TIDMFWP
NEWS RELEASE
To: City Editors For immediate release
23 June 2010
Finsbury Worldwide Pharmaceutical Trust PLC today announces
preliminary results for the year ended 31 March 2010.
Financial Highlights
Year ended Year ended %
31 March 2010 31 March 2009 change
Shareholders' funds GBP346.2m GBP263.0m 31.6
Net asset value per share (basic) 780.8p 635.9p 22.8
Net asset value per share (diluted)
(diluted for warrants/subscription
shares) 752.7p 600.5p 25.3
Share price 701.5p 550.5p 27.4
Discount of share price to diluted (6.8%) (8.3%) N/A
net asset value
Discount of share price to basic net (10.2%) (13.4%) N/A
asset value
Benchmark Index* 10,094.2 8,101.0 24.6
Total expense ratio (excl. 1.0% 1.2% N/A
performance fees)
*Datastream World Pharmaceutical & Biotechnology Index (total return, sterling
adjusted)
- ENDS -
The following are attached:
- Chairman's Statement
- Review of Investments
- Income Statement
- Reconciliation of Movements in Shareholders' Funds
- Balance Sheet
- Cash Flow Statement
- Notes to the Financial Statements
For further information please contact:
Alastair Smith Frostrow Capital LLP 020 3 008 4911
Jo Stonier Quill Communications 020 7758 2230
Martin Smith Chairman (care of the 020 3 008 4913
Company Secretary)
Chairman's Statement
Review of the Year and Performance
I am pleased to report that during the year ended 31 March 2010 the Company's
diluted net asset value per share rose by 25.3% compared to a rise of 24.6% in
the Company's benchmark index during the same period. The Company benefitted
from solid investment performance across its holdings, ranging from large
pharmaceutical companies such as Novartis, Johnson & Johnson and Shire to
emerging Hong Kong based pharmaceutical company Sinopharm and US biotechnology
company Dendreon. The Company's performance in sterling terms was achieved
despite the appreciation of sterling against the U.S. dollar during this
period and uncertainty surrounding President Obama's U.S. healthcare reform
proposals.
During the year, the Company's share price rose by 27.4%, and the discount of
the share price to diluted net asset value per share narrowed to close at 6.8%
compared to 8.3% a year ago. This discount level at the year end was slightly
wider than the 6% target, however I would like to remind shareholders that it
remains possible for the share price to trade outside the discount target from
time to time, the discount reflecting the balance of supply and demand for the
Company's shares on any one day.
Further information on the Company's investments can be found in the Review of
Investments.
Capital
In implementing its policy of actively managing the discount by buying back
shares at prices representing a discount greater than 6% to the diluted net
asset value per share, if there is demand in the market for it to do so, a
total of 8,508,938 shares was repurchased by the Company during the year at a
cost of GBP48.5m (including expenses). The Company's share buy-back authority
was renewed at a General Meeting held on 2 March 2010 when authority was
granted to repurchase 6,716,138 shares; a total of 2,105,102 shares have so
far been repurchased for treasury under this authority. I would like to remind
shareholders that the Board has resolved that any shares held in treasury will
be cancelled on the date of the Annual General Meeting each year and
consequently all shares held in treasury on 15 July 2010 will be cancelled.
Shareholder approval to renew the authority to repurchase the Company's shares
will be sought at the Annual General Meeting.
The final exercise date for the Company's warrants was 31 July 2009 and all of
the remaining warrants in issue on that date were converted into shares. As a
result, 10,745,610 new shares were issued by the Company on 5 August 2009,
raising GBP49.9m of additional funds for the Company.
On 4 September 2009, the Company undertook a bonus issue of subscription
shares on the basis of one subscription share for every five ordinary shares
held at that date. The subscription shares have quarterly subscription dates
and so far a total of 1,019,447 new shares have been issued, raising GBP6.3m of
additional funds for the Company, as a result of holders of subscription
shares exercising their subscriptions rights.
