Final Results

Scottish Oriental Smlr Co Tst PLC 20 October 2005 THE SCOTTISH ORIENTAL SMALLER COMPANIES TRUST PLC Preliminary Results for the year ended 31 August 2005 (Extracted from the Audited Accounts) The Board of The Scottish Oriental Smaller Companies Trust PLC is pleased to announce the results for the year ended 31 August 2005. These results are presented in a format which summarises the information which will be given in the forthcoming Annual Report. Financial Highlights • The share price rose by 35.7% from 156.75p to 212.75p. • The warrant price rose by 61.9% from 69.50p to 112.50p. • Fully diluted net asset value per ordinary share rose by 29.3% from 169.14p to 218.64p and undiluted net asset value rose by 33.0% from 180.50p to 240.12p. • This compares with a rise of 28.7% in the benchmark index - the MSCI AC Asia (ex Japan) Index. • The Nomura Asia Small Cap Index rose 26.0% and the FTSE All-Share Index rose 24.1% respectively over the same period. • A final dividend of 2.6p net is recommended to be paid on 27th January 2006 to shareholders registered on 16th December 2005. Statement of Total Return for the year ended 31 August 2005 2005 2004 Income* Capital Total Income* Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments - 14,774 14,774 - 1,326 1,326 Income from investments 2,080 - 2,080 1,467 - 1,467 Other income 182 - 182 100 - 100 Investment management fees (562) - (562) (480) - (480) Currency gains - 100 100 - 28 28 Other administrative expenses (297) - (297) (272) - (272) Net return before finance 1,403 14,874 16,277 815 1,354 2,169 costs and taxation Finance costs of borrowing (36) - (36) (36) - (36) Return on ordinary activities 1,367 14,874 16,241 779 1,354 2,133 before taxation Tax on ordinary activities (407) 29 (378) (232) (63) (295) Return attributable to equity 960 14,903 15,863 547 1,291 1,838 shareholders Ordinary dividends on equity (663) - (663) (401) - (401) shares Transfer to reserves ** 297 14,903 15,200 146 1,291 1,437 Basic Return per ordinary 3.77p 58.47p 62.24p 2.14p 5.05p 7.19p share Fully diluted return per 3.47p 53.87p 57.34p 2.00p 4.72p 6.72p ordinary share (in accordance with FRS 14) * The income column of this statement is the Profit and Loss Account of the Company. All income and capital items derive from continuing operations. ** after dividend proposed for 2005 - £662,704 (2004: £401,359) Summary Balance Sheet as at 31 August 2005 2005 2004 £'000 £'000 £'000 £'000 Total investments 57,290 46,934 Current Assets: Debtors 1,090 337 Cash and deposits 7,486 2,903 8,576 3,240 Current Liabilities (due within one year) Creditors (569) (319) Dividend payable (663) (401) (1,232) (720) Net current assets 7,344 2,520 64,634 49,454 Creditors (due after one year) Foreign currency loan (3,353) (3,404) Provision for liabilities and charges Deferred tax (78) (53) Shareholders' funds 61,203 45,997 Capital and reserves 61,203 45,997 Net asset value per share - 240.12p 180.50p undiluted Net asset value per share - fully 218.64p 169.14p diluted Summary Cash Flow Statement for the year ended 31 August 2005 2005 2004 £'000 £'000 Net cash inflow from operating activities 1,334 827 Interest paid on borrowings (36) (36) Taxation (233) (204) Net cash inflow/(outflow) from capital expenditure and financial investment 3,913 (1,586) Equity dividend paid (401) (382) Financing 6 13 Increase/(decrease) in cash 4,583 (1,368) (a) Reconciliation of total income to net cash inflow from operating activities 2005 2004 £'000 £'000 Income 2,261 1,567 Administration expenses (859) (752) Increase in debtors (8) (7) Increase in dividends accounted for but not yet (100) (7) received Increase in creditors 40 26 Net cash inflow from operating activities 1,334 827 (b) Analysis of changes in cash and net debt during the year At the start Cash Currency At the end of the year Flows Movements of the year £'000 £'000 £'000 £'000 Cash 2,903 4,583 - 7,486 Foreign Currency Loan (3,404) - 51 (3,353) Net (debt)/cash (501) 4,583 51 4,133 BOARD STATEMENT Scottish Oriental had a good year. The share price total return, that is taking the increase in the share price and the dividend together, was 36%. This was a result of a narrowing in the fully diluted discount to net asset value per share (2.7% at 31st August 2005), and a satisfactory increase in the fully diluted net asset value per share of 29.3%. The MSCI AC Asia (ex Japan) Index and the Nomura Asia Small Cap Index increased in sterling terms by 28.7% and 26% respectively. During the year the Board reviewed the terms of Scottish Oriental's investment management agreement with First State Investment Management (UK) Limited ('the Manager'), who asked the Board to consider the introduction of a performance element into the fee. The Board had taken the view that the existing arrangement served the Company well and that there was no advantage in changing it. However, the Board now consider that a performance fee designed to encourage the Manager to concentrate on the share price total return of Scottish Oriental is in the interest of shareholders. Consequently the Board has negotiated a halving in the basic fee to 0.5% with effect from 1st September 2005 and the introduction of a performance element. The Board was required by the UK Listing Authority to seek an opinion that the terms of this arrangement were fair and reasonable and has been advised by Brewin Dolphin Securities that this is the case. Details of the performance fee and changes to the investment management agreement are shown in Appendix 1 below. The Board is seeking power to buy back Scottish Oriental shares. This power would only be used in circumstances that produce a clear benefit for continuing shareholders. Any shares that are bought under this authority will be cancelled. The Board continues to be optimistic about the longer term prospects for smaller companies and is particularly heartened by the growth in dividends experienced over the year. +-------------------------------------------------------------------------+ |Performance for the year ended 31 August 2005 | +----------------------------+--------+--------------------------+--------+ | | | | | +----------------------------+--------+--------------------------+--------+ |Net Asset Value - fully | +29.3%|MSCI AC Asia (ex Japan) | +28.7%| |diluted | | | | +----------------------------+--------+--------------------------+--------+ |- undiluted | +33.0%|Index (£) | | +----------------------------+--------+--------------------------+--------+ | | |Nomura Asia Small Cap | +26.0%| +----------------------------+--------+--------------------------+--------+ |Share Price | +35.7%|Index (£) | | +----------------------------+--------+--------------------------+--------+ |Warrant Price | +61.9%|FTSE All-Share Index (£) | +24.1%| +----------------------------+--------+--------------------------+--------+ | | | | | +----------------------------+--------+--------------------------+--------+ |Performance 31st August 1995 to 31st August 2005 | +----------------------------+--------+--------------------------+--------+ | | | | | +----------------------------+--------+--------------------------+--------+ |Net Asset Value - fully | +106.2%|MSCI AC Asia (ex Japan) | -5.0%| |diluted | | | | +----------------------------+--------+--------------------------+--------+ |- undiluted | +123.9%|Index (£) | | +----------------------------+--------+--------------------------+--------+ | | |FTSE All-Share Index (£) | +111.1%| | | | | | +----------------------------+--------+--------------------------+--------+ +---------------------------------------------------------------------------+ | | |Summary Data at 31 August 2005 | +----------------------------+----------+-------------------------+---------+ | | | | | +----------------------------+----------+-------------------------+---------+ |Shares in issue |25,488,602|Shareholders' Funds | £61.20m| +----------------------------+----------+-------------------------+---------+ |Warrants in issue | 4,725,048|Market Capitalisation | £54.23m| +----------------------------+----------+-------------------------+---------+ | | | | | +----------------------------+----------+-------------------------+---------+ |Net Asset Value per share - | 218.64p|Share Price Discount to | 2.7%| |fully diluted | |Net Asset Value - fully | | | | |diluted | | +----------------------------+----------+-------------------------+---------+ |Net Asset Value per share - | 240.12p|Share Price Discount to | 11.4%| |undiluted | |Net Asset Value - | | | | |undiluted | | +----------------------------+----------+-------------------------+---------+ | | | | | |Share Price | 212.75p| | | +----------------------------+----------+-------------------------+---------+ |Warrant Price | 112.50p| | | +----------------------------+----------+-------------------------+---------+ | | | | | +----------------------------+----------+-------------------------+---------+ Review by Investment Manager In the year ending 31st August 2005, Asian stockmarkets made significant gains despite the negative impact of a higher oil price on the global economy and concerns over rising interest rates. Stockmarkets have benefited from an improved global appetite for risk with a strong flow of funds into the Region. India was the best performing market, with high levels of foreign investment attracted by the ongoing reforms and strong economic growth. South Korea also benefited from an inflow of foreign funds attracted by relatively low valuations and evidence of a recovery in the domestic economy. Throughout the Region, economic growth rates have slowed reflecting the impact of a higher oil price and interest rates as well as a slowdown in export growth. Manufacturing companies have experienced a decline in margins owing to their inability to pass on higher costs, particularly raw materials but also wages, to customers. Smaller companies marginally underperformed over the period. The returns from smaller companies in China, Malaysia and Thailand were particularly disappointing, reflecting the problems being experienced by the manufacturing sector. Outlook by Investment Manager Susie Rippingall, Portfolio Manager for Scottish Oriental said, 'Asian stockmarkets continue to provide attractive investment opportunities over the longer term supported by the Region's high savings rates, attractive demographics and growth in personal consumption. However, the short-term outlook is more uncertain as rising costs, most notably in oil, are resulting in higher inflation. Interest rates are climbing and further increases are expected unless there is a significant fall in the price of oil. The outlook for regional corporate profit growth is dull in both absolute and relative terms; this dullness is attributed to the slowdown in exports and lower profit margins. Having outperformed the World Index for four years in a row, valuations for many Asian companies are no longer compelling though they are still much more attractive than those which prevailed in the mid 1990s. On a price/earnings and price/book basis, ratios are close to the ten-year norm. Cash flow generation is unusually high, but the average return on equity is expected to fall as companies further reduce their level of debt. Liquidity abounds but corporate Asia is apparently lacking risk appetite. Dividend yields are the one bright spot, both on an historic and a relative basis. Confidence in the US dollar as the world's principal store of value should not be taken for granted. An uncontrollable shift out of US dollars by either Asian Central Banks or the private sector could yet have serious ramifications for the global economic and stockmarket outlook. Not least, protectionism might rear its ugly head. In this case Asia - especially those countries dependent on manufacturing, as opposed to commodity, exports - would certainly be adversely affected. Further short-term concerns are the large number of fund-raising exercises currently in the pipeline, mainly from