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| Share Price: 239.00 | Bid: 235.00 | Ask: 243.00 | Change: 0.00 (0.00%) | |||||||
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THE ESTABLISHMENT INVESTMENT TRUST PLC |
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Announcement of Financial Results for the year ended 31 March 2012 |
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Objective of the Company The investment objective of the Company is to achieve long-term capital growth from a managed international portfolio of securities. The preservation of capital is of primary importance to the investment objective.
The Company aims to achieve absolute returns and is not managed by reference to any equity or bond index or benchmark.
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Investment Policy
• To invest primarily in equities issued by companies listed on regulated markets. With the prior approval of the Board, the Company may invest in unlisted securities.
• The Company holds, and expects to retain, a circa 15% economic interest in its Investment Manager, BDT Invest LLP via its investment in BDT Investment Management Limited.
• Up to 30% of net assets may be invested in investment products managed by BDT Invest LLP. The Company may also hold positions in investment products managed by third parties.
• Up to a maximum of 15% (at cost at the date of investment) may be invested in any one security.
• The Company may borrow up to a maximum of 50% of net assets.
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Financial Highlights for the Year |
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Performance comparisons 31 March 2011 - 31 March 2012 |
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31 March 2011 |
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31 March 2012 |
Change |
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Share price |
185.00p |
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179.00p |
(3.24)% |
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Net asset value |
208.94p |
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209.09p |
0.08% |
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Dividends per share |
4.00p |
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4.30p |
7.50% |
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Performance Fee Hurdle # |
262.27p |
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288.50p |
10.00% |
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Adjusted Market Capitalisation # |
204.01p |
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204.62p |
0.30% |
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FTSE APCIMS Stock Market Balanced Index |
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3.67% |
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UK Equity * |
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1.52% |
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World Equity * |
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1.02% |
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Japan * |
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0.72% |
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Asia ex Japan Equity * |
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(6.63)% |
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UK Bond * |
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14.46% |
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# The Adjusted Market Capitalisation of an Ordinary Share at 31 March 2012 is based on the average share price for March 2012 of 178.77p plus dividends paid of 25.85p since the last performance fee was paid. As this was below the Performance Fee Hurdle of 288.50p at the year end, no performance fee is payable.
The Performance Fee Hurdle for the year to 31 March 2013 is 317.35p.
* MSCI and FTSE Total Return Indices in Sterling.
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Chairman's Statement
During the second half of the financial year the share price rose by 7.2% while the net asset value increased by 9.5%. For the full financial year the share price declined 3.2% while the net asset value rose 0.1%. In addition dividends totalling 4.1p were paid to shareholders during the period, lifting the total return of the share price to (0.9%) and the net asset value to 2.1%. These compare to the 3.7% increase in the FTSE APCIMS Stock Market Balanced Index and a 1.0% gain in the MSCI World Index in sterling terms.
The end of the last financial year marks the Company's 10th anniversary. The Company was listed in the aftermath of the dot.com bust, just after the 9/11 terrorist attack and ahead of the second Gulf War, at a time when most Western economies were in recession. A decade later many Western economies are again in, or close to, recession. This is a direct consequence of the 2008 Global Financial Crisis which was caused by the 2002-2007 Greenspan credit bubble, itself arguably a reaction to the dot.com bust. The Company was also launched during the early days of the Euro. From 2002 to 2008 the Euro appreciated constantly but since has steadily but surely started to relinquish these gains as this politically inspired project falls foul of economic realities.
At launch the Company pursued a multi asset strategy, favouring bonds, absolute return vehicles and a substantial exposure to Asian equities to achieve its goal of both protecting and growing the capital of shareholders. In more recent times shareholders' funds have increasingly been invested in Asian equities. The Company has also maintained some exposure to Gold Bullion and held a healthy degree of liquidity. There was considerable volatility in the share price and the net asset value during the global financial crisis but the swift recovery of both, and subsequent further appreciation, has vindicated your investment manager's longer term portfolio positioning.
As discussed in the Investment Manager's report the outlook for the Chinese economy is not just highly unpredictable but extremely important for all global investors at this juncture. Your investment manager holds a particularly strong view on the likely development of the Chinese economy and the probable impact on commodity prices. Your Board believes that the assets of the Company are very well positioned to benefit from this anticipated development.