Revenue and Dividends
The revenue return for the year was GBP4.2 million (2009: GBP2.4 million) and the
Board, in order to maintain investment trust status, has declared an interim
dividend of 8.5p per share, compared to last year's interim dividend of 5.0p
per share, an increase of 70%. Based on the share price of 657.25p as at 21
June 2010 that represents a yield of 1.3%.
The interim dividend will be payable on 26 July 2010 to ordinary shareholders
on the register of members on 25 June 2010. The associated ex-dividend date
will be 23 June 2010.
Gearing
The Company's borrowing requirements are met through a loan facility, which is
repayable on demand, provided by the custodian Goldman Sachs & Co New York. At
the time of writing a total of GBP24.1m of this facility has been drawn down.
Alternative Investment Fund Manager (`AIFM') Directive
There is currently draft legislation under consideration in Europe, the AIFM
Directive, designed to regulate `alternative investment funds' including
investment trusts. Our trade association, the Association of Investment
Companies continues to work towards ensuring that the AIFM Directive is
drafted to accommodate the UK investment company structure. Your Board will
continue to keep shareholders informed of major developments concerning the
Directive as they arise.
Outlook
2009 saw a remarkable recovery in the fortunes of global markets
due, in part, to radical and unprecedented stimulus packages from central
governments; however, there still remains a degree of uncertainty concerning
the rate of global economic recovery. The removal of the uncertainty
surrounding healthcare reform in the U.S. should continue to benefit the
sector and this, together with a combination of low valuations and strong
earnings growth potential, continued merger and acquisition activity and a
number of anticipated high profile product approvals are all positive
indicators for the future. Your Board believes that the Company is well
positioned to take advantage of these factors and so remains optimistic for
the Company's future performance. The Board would like to thank shareholders
for their continued support. I would also like to thank our Investment Manager
and our Manager for their hard work during the year.
Proposed Change to Investment Policy
Under the Listing Rules the Company is required to seek the approval of
shareholders for any material change to its investment policy and any related
party transaction and so I set out below information about some proposed
changes. An ordinary resolution to approve these changes will be proposed at
the Company's Annual General Meeting to be held at 12 noon on Thursday, 15
July 2010 at the Barber-Surgeons Hall, Monkwell Square, Wood Street, London
EC2Y 5BL.
The Company's investment policy is to invest worldwide in pharmaceutical,
biotechnology and related companies in the healthcare sector with the
objective of achieving a high level of capital growth. Our Investment Manager
believes that it would be beneficial to shareholders to broaden the definition
of the healthcare sector as referred to within the investment policy, to
include companies in the healthcare equipment and healthcare technology
sectors and also to include companies that provide healthcare and related
services. None of these three areas of the healthcare sector will represent
more than 15% of the portfolio at the date of acquisition and any investment
made will be subject to the Company's existing investment limitations and
guidelines.
As a consequence of this development, the Board is proposing a change from the
Company's existing benchmark index which is the Datastream World
Pharmaceutical and Biotechnology Index (measured in sterling terms on a total
return basis), to the MSCI World Healthcare Index (measured in sterling terms
on a total return basis). Your Board believes that this index will more
accurately reflect the makeup of the Company's portfolio.
Your Board strongly supports the investment philosophy and approach of our
Investment Manager, OrbiMed Capital LLC, and is of the view that these changes
will be of benefit to shareholders.
Proposed Change of Name
In addition, and as a direct consequence of the proposals discussed above, a
special resolution will be proposed at the Annual General Meeting to change
the Company's name from Finsbury Worldwide Pharmaceutical Trust PLC to
Worldwide Healthcare Trust PLC, which your Board believes more accurately
describes the Company today and going forward.
Martin Smith
Chairman
23 June 2010
Review of Investments
We present with pleasure our 15th annual Review of Investments for Finsbury
Worldwide Pharmaceutical Trust PLC.
Performance Review
The year ended 31 March 2010 was a challenging one. With broader markets
recovering after the worst financial market collapse in a generation, historic
healthcare reform being passed in the U.S. and currency markets displaying
continued volatility, the year certainly provided its share of headwinds. But
the Company's returns proved they were surmountable.
