Annual Financial Report

RNS Number : 6180F

F&C Global Smaller Companies PLC

18 June 2012

 



Date:                18 June 2012

Contact:           Peter Ewins                                                   

                        F&C Management Limited                              

                        020 7628 8000                                               

F&C Global Smaller Companies PLC

Audited Statement of Results

for the year ended 30 April 2012

Summary of results

Attributable to equity shareholders	30 April 2012	30 April 2011	% Change
Share price	588.00p	583.50p	+0.8
Net asset value per share (debenture at nominal value)	596.35p	602.49p	-1.0
Net asset value per share (debenture at market value)	590.60p	595.82p	-0.9
	Year ended 30 April 2012	Year ended 30 April 2011	% Change
Revenue return per share	6.87p	5.08p	+35.2
Dividends per share	5.63p	5.10p	+10.4
Ongoing charges (based on average net assets)	1.08%*	1.00%

*1.56% including the performance fees (2011: 1.02%)

Chairman's Statement

I am pleased to report that consistently strong stock selection across the investment portfolio drove a year of solid outperformance in what was a tricky period for investing. A return to recessionary conditions for parts of Europe combined with a slowdown elsewhere in the world created a stiff headwind for equities. However, the second half of the financial year proved better than the first for share prices and your Company's performance followed this pattern. The net asset value ("NAV") per share in total return terms was down by 9.1% at the half way stage with the share price 10.2% lower. By the end of the year the NAV total return was just 0.1% down and the share price was up 0.8% at a new year end high.

Smaller company shares performed relatively well compared to the broader market indices in the UK and Japan, but lagged in the US and a number of the leading emerging markets. In Europe, significant deterioration in economic fundamentals also favoured larger stocks. The Company's benchmark, a blended index of the returns from the MSCI All

Country World ex UK Small Cap Index (70%) and Numis UK Smaller Companies (excluding investment companies) Index (30%) (the "Benchmark") delivered a total return of minus 4.0%.

Returns again compared well against closed and open ended global growth funds. Recently this has been recognised by the Company winning the 2012 Investors Chronicle Global Fund of the Year award.

The Company incentivises the Manager to deliver strong relative returns and F&C has earned a performance fee of £893,000. The level of the Company's Ongoing Charges for the year was 1.08%, or 1.56% including the performance fees. Following guidance from the Association of Investment Companies, this measure supersedes the Total Expense Ratio as the prime measure of the cost of the fund to investors and takes into account the indirect costs incurred by our investment in third party managed funds. An increase in the scale of our holdings in collectives over the year led to an increase in Ongoing Charges as a number of the funds attract high management fees, but the strong relative showing of these holdings has continued to benefit overall performance. The Board still believes that the Company's fee structure remains competitive in the light of the specialist nature of the mandate and the investment performance record.

Dividends

The general strength of corporate balance sheets and high current levels of profitability shone through in the revenue received from the Company's investment portfolio this year, with revenue per share up by 35.2%. While there was a boost from a re-phasing of our dividend income from the previous year for a number of stocks, there was good underlying growth. More companies globally are seeking to return cash to shareholders via dividends or through share buybacks. While the year ahead may prove more difficult for corporate profit growth, the Board has decided to recommend a final dividend of 4.00p per share payable on 16 August 2012, a 14.3% rise on last year's final. This means that the total dividend for the year is 5.63p per share, an increase of 10.4% on last year's level. The Company's dividend will have increased for 42 years in a row, a record that few other investment trusts can match. The Board intends to reduce the disparity between future final and half-yearly dividends by paying a relatively higher interim dividend in January 2013 than in 2012.

Market background

Europe has been at the centre of attention for much of the last year. The effective default of Greece during the year inevitably led to speculation that a more widespread write-down of sovereign debt could occur, with serious consequences for all financial markets. While the politicians and monetary authorities certainly seem more aware of the seriousness of the situation, as evidenced by the European Central Bank's Long Term Refinancing Operation late in 2011 and early in 2012, the issue of excessive sovereign debt is far from settled despite swingeing cutbacks in spending and tax rises in a number of countries. In addition, many banks still need to bolster their capital positions.

Compared to expectations a year ago, most parts of the world undershot economic growth targets. The most notable weakness was in Southern European countries where the impact of austerity has been hardest felt. The UK has also tipped back into recession with consumers feeling the pinch from rising prices and an increase in unemployment.