Your Board continues to be alert to the many developments in regulation and corporate governance. These include the Alternative Investment Fund Managers Directive (AIFMD)(EU), the Foreign Account Tax Compliance Act (FATCA)(USA), the Retail Distribution Review (RDR), new HMRC Investment Trust regulations, changes in UK GAAP and review of UK Corporate Governance and Stewardship Codes. Inevitably, these will increase the cost of compliance and perhaps have the wider unintended consequence of repressing capital flows, which the world can ill afford as deleveraging continues in Western economies.
New Tax Regulations came into force on 1 January 2012 which introduced new rules regarding the approval of companies as investment trusts by HM Revenue & Customs. The new rules permit the distribution of capital profits to shareholders by way of dividend, allowing greater flexibility on how dividends are managed in the future. Under previous tax and company law such distributions were prohibited and this prohibition was required to be included in an investment company's Articles of Association. Your Board believes it is prudent to be in a position to take advantage of the new regulations as and when such distributions are considered to be in the best interest of the Company's shareholders and to this end Resolution 10 in the Notice of Meeting is being proposed as a Special Resolution seeking shareholders' approval to amend the Articles of Association of the Company to remove the current restriction on the distribution of capital profits.
The Board has proposed a final dividend of 2.6p per Ordinary Share taking the total dividend for the financial year to 4.3p, an increase of 7.5% over the previous year. This is the 9th consecutive year of dividend growth. The Board will continue to pursue a progressive dividend policy.
Sir David Cooksey GBE Chairman 31 May 2012
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Investment Manager's Report
The Chairman's statement notes the essentially flat performance of the share price and net asset value of the Company during the past financial year. During the past twelve months the ordinary shares have moved from a discount of 11.5% to a discount of 14.4%. For comparative purposes, the MSCI AC World Index declined 0.3%, the MSCI Asia ex Japan Index fell 6.6% while the MSCI Japan Index gained 0.7%.
The past decade has been relatively fallow for equity investors. The MSCI AC World Index has compounded at 4.1% in Sterling terms while the MSCI United Kingdom (+4.4%pa) and Japan (+2.7%pa) indices have fared little differently. The FTSE APCIMS Stock Market Balanced Index has achieved a slightly higher compound return of 5.0% because of the implicit weighting in bonds. In sharp contrast the MSCI Asia ex Japan Index has returned 12% compound over the past decade compared with the Company's total shareholder return of 7.9% over the same period.
This has vindicated your Company's long term commitment to equities in this region and enabled the Company to post competitive long term returns. Including reinvested dividends the Company's share price and net asset value have grown at a compound rate of 7.9% and 9.5% since listing in March 2002 and, according to the Association of Investment Companies, this ranks the Company 3rd out of 22 in terms of net asset value appreciation and 9th out of 24 in terms of share price returns over the ten years to 31 March 2012. The difference in the rankings is principally explained by the movement from parity to a discount over the period.
China has become an increasingly important player in the global economy over the past decade, even more so since the financial crisis of 2008 from which the Western economies have yet to fully recover. The reflationary fiscal and monetary policies enacted by the Chinese authorities in the wake of the financial crisis resulted, however, in a classic credit and investment boom which has been predominantly focused in the infrastructure and property sectors. To put the scale of this boom in perspective, China now accounts for roughly 60% of the cement produced and consumed globally with per capita cement consumption running at approximately three times the global average. In recent years, only Spain, in 2007, has achieved such cement "intensity".
We remain positive on the outlook for consumption in China. A more balanced economic growth model, which favours consumption over investment, is at the heart of the current 12th five-year plan. Demographics, on-going urbanisation and rising disposable income also support expectations of rising consumption in China and indeed across much of the rest of Asia. Your Company's investments in China play to this expected trend. The Company owns no Chinese banks, property or infrastructure companies. Elsewhere in Asia this consumer focus is reflected in the Indian investments while the Company has significant exposure to the ASEAN infrastructure sector via investments in utility, transportation and cement companies.
Crucially the vast majority of companies owned by the Company purchase a large amount of raw materials, or commodities, and will therefore be big beneficiaries of any broad retreat in commodity prices. The faltering demand from China for commodities, coupled with the rapid growth in their supply, does not bode well for prices. Your investment manager is, therefore, refreshingly upbeat about the prospects for the portfolio and hopes to make further substantial progress in the second decade of the Company.