The Company's diluted net asset value per share increased by 25.3% during the
year. This result compares to a return of 24.6% from our benchmark, the
Datastream World Pharmaceutical and Biotechnology Index (measured in sterling
terms on a total return basis). Since inception in 1995, the cumulative
increase of the Company's undiluted net asset value per share now measures
708% compared to a cumulative increase of 354% in the benchmark index.
While not as volatile as the Company's previous financial year, there were
still major currency movements in 2010. Notably, the U.S. dollar weakened
against the sterling by 5.8% in the year. As a significant majority of the
portfolio holdings are denominated in U.S. dollars (70% as of 31 March 2010)
this had a negative drag on the Company's reported returns this year. Thus far
in 2010 the dollar has appreciated significantly against sterling, providing a
support for returns to date in the new financial year.
Diverse Contribution to Performance
Successful performance came in a variety of subsectors and geographies in
2010. First and foremost, the top contributor to performance this year was the
Swiss drug giant, Novartis. A considerable amount of positive pipeline and
earnings news flowed throughout the year. We also believe the truly
diversified healthcare platform that Novartis is building (pharmaceuticals,
generics, vaccines, and consumer) is finally being rewarded by investors. The
addition of ophthalmology leader, Alcon, to the Novartis group adds another
diverse element to the business.
The number two contributor in 2010 came as a result of a Chinese
initial-public-offering ("IPO") involving a leading pharmaceutical
distributor, Sinopharm. Since the IPO in September of 2009, the stock has more
than doubled. Sinopharm's business model of aggressive acquisitions in this
space has been well rewarded. We expect future growth rates to remain very
attractive.
Another top contributor during the year was Dendreon, the maker of a novel
therapeutic vaccine for the treatment of prostate cancer, Provenge. This
U.S.-based company announced stellar data in April 2009 that convinced us that
Provenge will be a "blockbuster product". The stock remains a core holding in
the portfolio and it has, in our view, a good chance of being acquired by a
large drug company.
Our fourth biggest contributor in 2010 was a UK company, Shire
Pharmaceuticals. This underappreciated growth story together with solid
business fundamentals finally received some recognition this past year, in
terms of share price appreciation.
Finally, rounding out the top five contributors to performance was the
U.S.-based global healthcare leader, Johnson & Johnson. Like Novartis, the
share price increase was in part due to the diverse nature of the company,
with exposure to pharmaceuticals, devices, diagnostics, and consumer markets.
However, Johnson & Johnson is also the first of the major pharmas to emerge
from its "patent cliff", which for them was in 2009 and 2010 compared to the
industry low point in 2012. With few remaining patent concerns coupled with a
strong earnings recovery, J&J boasts possibly the best new product flow of any
major pharmaceutical company and yet still possesses a pipeline with several
potential blockbusters in late stage development.
The only significant area of weak performance in the portfolio came from major
biotechnology companies. While we continue to believe that current valuations
are at historical lows, a number of company-specific events have led this
group of companies to underperform other segments of healthcare. For example,
Genzyme, a flagship biotechnology company, has been beset by manufacturing
challenges that have prevented the company from producing several key products
in sufficient quantities. We continue to believe that the depressed valuations
of these companies will eventually be recognised either by financial investors
or strategic acquirers.
Healthcare Reform Passes - Finally
Since Barack Obama was sworn in as the 44th President of the United States in
January 2009, a major focus for investors has been the potential legislative
changes to the U.S. healthcare system. It has taken just over one year for the
speculation to become law: March 2010 bore witness to an historic event in the
United States as a major healthcare reform bill was passed by both the House
and Senate and signed into law by President Obama. We believe this to be a net
positive for the healthcare sector and in particular the pharmaceutical
industry. While there may be some near term earnings pressure on the margin
for some pharmaceutical companies, in the long term the addition of 30 million
new entrants into the healthcare insurance and drug coverage markets will
benefit the industry.