Slowing global growth is bad news for equities as it makes it harder for companies to grow earnings, but the situation has not been uniformly bleak. The US economy exhibited better growth in the latter part of the year, with the labour market at last showing an improving trend as companies became more optimistic and took on more workers. China is still growing at a high single digit percentage rate, although the pace of expansion has perhaps inevitably slowed. Japan is now benefiting from something of a revival, more than a year on from the devastating tsunami, as re-building efforts have lifted output. Even some European countries did well in 2011, notably Germany, with export business being helped by the weak euro.

Portfolio performance

The numbers below show that regional investment performance (all measured in terms of sterling total return) was consistently strong across the portfolio versus the relevant local small cap index. After a number of poor recent years in that market, it is pleasing to see that we recorded a near double digit positive return in Japan. The extent of outperformance in Europe is also worthy of note with the portfolio's quality bias paying off. While economic growth in Asia and Latin America remained better than elsewhere, local equity markets were weak as growth expectations fell and inflationary pressures from high oil and food prices took their toll.

Geographical performance (total return sterling adjusted)
for the year ended 30 April 2012
	Portfolio	Local smaller companies index
UK	4.3%	0.0%
USA	2.1%	-1.7%
Continental Europe	-7.8%	-24.5%
Japan	9.8%	6.5%
Rest of World	-1.2%	-13.6%  (Pacific ex Japan) -12.5%  (Latin America)
Source: F&C Management Limited

Asset allocation

The table below shows how the portfolio is spread. As I have said before, this is an imperfect indication of the effective geographic exposure of the Company's investments. For example, although an individual company may be UK listed its business may be based mainly, or indeed wholly, overseas. While the Manager and Board are conscious of the Benchmark regional weightings, the aim is to give investors a genuinely globally spread portfolio and in the past year new investments were made in funds targeting small cap stocks in Brazil and Russia. For this year the overall impact of asset allocation decisions was broadly neutral.

Geographical distribution of the investment portfolio
	30 April 2012	30 April 2011
North America	39.8%	42.3%
UK	29.0%	31.3%
Rest of World	12.6%	10.5%
Continental Europe	10.8%	10.3%
Japan	7.8%	5.6%
Source: F&C Management Limited

Gearing

The Company has committed borrowing facilities in place to allow greater gearing as opportunities arise. The Board considers that gearing is an important part of an investment trust's armoury and encourages the Manager to use the borrowing facilities as appropriate. However, gearing is only beneficial if markets are rising. The ongoing uncertainties prevailing in the markets led the Manager to be cautious throughout the year and effective gearing ended the year at a modest 1.7%.

Discount and share capital

The discount, with the NAV incorporating the debenture at market value and including current period income, was at 0.4% at the year end. During the year, on the back of good demand in the market, the share price often traded at a premium to the NAV and as a result 1,280,000 new shares (3.2% of the opening share capital) were issued. A further 586,345 new shares have been issued since the year end. These issues combined represent 4.7% of the opening share capital at 1 May 2011 and the Board will therefore seek shareholder authority at the annual general meeting to issue up to 10% of the Company's shares in issue instead of the 5% level of previous years. Circumstances in the markets can always change, requiring possibly a resumption of share buybacks, but, in view of recent demand, the intention is for any re-purchased shares to be held in Treasury. To ensure a net enhancement to the NAV, such shares will only be sold at a premium or at a lower discount level to that prevailing at the time they were bought back. The necessary resolutions seeking shareholder approval for this policy will be put to shareholders at the meeting.

Your Board will continue to promote the success of the Company; aiming to use buyback and issuance activity as appropriate to moderate the extent of discount and premium volatility. Given the large number of retail shareholders investing regularly through monthly savings schemes and dividend reinvestment, it is not necessarily a good thing for the share price to rise too far above the NAV.

Corporate governance

Your Board remains committed to the highest corporate governance standards and believe that the Company has complied with the relevant guidance in this area. More information is included in the Corporate Governance Statement in the Annual Report and Accounts.

Outlook

In many ways the outlook for the coming year is not much changed from a year ago when the economic clouds over Europe were already the cause of much concern. In the face of rising unemployment, pressure is increasing on Europe's leaders to find a less painful way forward. Growth elsewhere looks likely, though China's slowdown needs to be monitored carefully.

From the smaller company perspective it would clearly be better if the world economy was powering ahead and markets have fallen back in the early weeks of the year. Despite this the potential for the Manager to add value by identifying exciting smaller company stocks for the future in global equity markets remains intact. So although there may be setbacks along the way, the long-term attractions of our chosen sector remain appealing.