BDT Invest and Bedlam Asset Management The Company owns an effective 15% stake in the Investment Manager and also a 4% stake in Bedlam Asset Management. These unlisted investments are revalued every quarter. The latest calculation (an average of book value, 2% of funds under management and 2x annual management charges) valued both firms at a modest premium to book value. The two investments account for 1.3% of the Company's assets. BDT Invest's funds under management stood at approximately £85m at 31 March 2012. BDT Invest currently manages four products across Japan and Asia. BDT Invest remains a small company and future prospects are dependent upon a number of factors including the ever-changing regulatory landscape referred to in the Chairman's Statement, the necessity to deliver solid investment performance, the capability to market effectively, the ability to attract and retain high quality individuals and capable financial management.
Financial Results The portfolio generated gross income of £1,482,000 during the year, a 2.9% increase from the £1,440,000 generated in the preceding period. Excluding fees payable to the investment manager, expenses amounted to £326,000, a 3.6% decrease from the £338,000 recorded in the previous year. The Company charges 80% of the annual management fee and 100% of any performance fee to capital. The total fees payable to the investment manager decreased from £363,000 to £350,000. In consequence the Company recorded a revenue return on ordinary activities after tax of £1,024,000.
BDT Invest LLP Investment Manager 31 May 2012
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Business Review
The review of the year and commentary on the future outlook are presented in the Chairman's Statement, the Investment Manager's Report, and the financial instruments and capital disclosures (note 5) which together provide details of the key performance indicators and principal risks and uncertainties facing the Company.
The Company is predominantly a vehicle for overseas equity and there are the attendant risks applicable to any international or regional equity portfolio relating to strategy, country, industrial sector and stock selection.
The prime risk of investing in the Company is a fall in equity prices and adverse movements in foreign currency exchange rates as currency movements can have a significant impact on capital values. Whilst foreign currency exposures are reviewed on a regular basis, these are inherent in investing in overseas securities and at present there are no currency hedging contracts in place. The Investment Manager will take into account the possibility of currency gain or loss when evaluating investments for the Company.
Whilst counterparty credit risk is not considered to be significant since the Investment Manager undertakes transactions only with pre-approved brokers and on the basis of delivery against payment, the Company bears the risk of settlement default by clearing houses and exchanges and the risk of delayed repossession or disputed title of the Company's assets in the event of failure of the Custodian, together with operational and regulatory risks, and the risk of errors and omissions.
The Company also faces the risk that its objective and strategy become inappropriate due to changes in investor sentiment.
The Board monitors the critical risks and uncertainties faced by the Company by regularly reviewing a matrix of risks, key controls and mitigating factors.
As part of the review of operational risks the Board satisfies itself that the Investment Manager has processes in place to ensure that limits are not breached. Performance and risk control are the focus of Boardroom discussion with the Investment Manager. The Board reviews the management of the portfolio and monitors the Manager's adherence to the investment mandate. This is achieved by comparing the absolute return generated by the portfolio, the breakdown of the portfolio into equities, investment funds, bonds, commodities and cash and the level of concentration within the equity portfolio.
The Board seeks to contain risk by understanding and monitoring the Investment Manager's investment style, investment process and long-term performance record. Stock specific risk is reduced to a large extent by adequate diversification, while the Investment Manager will ask the Board for approval prior to the purchase of any BDT Invest LLP products.
The Board reviews the performance of certain equity indices to further evaluate whether the Investment Manager is generating competitive returns in differing market conditions. In assessing performance, the Board in its regular meetings looks for a clear, consistent expression of strategy.
As the Company's objective is to achieve long-term capital growth whilst preserving capital, performance is not measured against any specific equity or bond index but on the absolute return achieved.
The Board also debates the extent to which your Company should gear its balance sheet or indeed raise liquidity in difficult markets. Strategic decisions, such as the level of borrowing, can have a significant impact on performance. The Company's policy is to limit gearing to 50% of net assets, but currently no gearing of the Company's portfolio has been implemented. Ultimately, however, the positioning of the portfolio is decided by the Investment Manager, which operates within the broad limits established by the Board.
Environmental, employment, social and community issues The Company has no employees and has no direct impact on domestic social matters. Its investments are, in the main, focussed in the Asian region which has varying degrees of political and corporate governance standards. It is therefore impractical for the Company to adopt a policy on environmental, employment, social and community issues and it is considered that the best performing investments are likely to be in those entities which have regard for the impact of these issues on their businesses.