Importantly, this bill contains no provisions that will impose price controls
or introduce the federal government as a major buyer of drugs, a scenario that
was considered by many as the worst case scenario. In fact, the term "reform"
as applied to this legislation is somewhat misleading. Rather, this new law
essentially expands the current Medicaid and Medicare programmes, simply
allowing more individuals to qualify. While pharmaceutical companies had to
help pay for this expansion through increased drug rebates to both programmes,
it is expected to cost the industry only $8 billion per year over 10 years (or
$80 billion of the nearly $1 trillion total price tag). Note that the U.S.
pharmaceutical market reached over $300 billion in 2009. Thus, we believe that
over time, the additional lives under coverage and the commensurate increase
in drug consumption will more than offset any rebate pressure.
Mergers and Acquisitions to Continue
This year saw additional mergers and acquisitions, some of which certainly
aided in our performance. Most notable was the announced take-over-bid for OSI
Pharmaceuticals of New York by the Japanese global pharmaceutical player,
Astellas. OSI Pharmacuticals is a leader in oncology, a therapeutic class that
is deemed as a "must have" for pharmaceutical companies. The bid was for
nearly $3 billion, representing a 41% premium to the company valuation prior
to the acquisition offer.
Headwinds facing the major pharmaceutical companies are reaching their zenith,
with patent expirations and poor product pipelines taking their toll. As a
result we expect further acquisitions of biotechnology companies by
pharmaceutical companies.
We also expect a pause in major pharmaceutical company mergers following the
completion this year of two such transactions, namely Pfizer/ Wyeth and
Merck/Schering-Plough.
We anticipate that diversification plays will continue, however, such as the
Novartis takeover of Alcon. We suspect generic drug manufactures could come
into focus as acquisition targets for major pharmaceutical companies.
Our Strategy for 2010 and Beyond
Looking ahead, we are optimistic about the prospects for performance in the
coming fiscal year. Low valuations across sub-sectors and the strong earnings
growth potential of our holdings has historically been a rewarding
combination.
We will continue to be selective with regard to the pharmaceutical sector due
to sector related challenges, and to focus on companies with new products,
earnings growth, diversification of revenues and attractive valuations.
Healthy dividend yields and acquisition potential are also potential aspects
for our investment theses in this area.
One area in which we have increased our exposure is generic drug
manufacturers. We think this sector is on a secular global growth trajectory
and we have thus made substantial strategic investments in generic pharma
companies in the U.S. and Asia. We believe the Japanese generic drug market is
in the nascent stages and represents a compelling long term growth investment
opportunity.
With regard to biotechnology, we remain optimistic for the major
capitalisation companies. Following a difficult year, valuations are near
generational lows, despite excellent growth potential and very limited patent
exposure (unlike some of their pharmaceutical company peers). For specialty
companies, we continue to favour those with novel product opportunities for
major unmet medical needs with near term regulatory and commercial objectives.
We are focused in areas such as oncology, rheumatology, antivirals, and
neuroscience. These companies also are high probability targets for
acquisitions.
Our geographic exposure continues to place significant emphasis on
our holdings in North America, with 70% of the portfolio in that region. The
balance of our exposure resides in Europe (19%), Asia (8%) and Israel (3%).
Finally, we believe that the proposed change to the Company's investment
policy, as described in the Chairman's Statement, will be of benefit to
shareholders and plays to OrbiMed's strengths as we have significant expertise
in these areas of the healthcare sector.