Anthony Townsend

Chairman

18 June 2012

Principal Risks

The principal risks and uncertainties faced by the Company, and the Board's mitigation approach, are described below:

Risk description: Strategy and Policy

An inappropriate investment strategy could result in poor returns for shareholders and a widening of the discount of the share price to the NAV per share.

Mitigation: The Board regularly reviews strategy and considers its policy on the allocation of assets between geographic regions and industrial sectors, gearing, currency exposure and the balance between quoted and unquoted stocks.

Risk description: Management resource, stability and controls

The Manager is the main service provider and its failure to continue operating effectively could put in jeopardy the business of the Company. The quality of the management team is also a crucial factor in delivering good performance and loss of the Manager's key staff could affect investment returns.

Mitigation: The Board meets regularly with the senior management of the Manager and its Internal Audit function, and has access to publicly available information indicative of its financial position and performance. The Manager develops its recruitment and remuneration packages in order to retain key staff, has training and development programmes in place and undertakes succession planning. The management contract can be moved at short notice.

Risk description: Service providers

Administrative errors or control failures by or between service providers could be damaging to the interests of investors and the Company.

Mitigation: The Board receives regular reports from the Manager on its oversight of service providers which, for the administration of the F&C savings plans, includes audit site visits; monthly technical compliance monitoring; monthly service delivery meetings; quarterly financial crime prevention forums; and the detailed review and investigation of breaches and complaints. Arrangements are also in place to mitigate other service provider risks, including those relating to safe custody.

Statement of Directors' Responsibilities in Respect of the Financial Statements

In accordance with Chapter 4 of the Disclosure and Transparency Rules the Directors confirm, in respect of the annual report for the year ended 30 April 2012 of which this statement of results is an extract, that to the best of their knowledge:

·      the financial statements have been prepared in accordance with applicable UK generally accepted accounting 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 annual report includes a fair review of the development and performance of the Company and the important events that have occurred during the financial year and their impact on the financial statements and of the principal risks and uncertainties; and

·      the annual report includes details on related party transactions.

On behalf of the Board

Anthony Townsend

Chairman

18 June 2012

Income Statement

for the year ended 30 April	2012			2011
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
(Losses)/gains on investments	-	(57)	(57)	-	35,299	35,299
Foreign exchange (losses)/gains	(6)	(83)	(89)	4	(107)	(103)
Income	4,530	-	4,530	3,490	-	3,490
Management fee	(217)	(651)	(868)	(200)	(601)	(801)
Performance fee	-	(893)	(893)	-	-	-
Other expenses	(981)	(10)	(991)	(850)	(17)	(867)
Net return before finance costs and taxation	3,326	(1,694)	1,632	2,444	34,574	37,018
Finance costs	(289)	(866)	(1,155)	(288)	(863)	(1,151)
Net return on ordinary activities before taxation	3,037	(2,560)	477	2,156	33,711	35,867
Taxation on ordinary activities	(238)	-	(238)	(117)	-	(117)
Net return attributable to equity shareholders	2,799	(2,560)	239	2,039	33,711	35,750
Return per share - pence	6.87	(6.28)	0.59	5.08	84.05	89.13

The total column of this statement is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

A statement of total recognised gains and losses is not required as all gains and losses of the Company have been reflected in the above statement.

Reconciliation of Movements in Shareholders' Funds

for the year ended 30 April 2012		Share	Capital			Total
	Share	premium	redemption	Capital	Revenue	shareholders'
	capital	account	reserve	reserves	reserve	funds
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
Balance at 1 May 2011	10,025	23,132	16,158	184,606	7,683	241,604
Movements during the year ended 30 April 2012
Dividends paid	-	-	-	-	(2,073)	(2,073)
Shares issued	320	6,686	-	-	-	7,006
Net return attributable to equity shareholders	-	-	-	(2,560)	2,799	239
Balance at 30 April 2012	10,345	29,818	16,158	182,046	8,409	246,776

for the year ended 30 April 2011		Share	Capital			Total
	Share	premium	redemption	Capital	Revenue	shareholders'
	capital	account	reserve	reserves	reserve	funds
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
Balance at 1 May 2010	10,055	23,132	16,128	151,423	7,646	208,384
Movements during the year ended 30 April 2011
Dividends paid	-	-	-	-	(2,002)	(2,002)
Shares purchased and cancelled	(30)	-	30	(528)	-	(528)
Net return attributable to equity shareholders	-	-	-	33,711	2,039	35,750
Balance at 30 April 2011	10,025	23,132	16,158	184,606	7,683	241,604