Results and dividend An interim dividend of 1.70p per Ordinary Share was paid on 16 December 2011 to shareholders on the register at the close of business on 2 December 2011 (ex-dividend 30 November 2011).
The revenue return for the financial year ended 31 March 2012 after taxation amounted to £1,024,000 (2011: £864,000). A final dividend of 2.60p (2011: 2.40p) is proposed in respect of the year ended 31 March 2012. The dividend, subject to approval by shareholders, will be paid on 3 August 2012 to shareholders whose names appear on the register at the close of business on 13 July 2012 (ex-dividend 11 July 2012).
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Income Statement for the years ended 31 March |
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2012 |
2011 |
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Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
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£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
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|
|
|
|
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Gains on investments |
- |
216 |
216 |
- |
266 |
266 |
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Exchange losses on currency balances |
- |
(149) |
(149) |
- |
(18) |
(18) |
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Income |
1,482 |
- |
1,482 |
1,440 |
- |
1,440 |
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Investment management fees |
(60) |
(241) |
(301) |
(59) |
(236) |
(295) |
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Other expenses |
(326) |
- |
(326) |
(337) |
(1) |
(338) |
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Return on ordinary activities before tax |
1,096 |
(174) |
922 |
1,044 |
11 |
1,055 |
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Tax on ordinary activities |
(72) |
- |
(72) |
(180) |
- |
(180) |
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Return on ordinary activities after tax for the financial year |
1,024 |
(174) |
850 |
864 |
11 |
875 |
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Return per Ordinary Share |
5.12p |
(0.87)p |
4.25p |
4.32p |
0.05p |
4.37p |
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All revenue and capital items in the above statement derive from continuing operations.
The total columns in this statement represent the profit and loss accounts of the Company. The revenue and capital columns are supplementary to this and are prepared under the guidance published by the Association of Investment Companies.
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.
No operations were acquired or discontinued in the year.
There was no loan outstanding or interest payable during the year.
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Reconciliation of Movements in Shareholders' Funds |
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Share Capital £'000 |
Share premium £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
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For the year ended 31 March 2012 |
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|
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At 31 March 2011 |
5,000 |
14,701 |
20,954 |
1,134 |
41,789 |
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Return on ordinary activities after tax for the financial year |
- |
- |
(174) |
1,024 |
850 |
|
Dividends paid (note 2) |
- |
- |
- |
(820) |
(820) |
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At 31 March 2012 |
5,000 |
14,701 |
20,780 |
1,338 |
41,819 |
|
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|
|
|
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For the year ended 31 March 2011 |
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At 31 March 2010 |
5,000 |
14,701 |
20,943 |
1,050 |
41,694 |
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Return on ordinary activities after tax for the financial year |
- |
- |
11 |
864 |
875 |
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Dividends paid (note 2) |
- |
- |
- |
(780) |
(780) |
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At 31 March 2011 |
5,000 |
14,701 |
20,954 |
1,134 |
41,789 |
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Balance Sheet at 31 March |
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2012 |
2011 |
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£'000 |
£'000 |
£'000 |
£'000 |
|
Fixed assets |
|
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Investments held at fair value through profit or loss |
|
35,056 |
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37,983 |
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Current assets |
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Debtors |
216 |
|
1,799 |
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Cash at bank |
6,609 |
|
2,073 |
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6,825 |
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3,872 |
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Creditors: amounts falling due within one year |
(62) |
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(66) |
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Net current assets |
|
6,763 |
|
3,806 |
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Net assets |
|
41,819 |
|
41,789 |
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Capital and reserves |
|
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Called up share capital |
|
5,000 |
|
5,000 |
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Share premium |
|
14,701 |
|
14,701 |
|
|
|
19,701 |
|
19,701 |
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Capital reserve |
|
20,780 |
|
20,954 |
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Revenue reserve |
|
1,338 |
|
1,134 |
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Equity shareholders' funds |
|
41,819 |
|
41,789 |
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|
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Net asset value per Ordinary Share |
|
209.09p |
|
208.94p |
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Cash Flow Statement for the years ended 31 March |
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2012 |
2011 |
|
|
£'000 |
£'000 |
|
|
|
|
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Net cash inflow from operating activities |
1,312 |
777 |
|
Taxation |
(143) |
(308) |
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Financial investment |
4,336 |
(1,363) |
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Net cash inflow/(outflow) before financing |
5,505 |
(894) |
|
Equity dividends paid |
(820) |
(780) |
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Increase/(decrease) in cash in the year |
4,685 |
(1,674) |
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|
|
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Reconciliation of net cash flow to movement in net funds |
|
|
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Increase/(decrease) in cash in the year |
4,685 |
(1,674) |
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Exchange movements |
(149) |
(18) |
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Opening net funds |
2,073 |
3,765 |
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Closing net funds |
6,609 |
2,073 |
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Notes
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1. Accounting policies A summary of the principal accounting policies, all of which have been applied consistently throughout the year is set out below:
(a) Basis of accounting The accounts are prepared on the historical cost basis of accounting, except for the measurement at fair value of investments. The accounts have been prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP) and with the AIC Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' dated January 2009. All of the Company's operations are of a continuing nature.