Samuel D Isaly
OrbiMed Capital LLC
Investment Manager
23 June 2010
Income Statement
for the year ended 31 March 2010
Revenue Capital Total Revenue Capital Total
2010 2010 2010 2009 2009 2009
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on investments held at
fair value through profit or
loss - 76,180 76,180 - 76,505 76,505
Exchange gains/(losses) on - 3,946 3,946 - (12,042) (12,042)
currency balances
Income from investments held at
fair value through profit or
loss (note 2) 5,825 - 5,825 4,018 - 4,018
Investment management,
management and performance fees
(note 3) (133) (5,025) (5,158) (116) (2,436) (2,552)
Other expenses (506) - (506) (588) - (588)
Net return before finance
charges and taxation
5,186 75,101 80,287 3,314 62,027 65,341
Finance costs (11) (212) (223) (29) (543) (572)
Net return before taxation 5,175 74,889 80,064 3,285 61,484 64,769
Taxation on net return on (965) 303 (662) (866) 360 (506)
ordinary activities
Net return after taxation 4,210 75,192 79,402 2,419 61,844 64,263
Return per share - basic (note 9.5p 170.5p 180.0p 5.5p 141.4p 146.9p
4)
Return per share - diluted 9.5p 170.5p 180.0p 5.4p 138.2p 143.6p
(note 4)
The "Total" column of this statement is the Income Statement of the Company.
The "Revenue" and "Capital" columns are supplementary to this and are prepared
under guidance by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing
operations.
The Company has no recognised gains and losses other than those disclosed in
the Income Statement and Reconciliation of Movements in Shareholders' Funds.
Accordingly, no separate Statement of Total Recognised Gains and Losses has
been presented.
No operations were acquired or discontinued in the year.
Reconciliation of Movements in Shareholders' Funds
For the year ended 31 March 2010
Ordinary Subscription Share Capital
share share premium Warrant Capital redemption Revenue
capital capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 March 2009 11,105 - 117,706 7,417 118,709 3,678 4,402 263,017
Net return on ordinary
activities after
taxation - - - - 75,192 - 4,210 79,402
Dividend paid in
respect of year ended
31 March 2009 - - - - - - (1,982) (1,982)
Proceeds from warrant
exercise 2,686 - 47,174 - - - - 49,860
Transfer from warrant
reserve following
exercise of warrants
Subscription shares - - 7,417 (7,417) - - - -
issued less issue costs
Subscription shares - 97 - - (295) - - (198)
exercised for ordinary
shares
184 (7) 4,351 - 7 - - 4,535
Shares purchased
including expenses (1,331) - - - (48,453) 1,331 - (48,453)
At 31 March 2010 12,644 90 176,648 - 145,160 5,009 6,630 346,181
For the year ended 31 March 2009
Ordinary Subscription Share Capital
share Share premium Warrant Capital redemption Revenue
capital Capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 March 2008 11,772 - 117,639 7,426 81,611 3,008 3,327 224,783
Net return on
ordinary - - - - 61,844 - 2,419 64,263
activities after
taxation
Dividend paid in
respect of year
ended 31 March - - - - - - (1,344) (1,344)
2008
Proceeds from
warrant exercise 3 - 58 - - - - 61
Transfer from
warrant reserve
following exercise - - 9 (9) - - - -
of warrants
Shares purchased
including expenses (670) - - - (24,746) 670 - (24,746)
At 31 March 2009 11,105 - 117,706 7,417 118,709 3,678 4,402 263,017
Balance Sheet
as at 31 March 2010
2010 2009
GBP'000 GBP'000
Fixed Assets
Investments held at fair value through profit or 383,599 294,928
loss
Derivative- OTC swaps - 10,321
383,599 305,249
Current assets
Debtors 1,757 1,307
Derivative - financial instruments 628 -
Cash at bank - 9,979
2,385 11,286
Current liabilities
Creditors: amounts falling due within one year (39,803) (52,564)
Derivative - financial instruments - (954)
(39,803) (53,518)
Net current liabilities (37,418) (42,232)
Total net assets 346,181 263,017
Capital and reserves
Ordinary share capital 12,644 11,105
Subscription share capital 90 -
Share premium account 176,648 117,706
Warrant reserve - 7,417
Capital reserve 145,160 118,709
Capital redemption reserve 5,009 3,678
Revenue reserve 6,630 4,402
Total shareholders' funds 346,181 263,017
Net asset value per share - basic (note 6) 780.8p 635.9p
Net asset value per share - diluted (note 6) 752.7p 600.5p
Cash Flow Statement
for the year ended 31 March 2010
2010 2009
GBP'000 GBP'000
Net cash inflow/(outflow) from operating 2,108 (61)
activities
Servicing of finance
Interest paid (223) (582)
Taxation
Taxation recovered 93 91
Financial investments
Purchases of investments and derivatives (265,795) (251,520)
Sales of investments and derivatives 250,859 257,286
Net cash (outflow)/inflow from financial (14,936) 5,766
investment
Equity dividends paid (1,982) (1,344)
Net cash (outflow)/inflow before financing (14,940) 3,870
Financing