China but India too. There is also the possibility of the Avian Flu virus, no longer confined to South East Asia, mutating into a more contagious and dangerous variety; this would, of course, have significant global, as well as regional, implications. Notwithstanding all of the above qualifications, our confidence in the Region remains undiminished. As in the past, our emphasis on quality in terms of management, franchise and financials will stand us in good stead if markets prove to be less robust than has recently been the case. Dividend The Board is proposing a final dividend of 2.6p net (2004: 1.575p net), representing an increase of 65% on last year. Scottish Oriental's primary investment objective has been and continues to be capital growth, and dividends have been restricted so as to build up a reasonable revenue reserve. Notes: (1) The financial information contained within this Preliminary Announcement does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The results for the years ended 31st August 2005 and 2004 are an abridged version of the statutory accounts for those years, which received unqualified audit reports and did not contain statements under sections 237(2) or (3) of the Companies Act 1985. Statutory accounts for 2004 have been filed with the registrar of Companies and those for 2005 will be delivered in due course. (2) The accounting policies applied in preparing these accounts are consistent with those applied in the latest published annual accounts. (3) The terms of the Preliminary Announcement were approved by the Board on 20 October 2005. (4) Copies of the Annual Report will be posted to shareholders shortly and further copies may be obtained from the registered office at 23 St Andrew Square, Edinburgh, EH2 1BB. Appendix 1 First State Investment Management (UK) Limited has been appointed as Investment Manager and Secretary under an agreement dated 20th March 1995 (as amended by a supplemental agreement dated 23rd and 31st July 1998) ('the Agreement'). The Agreement provided for the payment of a management fee of 0.25 per cent of the value of the Company's net assets at the end of each calendar quarter and a secretarial fee, initially based on £35,000 per annum until 31st March 1996 and which has subsequently increased in line with the UK Retail Prices Index annually. The Company and the Investment Manager have agreed to change the basis of calculation of the management fee. This change is a smaller related party transaction (as defined by the Listing Rules of the United Kingdom Listing Authority) with First State Investment Management (UK) Limited. With effect from 1st September 2005 the current management fee will be replaced with a base fee and a performance fee. These fees will be capped, in aggregate, at an amount not exceeding or equal to 5% of the lower of (1) the gross asset value of the Company and (2) its market capitalisation, in each case at the relevant 31st August year end. The base fee is 0.5% per annum of the Company's net assets payable quarterly in arrears and using the formula set out in the Agreement. The performance fee is payable annually and is based on the Company's Share Price Total Return ('SPTR') over a three year period. This includes dividends received. If the Company's SPTR exceeds the SPTR of the Company's benchmark index (the MSCI AC Asia (ex Japan) Index) over the three year period plus ten percentage points then a performance fee is payable to the Investment Manager. The calculation of the performance fee is based on the Company's annualised share price total return over the three year period. The objective of the performance fee is to give the Investment Manager ten per cent of the additional value generated for shareholders by such outperformance. If the Company's SPTR for the relevant period is not positive then the performance fee will be nil. The first period for calculation of the performance fee will end on 31st August 2006. There will be no change to the basis of calculation of the secretarial fee. The Investment Manager's appointment as investment manager is subject to termination on one year's notice. Its appointment as Secretary is subject to termination by not less than six months' notice. The Company is entitled to terminate the Investment Manager's appointment as investment manager and secretary on less than the specified notice period subject to compensation being paid to the Investment Manager for the period of notice not given. The Agreement provided that the compensation payable was based on the value of the Company's net assets (as calculated in accordance with the Agreement) (in the case of the Investment Manager's appointment as investment manager) and £17,500 (in the case of the Investment Manager's appointment as Secretary). With effect from 1st September 2005 the Company and the Investment Manager have agreed to change the method of calculation of the compensation payable to the Investment Manager if the specified period of notice is not given. In this case the compensation, in the case of the Investment Manager's appointment as investment manager, will be based on 0.5% the value of the Company's net assets up to the date of termination on a pro rata basis. In addition a termination performance fee amount may be due to the Investment Manager based on the Company's three year's performance up to the date of termination and paid on a pro rata basis. In the case of the Investment Manager's appointment as Secretary the compensation will be based on the secretarial fee for the last full year prior to termination and paid on a pro rata basis. Enquiries: Gillian Davies, First State Investments, Ph: 44 (0) 131 473 2224 Susie Rippingall, Portfolio Manager, First State Investments, Ph: 00 852 2846 7526 Angus Tulloch, Porfolio Manager First State Investments, Ph 44 (0) 131 473 2271 20 October 2005 This information is provided by RNS The company news service from the London Stock Exchange
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