Balance Sheet

at 30 April		2012		2011
	£'000s	£'000s	£'000s	£'000s
Fixed assets
Investments		252,184		248,334
Current assets
Debtors	2,007		969
Cash at bank and short-term deposits	5,550		3,843
	7,557		4,812
Creditors: amounts falling due within one year
Other	(2,965)		(1,542)
	(2,965)		(1,542)
Net current assets		4,592		3,270
Total assets less current liabilities		256,776		251,604
Creditors: amounts falling due after more than one year
Debenture		(10,000)		(10,000)
Net assets		246,776		241,604
Capital and reserves
Share capital		10,345		10,025
Share premium account	29,818		23,132
Capital redemption reserve	16,158		16,158
Capital reserves	182,046		184,606
Revenue reserve	8,409		7,683
		236,431		231,579
Total shareholders' funds		246,776		241,604
Net asset value per share - pence		596.35		602.49

Cash Flow Statement

for the year ended 30 April		2012		2011
	£'000s	£'000s	£'000s	£'000s
Operating activities
Investment income received	3,914		3,073
Interest received	11		30
Underwriting commission and other income received	16		15
Management fee paid to the management  company	(786)		(909)
Directors' fees paid	(148)		(137)
Other payments	(811)		(690)
Net cash inflow from operating activities		2,196		1,382
Servicing of finance
Interest paid	(1,152)		(1,151)
Cash outflow from servicing of finance		(1,152)		(1,151)
Financial investment
Purchases of equities and other investments	(73,926)		(96,209)
Sales of equities and other investments	69,752		89,729
Other capital charges and credits	(13)		(20)
Net cash outflow from financial investment		(4,187)		(6,500)
Equity dividends paid		(2,073)		(2,002)
Net cash outflow before use of liquid resources and financing		(5,216)		(8,271)
Management of liquid resources
Decrease in short-term deposits		-		-
Financing
Shares issued	7,006		-
Shares purchased and cancelled	-		(737)
Cash inflow/(outflow) from financing		7,006		(737)
Increase/(decrease) in cash		1,790		(9,008)

Notes

1   Return per ordinary share

Revenue return

The revenue return per share is based on the net revenue return attributable to equity shareholders of £2,799,000 profit (2011: £2,039,000 profit).

Capital return

The capital return per share is based on the net capital return attributable to equity shareholders of £2,560,000 loss (2011: £33,711,000 profit).

Weighted average ordinary shares in issue

Both the revenue and capital returns per share are based on a weighted average of 40,734,282 ordinary shares in issue during the year (2011: 40,110,879).

2    Dividend

The Directors recommend a final dividend in respect of the year ended 30 April 2012 of 4.00p per share, payable on 16 August 2012 to all shareholders on the register at close of business on 6 July 2012. The recommended final dividend is subject to approval by shareholders at the annual general meeting.

3    Recoverable VAT

Management and performance fees are no longer subject to VAT. In previous years the Company has recovered £1,229,000 from HMRC, via its Manager, in relation to VAT paid on such fees in the periods 1990 to 1996 and 2001 to 2007.

A case has been brought against HMRC to seek to recover the amounts relating to the intervening period, 1997 to 2000, together with interest on a compound basis. No VAT or related interest recovery has been accrued or recognised as a contingent asset as the outcome of the case remains uncertain.

4    Financial Risk Management

The Company is an investment company, listed on the London Stock Exchange, and conducts its affairs so as to qualify in the United Kingdom (UK) as an investment trust under the provisions of section 1158 of the Corporation Tax Act 2010. In so qualifying, the Company is exempted in the UK from corporation tax on capital gains on its portfolio of fixed asset investments.

The Company invests in smaller companies worldwide in order to secure a high total return. In pursuing the objective, the Company is exposed to financial risks which could result in a reduction of either or both of the value of the net assets and the profits available for distribution by way of dividend. These financial risks are principally related to the market (currency movements, interest rate changes and security price movements), liquidity and credit. The Board, together with the Manager, is responsible for the Company's risk management. The Directors' policies and processes for managing the financial risks are set out in (a), (b) and (c) below.

The accounting policies which govern the reported Balance Sheet carrying values of the underlying financial assets and liabilities, as well as the related income and expenditure, are in compliance with UK accounting standards and best practice, and include the valuation of financial assets and liabilities at fair value, except as noted in (d) below in respect of the debenture stock. The Company does not make use of hedge accounting rules.