(b) Valuation of fixed asset investments When a purchase or sale is made under a contract, the terms of which require delivery within the time frame of the relevant market, the investments concerned are recognised or derecognised on the trade date.
The Company's investments have been designated at fair value through profit or loss, and are recognised on the trade date and are initially measured at fair value. Investments are measured at subsequent reporting dates at fair value, and changes in fair value are included in the Income Statement as a capital item. Investments are designated as at fair value through profit or loss as they are managed as a group and their performance is evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the investments is provided internally on that basis to the Board of Directors. For listed investments fair value is deemed to be either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.
Unquoted investments are valued by the Directors at fair value using market valuation techniques.
The investment in BDT Invest LLP (representing 15.3% of that entity) is held through BDT Investment Management Limited (BDT) as part of the investment portfolio. The Company also holds a 4% interest in Bedlam Asset Management Limited (BAM). Accordingly, the shares are accounted for and disclosed in the same way as other investments in the portfolio. The valuation of the Company's investment in BDT and BAM is calculated at the end of each quarter on the basis of fair value as determined by the Directors of the Company. The valuation process is based on the average of book value of BDT Invest LLP, two per cent of the value of funds under its management and two times its annual management charges.
(c) Reporting currency The accounts are presented in Sterling which is the functional currency of the Company because it is the currency of the primary economic environment in which the Company operates.
(d) Income Dividends are credited to the revenue account on an ex-dividend basis or as soon as entitlement has been established, if later. The fixed return on a debt security is recognised on a time apportionment basis so as to reflect the effective interest rate on the debt security.
Bank and deposit interest is accounted for on an accruals basis.
(e) Dividends Dividends paid by the Company are recognised in the Financial Statements in respect of the period in which they are paid.
(f) Expenses All expenses are accounted for on an accruals basis. Expenses are recognised through the Income Statement as revenue items except as follows:
- the investment management fee has been allocated 80% to capital reserve - and 20% to the revenue account within the Income Statement reflecting the Board's expected long-term split of returns in the form of capital gains and income respectively from the investment portfolio.
- the investment management performance fee has been allocated 100% to capital reserve - within the Income Statement.
- expenses which are incidental to the sale of an investment are deducted from the proceeds of the sale of investment.
- any other expenses incurred in connection with the acquisition or disposal of an investment are allocated to capital reserve - within the Income Statement.
- finance costs are accounted for on an accruals basis using the effective interest rate method. Finance costs of debt in so far as they relate to the financing of the Company's investments have been allocated 80% to the capital reserve and 20% to the revenue account within the Income Statement. This allocation is in line with the Board's expected long-term split of returns in the form of capital gains and income respectively from the investment portfolio.
(g) Taxation Deferred taxation is provided on all differences which have originated but not reversed by the balance sheet date, calculated at the rate at which it is anticipated the timing differences will reverse. Deferred tax assets are recognised only when, on the basis of available evidence, it is more likely than not that there will be taxable profits in the future against which the deferred tax asset can be offset. Deferred tax assets and liabilities are not discounted to reflect the time value of money.
(h) Foreign currency Transactions and investment income denominated in foreign currencies are recorded in Sterling at actual exchange rates at the date of the transaction or receipt. Monetary assets and liabilities denominated in foreign currencies at the year end are recorded in Sterling at the rates of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates, subsequent to the date of the transaction, is included as an exchange gain or loss in the capital or revenue column of the income statement, depending on whether the gain or loss is of a capital or revenue nature respectively. The value of investments in foreign currencies is expressed in Sterling at the rates of exchange prevailing at the year end. Surpluses and deficits arising from conversion at this rate of exchange are included as an exchange gain or loss in the capital or revenue column of the income statement and capital items and subsequently taken to the capital reserve.