Issue of ordinary shares - 61
Proceeds from exercise of warrants 49,860 -
Subscription share issue costs (198) -
Purchase of own shares (49,061) (25,068)
Subscription shares exercised for ordinary 4,535 -
shares
Repayment of short term loans - (14,813)
Net cash inflow/(outflow) from financing 5,136 (39,820)
Decrease in cash for the year (9,804) (35,950)
Notes to the Financial Statements:
1 Accounting Policies
The principal accounting policies, all of which have been applied consistently
throughout the year in the preparation of these preliminary results, are on
the same basis as the statutory accounts of the Company, and are set out
below:
(a) Basis of Preparation
The financial statements have been prepared in accordance with United Kingdom
generally accepted accounting standards (UK GAAP) and with the Statement of
Recommended Practice `Financial Statements of Investment Trust Companies'
dated January 2009 (the `SORP').
The Company's financial statements are presented in sterling. All values are
rounded to the nearest thousand pounds (GBP'000) except where otherwise
indicated.
(b) Investments held at fair value through profit or loss
Listed investments have been designated by the Board as held at fair value
through profit or loss and accordingly are valued at fair value, deemed to be
bid market prices.
Unquoted investments have also been designated by the Board as held at fair
value through profit or loss, and are valued by the Directors using primary
valuation techniques such as earnings multiples, option pricing models,
discounted cash flow analysis and recent transactions.
Changes in the fair value of investments held at fair value through profit or
loss and gains and losses on disposal are recognised in the Income Statement
as `gains or losses on investments held at fair value through profit or loss'.
Also included within this caption are transaction costs in relation to the
purchase or sale of investments, including the difference between the purchase
price of an investment and its bid price at the date of purchase. All
purchases and sales are accounted for on a trade date basis.
The Company has classified its financial assets designated at fair value
through profit or loss and the fair value of derivative financial instruments
using fair value hierarchy that reflects the significance of the inputs used
in making the fair value measurements. The hierarchy has the following levels:
Level 1 - quoted prices (unadjusted in active markets for identical assets or
liabilities:
Level 2 - inputs other than quoted prices included with Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
(c) Investment Income
Dividends receivable on equity shares are recognised on the ex-dividend date.
Where no ex-dividend date is quoted, dividends are recognised when the
Company's right to receive payment is established.
Income from fixed interest securities is recognised on a time apportionment
basis so as to reflect the effective interest rate.
Deposit interest is accounted for on an accruals basis.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged
through the income account (revenue) except as follows:
(i) expenses which are incidental to the acquisition or disposal of an
investment are categorised as fixed assets at fair value through profit or
loss and are charged to capital; and
Notes to the Financial Statements (continued)
Accounting Policies (continued)
(ii) expenses are charged to the capital column of the Income Statement where
a connection with the maintenance or enhancement of the value of the
investments can be demonstrated. In this respect the investment management and
management fees, have been charged to the Income Statement in line with the
Board's expected long-term split of returns, in the form of capital gains and
income, from the Company's portfolio. As a result 5% of the investment
management and management fees are charged to the revenue column of the Income
Statement and 95% are charged to the capital column of the Income Statement.
Any performance fee accrued or paid is charged in full to the capital column
of the Income Statement.
(e) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs are
charged to the Income Statement in line with the Board's expected long-term
split of returns, in the form of capital gains and income, from the Company's
portfolio. As a result 5% of the finance costs are charged to revenue and 95%
are charged to capital. Finance charges, if applicable, including interest
payable and premiums on settlement or redemption, are accounted for on an
accruals basis in the Income Statement using the effective interest rate
method and are added to the carrying amount of the instrument to the extent
that they are not settled in the period in which they arise.
