therefore departed from the requirement in IAS 32 to treat the preference shares as a debt instrument. The preference shares have been included as an equity instrument in the consolidated and parent company balance sheets in order to achieve a fair presentation. The board believes that the treatment required by IAS 32 would not fairly present the substance of the preference shares which is that of permanent capital in the company with participation in the future income and gains arising therein. With this departure, the Board has concluded that the financial statements present fairly the entity's financial position, financial performance and cash flows. The departure has no impact on the Net asset value per ordinary share calculation or on the calculation of Earnings per share. These financial statements have been prepared under the historical cost convention, except for Portfolio Investments which are stated at market value. The following are the key accounting policies extracts relating to the financial information presented: (a) Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over cost. (b) Preference shares The participating preference shares entitle the holders, in priority to the payment of any dividend to the holders of all or any other shares in the capital of the company, 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 participating dividend in respect of any year of 3p net per share. On any return of capital holders are entitled to the payment of a premium which shall be the greater of either the sum of 50p per share or a sum equal to the average mid-market price at which the said shares have been quoted on the London Stock Exchange during the six months immediately preceding the commencement of such return of capital, after the deduction of the nominal amount of the capital paid up or credited as paid up on the Participating Preference Shares.. The shares also confer voting rights in certain circumstances. (e) 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 1 October 2007 has therefore been treated as a charge against revenue for the period to 30 September 2007. (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 had 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 treatment is reflected in the investment valuation at the year end. All investments held as non-current assets are shown in the balance sheet at valuation and all purchase and sale of investments are accounted for at trade date. The difference between book cost and valuation is taken to the revaluation reserve. Profits and losses on the realisation of investments held as non-current assets are taken to capital reserve. 3 Earnings per share Half-year to Half-year to Year to 30 September 30 September 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £ £ Revenue after taxation 235,417 173,904 349,201 Participating preference dividend (174,818) (174,818) (437,045) 60,599 (914) (87,844) The calculation of basic earnings per share is based on the following: Weighted average number of 3,624,599 3,644,956 3,643,415 Ordinary Shares of 50p each Earnings/(loss) per share 1.67p (0.03)p (2.41)p As the Company has no options or warrants in issue, basic and diluted loss per share are the same. Adjusted earnings per share is based on the following: Weighted average number of 3,624,599 3,644,956 3,643,415 Ordinary Shares of 50p each Shares reclassified as non voting (1,717,565) (1,717,565) (1,717,565) shares 1,907,034 1,927,391 1,925,850 Earnings/(loss) per share 3.18p (0.05)p (4.56)p 4 Dividends payable Half-year to Half-year to Year to 30 September 30 September 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £ £ £ Interim Dividends declared or accrued Participating preference shares - - 262,227 Final dividends declared or accrued Participating preference shares 174,818 174,818 174,818 Ordinary shares 94,995 96,370 173,465 269,813 271,188 348,283 Total dividends 269,813 271,188 610,510 5 Buy in of own shares Half-year to Half-year to Year to 30 September 30 September 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £ £ £ Buy in of 7,500 ordinary shares of - - 16,669 50p each Buy in of 20,000 ordinary shares of 45,361 - - 50p each 45,361 - 16,669 6 Analysis of net debt At Cash flow At 30 September (unaudited) 1 April 2007 2007 (unaudited) (audited) £ £ £ Bank overdraft - - - Cash at bank 900,190 434,632 465,558 900,190 434,632 465,558 Long term debt (3,657,004) - (3,657,004) (2,756,814) 434,632 (3,191,446) This information is provided by RNS The company news service from the London Stock Exchange D IR OKDKBABDDNDB
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