(i) Capital Reserve The following are taken to this reserve: Investment holding gains: - Increase and decrease in the valuation of investments held at the year end. Other: - Gains and losses on the disposal of investments; - Exchange differences of a capital nature; - Expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies.
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2. Dividends and other appropriations |
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Dividends paid during the year as reflected in the Financial Statements. |
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|
2012 |
2011 |
|
|
£'000 |
£'000 |
|
Final dividend for the year ended 31 March 2011 of 2.40p per Ordinary Share (2010: 2.30p) |
480 |
460 |
|
Interim dividend for the year ended 31 March 2012 of 1.70p per Ordinary Share (2011: 1.60p) |
340 |
320 |
|
|
820 |
780 |
|
|
|
|
|
The total dividends payable in respect of the year, which forms the basis of section 1159 of the Corporation Tax Act 2010 (formerly section 842 of the Income and Corporation Taxes Act 1988) are set out below: |
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|
|
2012 |
2011 |
|
|
£'000 |
£'000 |
|
Interim dividend for the year ended 31 March 2012 of 1.70p per Ordinary Share (2011: 1.60p) |
340 |
320 |
|
Proposed final dividend for the year ended 31 March 2012 of 2.60p per Ordinary Share (2011: 2.40p) |
520 |
480 |
|
|
860 |
800 |
|
|
|
|
|
3. Return per Ordinary Share |
|
|
|
Total return per Ordinary Share |
2012 |
2011 |
|
Total return |
£850,000 |
£875,000 |
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Weighted average number of Ordinary Shares in issue during the year |
20,000,000 |
20,000,000 |
|
Total return per Ordinary Share |
4.25p |
4.37p |
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The total return per Ordinary Share detailed above can be further analysed between revenue and capital, as below: |
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Revenue return per Ordinary Share |
|
|
|
Revenue return |
£1,024,000 |
£864,000 |
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Weighted average number of Ordinary Shares in issue during the year |
20,000,000 |
20,000,000 |
|
Revenue return per Ordinary share |
5.12p |
4.32p |
|
|
|
|
|
Capital return per Ordinary Share |
|
|
|
Capital return |
£(174,000) |
£11,000 |
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Weighted average number of Ordinary Shares in issue during the year |
20,000,000 |
20,000,000 |
|
Capital return per Ordinary Share |
(0.87)p |
0.05p |
|
|
|
|
|
4. Net asset value per share |
|
|
|
|
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The net asset value per Ordinary Share and the net asset value at the year end calculated in accordance with the Articles of Association were as follows: |
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|
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Net asset value per share attributable |
Net assetvalueattributable |
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|
|
2012 |
2011 |
2012 |
2011 |
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|
|
p |
p |
£'000 |
£'000 |
|||
|
|
209.09 |
208.94 |
41,819 |
41,789 |
|||
The movements during the year of the assets attributable to each Ordinary Share were as follows:
|
|
Ordinary Shares £'000 |
|
Total net assets attributable at beginning of year |
41,789 |
|
Total recognised gains for the year |
850 |
|
Dividends paid during the year |
(820) |
|
Total net assets attributable at end of year |
41,819 |
|
|
|
|
The net asset value per Ordinary Share is based on net assets of £41,819,000 (2011: £41,789,000) and on 20,000,000 Ordinary Shares (2011: 20,000,000) being the number of Ordinary Shares in issue at the year end.
|
|
|
5. Risk management policies and procedures |
|
|
The investment objective of the Company is to achieve long-term capital growth from a managed international portfolio of securities. The preservation of capital is of primary importance to the investment objective. In pursuit of this objective, the Company may be exposed to various forms of risk, as described below.
