Annual Report and Accounts
31 Marzo 2005 - 10:00AM
UK Regulatory
RNS Number:3615K
Thompson Clive Investments PLC
31 March 2005
Thompson Clive Investments plc
___________________________________________________________________________
Chairman's Statement
Contact : Colin Clive, Chairman, Thompson Clive Investments plc
Charles Fitzherbert, Director, Thompson Clive & Partners Limited
Telephone : (020) 7535 4900
Results
At 31 December 2004 the net asset value per share of Thompson Clive Investments
plc ('TCI') was 530.9p, an increase of 18.2% over the net asset value at 31
December 2003. This increase would have been greater had some of the original
quoted portfolio not been sold during the year, in accordance with the wishes of
the majority of shareholders. The share price of TCI rose from 363p to 446p
during the year, an increase of 22.9%.
TCI has continued with its disposal programme and as a result of realisations
has returned #47.8 million to shareholders by way of tender offers. At 31
December 2004, it had liquid funds of #6,238,000 in preparation for an expected
further tender offer of up to #5,000,000.
The gross revenue (inclusive of VAT reclaimed) for the year under review was
#603,000. Realised and unrealised gains on investments during the year totalled
#3,544,000. There was a pretax revenue return for the period of #443,000 in
addition to a capital return of #2,637,000. Comparisons with last year are not
meaningful because of substantial reductions in share capital and assets as a
consequence of tender offers.
The fall in revenue for 2004 was caused mainly by the reduction in dividends
received because of the realisation of the quoted portfolio and a reducing net
asset value from #38.18 million to #18.47 million.
Dividend
The board recommends a dividend of 7.5p per share payable on 3 June 2005 to all
shareholders on the register on 29 April 2005.
Revised Investment Strategy
On 28 October 2002, the board of Thompson Clive Investments announced that at
the request of some major shareholders who wanted liquidity in the medium term
and following discussions with the holders of the majority of shares, Thompson
Clive Investments would be wound down over the period to 31 December 2007 in the
following way:
* There would be no further investment after June 2003.
* The board would aim to realise the (then) quoted portfolio by 31
December 2004.
* The board would aim to realise the (then) unquoted portfolio by 31
December 2007.
Review of the Year
In line with the board's stated intention to wind down Thompson Clive
Investments over the next three years, there was no new investment in quoted
companies during 2003 or 2004, nor in unquoted companies after June 2003.
Disposals were made of all or part of TCI's holdings in 11 companies, of which 8
were quoted and 3 unquoted. The proceeds amounted to #14,692,000.
Tender Offers
During the year TCI made two tender offers under which it repurchased 5,021,592
shares at the net asset value applying at the date of each offer and thereby
returned #23.06 million in cash to shareholders, in addition to the #10.49
million in 2003 and #14.28 million in 2002.
The board proposes a further tender offer of up to #5 million worth of shares,
subject to shareholder consent and court approval to the capital reduction,
which is expected to be received in early June. An Extraordinary General
Meeting to approve this will be held on 10 May 2005.
Capital Reduction
The company is in the process of realising its investments and returning the
proceeds to shareholders through a series of tender offers. On 30 March 2005
the company announced a tender offer of up to #5 million. Under company law the
company is only permitted to acquire its own shares to the extent that it has
distributable reserves equivalent to the aggregate price for such purchases or
by using the proceeds of a new issue of shares. As at 31 December 2004 the
company had distributable reserves of #3.0 million. These reserves are
insufficient to enable the company to purchase ordinary shares pursuant to the
tender offer of up to #5 million or to continue to make further tender offers.
The proposed Capital Reduction will increase reserves to approximately #13.7
million which will be available to fund the purchase of the company's shares
pursuant to the tender offer of up to #5 million and future tender offers.
A special resolution will therefore be proposed to approve the cancellation of
the company's share premium account, the cancellation of the capital redemption
reserve and the reduction of the company's share capital by cancelling paid up
share capital to the extent of 49p upon each ordinary share of 50p and reducing
the nominal value of the issued and unissued ordinary shares to 1p
Board Changes
As a result of the Listing Rules which require no more than one director of the
manager to be on the board of the investment company, Richard Thompson and I
will resign shortly after completion of the next tender offer. Charles
Fitzherbert, a director of Thompson Clive & Partners, will be appointed to the
board. Christopher Jones, an independent, non-executive director, will take
over from me as chairman.