(a) Market risks

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 Board sets policies for managing these risks within the Company's objective and meets regularly to review full, timely and relevant information on investment performance and financial results. The Manager assesses exposure to market risks when making each investment decision and monitors ongoing market risk within the portfolio.

The Company's other assets and liabilities may be denominated in currencies other than sterling and may also be exposed to interest rate risks. The Manager and the Board regularly monitor these risks. The Company does not normally hold significant cash balances. Borrowings are limited to amounts and currencies commensurate with the portfolio's exposure to those currencies, thereby limiting the Company's exposure to future changes in exchange rates. Gearing may be short or long-term, in sterling and foreign currencies, and enables the Company to take a long-term view of the countries and markets in which it is invested without having to be concerned about short-term volatility.

The Board regularly monitors the effects on net revenue of interest earned on deposits and paid on gearing.

(b) Liquidity risk exposure

The Company is required to raise funds to meet commitments associated with financial instruments and share buybacks. These funds may be raised either through the realisation of assets or through increased borrowing. The risk of the Company not having sufficient liquidity at any time is not considered by the Board to be significant, given: the large number of quoted investments held in the Company's portfolio (197 at 30 April 2012); the liquid nature of the portfolio of investments; and the industrial and geographical diversity of the portfolio. Cash balances are held with reputable banks, usually on overnight deposit. The Company does not normally invest in derivative products. The Manager reviews liquidity at the time of making each investment decision. The Board reviews liquidity exposure at each meeting.

The 11.5% debenture stock is governed by a trust deed and is redeemable in 2014 or at an earlier date or dates at the Company's behest. The Board does not therefore consider the repayment of the debenture stock as a likely short-term liquidity issue.

(c) Credit risk and counterparty exposure

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. Such transactions must be settled on the basis of delivery against payment (except where local market conditions do not permit).

Responsibility for the approval, limit setting and monitoring of counterparties is delegated to the Manager and a list of approved counterparties is periodically reviewed by the Board. Counterparties are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with reputable banks.

The Company has an ongoing contract with its custodian for the provision of custody services. The contract is reviewed periodically. Details of securities held in custody on behalf of the Company are received and reconciled monthly. The custodian has a lien over the securities in the account, enabling it to sell or otherwise realise the securities in satisfaction of charges due under the agreement.

To the extent that F&C Management Limited ("F&C") carries out management and administrative duties (or causes similar duties to be carried out by third parties) on the Company's behalf, the Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with the management of F&C (including the Fund Manager) and with F&C's internal audit function. In reaching its conclusions, the Board also reviews F&C's parent group's annual audit and assurance faculty report.

The Company had no credit-rated bonds or similar securities or derivatives in its portfolio at the year end (2011: none) and does not normally invest in them. None of the Company's financial liabilities are past their due date or impaired.

(d) Fair values of financial assets and liabilities

The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the Balance Sheet at fair value, or at a reasonable approximation thereof, except for the debenture which is carried at par value. The fair value of the debenture, based on a comparable UK gilt, was £12,380,000 (2011: £12,675,000).

Unquoted investments, including partnership investments, are valued based on professional assumptions and advice that is not wholly supported by prices from current market transactions or by observable market data. The Directors make use of recognised valuation techniques and may take account of recent arm's length transactions in the same or similar investments. With respect specifically to investments in partnerships, the Directors rely on valuations of the underlying unlisted investments as supplied by the managers of those partnerships. The Directors regularly review the principles applied by the managers to those valuations to ensure they comply with the Company's accounting policies and with fair value principles.

(e) Capital risk management

The objective of the Company is stated as being to invest in smaller companies worldwide in order to secure a high total return. In pursuing this long-term objective, the Board has a responsibility for ensuring the Company's ability to continue as a going concern. It must therefore maintain an optimal capital structure through varying market conditions. This involves the ability to: issue and buy back share capital within limits set by the shareholders in general meeting; borrow monies in the short and long term; and pay dividends to shareholders out of current year revenue earnings as well as out of brought forward revenue reserves.

5    Annual general meeting

The annual general meeting will be held at the Chartered Accountants' Hall, One Moorgate Place, London EC2R 6EA on 26 July 2012 at 12 noon.

6    Report and accounts

The report and accounts for the year ended 30 April 2012 will be posted to shareholders and made available on the website www.fandcglobalsmallers.com. Copies may also be obtained from the Company's registered office, Exchange House, Primrose Street, London EC2A 2NY.

By order of the Board

F&C Management Limited, Secretary

Exchange House, Primrose Street, London EC2A 2NY

18 June 2012

 

END

 

 

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