The Board has policies on diversification of investment, gearing (bank borrowing), dividends and risk management, which it reviews in accordance with prevailing market conditions. Current policies are set out in the Business Review. The Company's assets are managed so as to diversify both the market risk (including price risk) and liquidity risk that occurs in any equity portfolio and the Board monitors this process (see Business Review). Neither interest rate risk nor currency risk are considered as separate risks for the reasons explained in that Review. The Board and its Investment Manager consider and review the number of risks inherent with managing the Company's assets which are detailed below. |
|
Foreign currency exposure at 31 March 2012
|
Sterling £'000 |
Thai Baht £'000 |
US Dollar £'000 |
HK Dollar £'000 |
Philippine Peso £'000 |
Other £'000 |
Total £'000 |
|
|
Investments held at fair value through profit or loss that are monetary items |
- |
- |
- |
- |
- |
- |
- |
|
Debtors |
3 |
15 |
6 |
- |
10 |
182 |
216 |
|
Cash at bank |
76 |
(7) |
4,919 |
- |
- |
1,621 |
6,609 |
|
Creditors |
(62) |
- |
- |
- |
- |
- |
(62) |
|
Foreign currency exposure on net monetary items |
17 |
8 |
4,925 |
- |
10 |
1,803 |
6,763 |
|
Equities held at fair value through profit or loss |
1,608 |
3,632 |
10,838 |
6,743 |
1,477 |
10,758 |
35,056 |
|
Total net foreign currency exposure |
1,625 |
3,640 |
15,763 |
6,743 |
1,487 |
12,561 |
41,819 |
Foreign currency exposure at 31 March 2011
|
Sterling £'000 |
Thai Baht £'000 |
US Dollar £'000 |
HK Dollar £'000 |
Philippine Peso £'000 |
Other £'000 |
Total £'000 |
|
|
Investments held at fair value through profit or loss that are monetary items |
- |
- |
- |
- |
- |
- |
- |
|
Debtors |
83 |
49 |
128 |
- |
1,256 |
283 |
1,799 |
|
Cash at bank |
94 |
- |
1,804 |
- |
- |
175 |
2,073 |
|
Creditors |
(66) |
- |
- |
- |
- |
- |
(66) |
|
Foreign currency exposure on net monetary items |
111 |
49 |
1,932 |
- |
1,256 |
458 |
3,806 |
|
Equities held at fair value through profit or loss |
3,027 |
2,898 |
11,747 |
6,087 |
2,531 |
11,693 |
37,983 |
|
Total net foreign currency exposure |
3,138 |
2,947 |
13,679 |
6,087 |
3,787 |
12,151 |
41,789 |
|
Over the year Sterling weakened against the US Dollar by 0.32% (2011: strengthened 5.68%) and the Hong Kong Dollar by 0.51% (2011: strengthened 5.86%) but strengthened against the Company's other principal investing currencies, the Indian Rupee by 13.87% (2011: strengthened 4.97%) and the Thai Baht by 1.67% (2011 weakened: 1.16%).
A 5% rise or decline of Sterling against foreign currency denominated (i.e. non-Sterling) assets held at the year end would have decreased/increased the net asset value by £2,010,000 or 4.81% of net asset value (2011: £1,933,000 or 4.62% of net asset value). The impact on the profit or loss account is impossible to estimate since the profit and loss is the net result of all the transactions in the portfolio throughout the year.
Interest rate risk The Company is only exposed to significant interest rate risk through its cash deposits with the Northern Trust Company. The Company had no borrowings at the year end (2011: nil) and therefore sensitivity analysis to changes in LIBOR are not applicable.
Equity price risk If the fair value of the Company's investments, excluding fixed-interest securities at the year end increased/decreased by 10% then it would have the effect of £3,506,000 or 17.53 pence per Ordinary Share (2011: £3,798,000 or 18.99 pence per Ordinary Share) on the capital return.
Liquidity risk Liquidity risk is generally not significant in normal market conditions as the majority of the Company's investments are listed on recognised stock exchanges and for the most part readily realisable securities which can be sold easily to meet funding commitments if necessary. Short-term flexibility is achieved by the use of bank overdrafts.
Credit risk Credit risk is mitigated by diversifying the counterparties through whom the Investment Manager conducts investment transactions. The credit-standing of all counterparties is reviewed periodically with limits set on amounts due from any one broker.
Cash is only held at banks and in money market funds that have been identified by the Board as reputable and of high credit quality. Northern Trust has a credit rating of A1 (2011: A1) with Moody's and AA- (2011: AA-) with S&P.
The total credit exposure of the Company at the year end as shown on the Balance Sheet was £6,822,000 (2011: £3,866,000).
|
|
Valuation of financial instruments
The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:
- Level 1 - valued using quoted prices unadjusted in active markets for identical assets or liabilities. - Level 2 - valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included within Level 1. - Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability.