(f) Taxation
The tax effect of different items of expenditure is allocated between capital
and revenue using the marginal basis.
Deferred taxation is provided for on all timing differences that have
originated but not reversed by the Balance Sheet date other than those
differences regarded as permanent. This is subject to deferred tax assets only
being recognised if it is considered more likely than not that there will be
suitable profits from which the reversal of timing differences can be
deducted. Any liability to deferred tax is provided for at the average rate of
tax expected to apply. Deferred tax assets and liabilities are not discounted
to reflect the time value of money.
(g) Foreign currency
The results and financial position of the Company are expressed in sterling,
which is the functional and presentational currency of the Company. Sterling
is the functional currency because it is the currency of the primary economic
environment in which the Company operates.
Transactions recorded in overseas currencies during the year are translated
into sterling at the appropriate daily exchange rates. Assets and liabilities
denominated in overseas currencies at the Balance Sheet date are translated
into sterling at the exchange rates ruling at the date.
Any gains or losses on the translation of foreign currency balances, whether
realised or unrealised, are taken to the capital or the revenue column of the
Income Statement, depending on whether the gain or loss is of a capital or
revenue nature.
(h) Derivative Financial instruments
The Company uses derivative financial instruments (namely put and call
options). The merits and rationale behind such strategies are to enhance the
capital return of the portfolio, facilitate management of the portfolio
volatility and improve the risk-return profile of the Company relative to its
benchmark.
All derivative instruments are valued at fair value in the Balance Sheet in
accordance with FRS 26: `Financial Instruments: Measurement.'
Each investment in options is reviewed on a case-by-case basis and are all
deemed to be capital in nature. As such, all gains and losses on the above
strategies have been debited or credited to the capital column of the Income
Statement.
Notes to the Financial Statements (continued):
Accounting Policies (continued)
All gains and losses on the over-the counter (OTC) equity swap during the swap
term are accounted for as investment holding gains or losses on investments.
Where there has been a re-positioning of the swap, gains and losses are
accounted for on a realised basis. All such gains and losses have been debited
and credited to the capital column of the Income Statement.
i) Capital Reserves
The following are transferred to this reserve:
- gains and losses on the realisation of investments;
- realised exchange differences of a capital nature;
- expenses, together with the related taxation effect, in accordance with the
above policies;
- increases and decreases in the valuation of investments held at the year
end; and
- unrealised exchange differences of a capital nature.
2 Income from investments held at fair value through profit or loss
2010 2009
GBP'000 GBP'000
Income from investments
UK listed dividends - 212
Overseas dividends 4,612 3,594
Money market dividend - 48
Fixed interest income 1,151 71
5,763 3,925
Other income
Deposit interest 5 93
Interest received from VAT recovery 57 -
Total income from investments held at
fair value through profit or loss 5,825 4,018
Total income comprises
Dividends 4,612 3,854
Interest 1,213 164
5,825 4,018
Notes to the Financial Statements (continued):
3 Investment management, management and performance fees
Revenue Capital Total Revenue Capital Total
2010 2010 2010 2009 2009 2009
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment management fee 96 1,828 1,924 83 1,584 1,667
Management fee 37 693 730 33 628 661
Refund of VAT previously
paid on Management fees - (255) (255) - - -
Performance fee accrual - 2,759 2,759 - 224 224
133 5,025 5,158 116 2,436 2,552
In accordance with the performance fee arrangements currently in place no
performance fee was paid during the year ended 31 March 2010 (2009: nil). At
the year end a performance fee of GBP2,759,000 was accrued, in addition, the
performance fee of GBP224,000 accrued at 31 March 2009 crystallised and became
payable post the year end. Of the GBP224,000 fee payable, GBP204,000 is payable to
the Investment Manager and GBP20,000 is payable to the Manager.