Events since the Year End and Future Prospects
Since the year end, TCI's share price has increased by 8.1% to #4.82 per share
as at 28 February 2005.
On 26 January 2005, GFI Group Inc floated on NASDAQ. TCI sold its entire
holding at the float for #1,311,000, realising a gain of #1,193,000 against
original cost. Shareholders are aware that under the revised portfolio strategy
there will be no new investment. The realisation of the portfolio within three
years, to the best advantage of shareholders, is now the principal aim of the
board.
Colin Clive
Chairman
30 March 2005
Thompson Clive Investments plc
Consolidated Statement of Total Return
(incorporating the Consolidated Revenue
Account*)
for the year ended 31 December 2004
2004 2003
Revenue Capital Total Revenue Capital Total
#000 #000 #000 #000 #000 #000
Realised gain/(loss) on investments 0 113 113 0 1983 1983
Amount received on previously written off 0 107 107 0 71 71
investments
Increase /(increase) in unrealised 3324 3324 1825 1825
appreciation
0 3544 3544 0 3879 3879
Income 603 0 603 791 0 179
VAT reclaimed 0 0 0 264 0 264
Expenses -160 -907 -1067 -214 -1160 -1374
RETURN ON ORDINARY ACTIVITIES BEFORE
TAXATION 443 2637 3080 841 2719 3560
Tax on ordinary activities -100 100 0 -127 127 0
RETURN ON ORDINARY ACTIVITIES AFTER
TAXATION 343 2737 3080 714 2846 3560
Proposed dividend of 7.5p (2003: 7.83p) per
share -261 0 261 -666 0 -666
TRANSFER TO RESERVES 82 2737 2819 48 2846 2894
RETURN PER ORDINARY SHARE 5.5p 43.8p 49.3p 7.1p 28.4p 35.5p
*The revenue column of this statement is the profit and loss account of the group. All revenue and capital items
in the above statement
derive from continuing operations.
Balance Sheet of the group and of the
company as at 31 December 2004
Group Group Company Company
2004 2003 2004 2003
#000 #000 #000 #000
FIXED ASSETS
Investments :
Venture capital investments 12409 23599 12409 23599
Gilts and UK treasury bills 4964 14857 4964 14857
Subsidiary undertaking 3,388 3388
17373 38456 20761 41844
CURRENT ASSETS
Debtors 86 548 86 548
Cash at bank and in hand 1329 647 1329 647
1415 1195 1415 1195
CREDITORS : AMOUNTS FALLING DUE
WITHIN ONE YEAR -314 -1471 -3702 -4859
1101 -276 -2287 -3664
TOTAL ASSETS LESS CURRENT
LIABILITIES 18474 38180 18474 38180
NET ASSETS 18474 38180 18474 38180
CAPITAL AND RESERVES
Called-up share capital 1740 4251 1740 4251
Share premium 3714 3714 3714 3714
Other reserves :
Capital redemption reserve 5282 2771 5282 2771
Realised capital reserve 3580 25325 759 22504
Unrealised capital reserve 1828 -129 4716 2759
Revenue reserve 2330 2248 2263 2181
Total shareholders' funds attributable to equity 18474 38180 18474 38180
shareholders
Net assets per share 530.9p 449.1p 530.9p 449.1p
1. All expenses are accounted for on an accruals basis and are shown inclusive
of irrecoverable VAT. Except as stated below all expenses are charged to the
revenue account.
Expenses are charged to realised capital reserve where a connection with the
maintenance or enhancement of the value of investments can be demonstrated.
Investment management fees have been allocated between capital and revenue in
accordance with the directors' expected long term split of returns, in the form
of capital gains and income respectively, from the investment portfolio of the
company. The application of these principles produces an allocation of 85% of
total expenses to realised capital reserve.
Expenses which are incidental to the acquisition of an investment are included
within the cost of the investment. Expenses which are incidental to the
disposal of an investment are deducted from the disposal proceeds of the
investment.
2. The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2003 or 2004 but is derived
from these accounts. Statutory accounts for 2003 have been delivered to the
Registrar of Companies whereas those for 2004 will be delivered following the
company's Annual General Meeting. The audit report on the 2003 and 2004
accounts was unqualified.
3. Copies of the annual accounts will be sent to all shareholders. Extra
copies of the accounts will be available from the Company Secretary, 24 Old Bond
Street, London W1S 4AW. The results will not be published in any newspaper.
This information is provided by RNS
The company news service from the London Stock Exchange
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