4 Return per share
2010 2009
GBP'000 GBP'000
The return per share is based on the
following figures:
Revenue return 4,210 2,419
Capital return 75,192 61,844
Total return 79,402 64,263
Weighted average number of ordinary
shares in issue during the year - 44,122,846 43,756,755
basic
Revenue return per share 9.5p 5.5p
Capital return per share 170.5p 141.4p
Total return per share - basic 180.0p 146.9p
Weighted average number of ordinary
shares in issue during the year - 44,122,846 44,764,156
diluted
Revenue return per share 9.5p* 5.4p
Capital return per share 170.5p* 138.2p
Total return per share - diluted 180.0p* 143.6p
* dilution not applicable
5 Interim dividend
Under UK GAAP, final dividends are not recognised until they are approved by
shareholders and interim dividends are not recognised until they are paid.
They are also debited directly from reserves. Amounts recognised as
distributable to ordinary shareholders for the year ended 31 March 2010 were
as follows:
2010 2009
GBP'000 GBP'000
Interim dividend in respect of the year ended 31 1,982 -
March 2009
Interim dividend in respect of the year ended 31 - 1,344
March 2008
1,982 1,344
Notes the Financial Statements (continued):
In respect of the year ended 31 March 2010, an interim dividend of 8.5p per
share (2009: interim dividend of 5.0p per share) has been declared. The
aggregate cost of this dividend based on the number of shares in issue at 21
June 2010 is estimated to be GBP3,653,000. In accordance with FRS 21 this
dividend will be reflected in the interim accounts as at 30 September 2010.
Total dividends payable in respect of the financial year, which is the basis
on which the requirements of s842 of the Income and Corporation Taxes Act 1988
are considered, are set out below:
2010 2009
GBP'000 GBP'000
Revenue available for distribution by way of
dividend for the year 4,210 2,419
Dividends for the year ended 31 March (3,653) (1,982)
557 437
* based on 42,979,817 shares in issue as at 21 June 2010.
6 Net asset value per share
2010 2009
Net asset value per share - basic 780.8p 635.9p
Net asset value pre share - diluted for
subscription shares/warrants 752.7p 600.5p
The net asset value per share is based on the assets attributable to equity
shareholders of GBP346,181,000 (2009: GBP263,017,000) and on the number of shares
in issue at the year end of 44,336,756 (excluding shares held in treasury)
(2009: 41,361,431). As at 31 March 2010, there were 8,992,307 subscription
shares in issue (2009: 10,745,610 warrants). The diluted net asset value per
share assumes all outstanding subscription shares are exercised at 614p
resulting in assets attributable to equity shareholders of GBP401,394,000 and on
53,329,063 shares (2009: assumed all outstanding warrants were exercised at
464p resulting in assets attributable to shareholders of GBP312,877,000 and on
52,107,041 shares). As at 31 March 2010, the Company held 6,239,416 shares in
treasury (2009: 3,058,050). The treasury shares were not dilutive at 31 March
2010.
7 Financial Information
This preliminary statement is not the Company's statutory accounts. The above
results for 2010 have been agreed with the Auditors and are an abridged
version of the Company's full draft accounts which have not yet been filed
with the Registrar of Companies. The 2010 accounts received an audit report
which was unqualified did not include a reference to any matter to which the
auditors drew attention without qualifying the report, and did not contain
statements under Section 498 of the Companies Act 2006.
The statutory accounts for the year ended 31 March 2009 have been delivered to
the Registrar of Companies and those for 31 March 2010 will be despatched to
shareholders shortly. The 2009 accounts received an audit report which was
unqualified did not include a reference to any matter to which the auditors
drew attention without qualifying the report, and did not contain statements
under Section 237 (2) and (3) of the Companies Act 1985.
This preliminary announcement of the Company has been prepared in accordance
with United Kingdom Generally Accepted Accounting Practice (UK GAAP) and using
the same accounting policies as those in the last published annual accounts,
being those to 31 March 2009.
Frostrow Capital LLP
Company Secretary
23 June 2010
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