The table below sets out fair value measurements of financial instruments as at the end of the reporting period, by the level in the fair value hierarchy into which the fair value measurement is categorised.
|
Financial assets at fair value through profit or loss at 31 March 2012
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Equity investments |
34,503 |
- |
553 |
35,056 |
|
There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in Level 3 is set out below. |
Level 3 Financial assets at fair value through profit or loss
|
|
|
|
|
Equities |
|
|
|
|
|
£'000 |
|
Opening fair value |
611 |
|||
|
Purchases at cost |
- |
|||
|
Sales proceeds |
- |
|||
|
Total gains included in gains on investments in the income statement |
|
|||
|
- on assets sold |
- |
|||
|
- on assets held at the period end |
(58) |
|||
|
|
553 |
|||
Financial assets at fair value through profit or loss at 31 March 2011
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Equity investments |
37,372 |
- |
611 |
37,983 |
There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in level 3 is set out below.
Level 3 Financial assets at fair value through profit or loss
|
|
|
|
|
Equities |
|
|
|
|
|
£'000 |
|
Opening fair value |
527 |
|||
|
Purchases at cost |
- |
|||
|
Sales proceeds |
(57) |
|||
|
Total gains included in gains on investments in the income statement |
|
|||
|
- on assets sold |
41 |
|||
|
- on assets held at the period end |
100 |
|||
|
|
611 |
|||
The valuation techniques used by the Company are explained in the accounting policies note 1(b).
|
Capital management policies and procedures The capital managed by the Company is only its equity shareholders' funds of £41,819,000 (2011: £41,789,000).
The Company's objectives, policies and procedures for managing capital are set out in the Business Review.
|
|
Statement of Directors' Responsibilities in respect of the Annual Report, the Directors' Remuneration Report and Financial Statements The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under the law, the Directors have elected to prepare financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the net return of the Company for that period. In preparing these Financial Statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Financial Statements are published on www.bdtinvest.com, which is a website maintained by the Company's Investment Manager, BDT Invest LLP. The Directors are responsible for the maintenance and integrity of the Company's information that is available on the BDT website. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of the website and accordingly the Auditors accept no responsibility for any changes that have occurred to the Annual Report and Financial Statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.
Disclosure of information to auditors
The Directors who held office at the date of approval of the Directors' Report confirm that, so far as they are aware, there is no relevant audit information of which the Company's Auditors are unaware; and each Director has taken all of the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and establish that the Company's Auditors are aware of that information.
Statement under DTR 4.1.12
The Directors of the Company (Sir David Cooksey GBE (Chairman), Gregory Shenkman, Henry Thornton, Richard Thornton, Tom Waring and Harry Wells) being the responsible persons, confirm that, to the best of their knowledge:
• the Financial Statements, which have been prepared in accordance with the United Kingdom Generally Accepted Accounting Practice, (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company; and
• the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
|
|
Financial Statements - Availability and Comparative information The financial information contained in this announcement does not constitute statutory accounts for the year ended 31 March 2012 or 31 March 2011 as defined by the Companies Act 2006 but is derived from those accounts. The statutory accounts for the year ended 31 March 2011 have been delivered to the Registrar of Companies and those for the year ended 31 March 2012 will be delivered following the Company's Annual General Meeting. The Independent Auditor's report on those accounts was unqualified and did not contain any statements under section 498 (2) or (3) of the Companies Act 2006.
Printed copies of the Annual Report and Financial Statements for the year ended 31 March 2012 will be posted to shareholders in due course and can be requested from the Registered Office of the Company. A pdf copy can be viewed or downloaded from the Investment Manager's website www.bdtinvest.com. Neither the contents of the Investment Manager's website nor the contents of any website accessible from hyperlinks on the Investment Manager's website (or any other website) is incorporated into or forms part of this announcement.
The tenth Annual General Meeting of the Company will be held at the offices of BDT Invest LLP, 52 Jermyn Street, London, SW1Y 6LX on Tuesday 26 June 2012 at 12 noon.
Phoenix Administration Services Limited Corporate Secretary 31 May 2012
|
| Date | Source | Headline | Category |
|---|---|---|---|
| 07-May-13 16:02 | RNS | Monthly Update | Company Announcement - General |
| 03-Apr-13 07:05 | RNS | Monthly Update | Company Announcement - General |
| 12-Mar-13 15:01 | RNS | Concert Party Status | Company Announcement - General |
| 06-Mar-13 14:56 | RNS | Interim Management Statement | Results and Trading Reports |
| 04-Mar-13 10:42 | RNS | Monthly Update | Company Announcement - General |
| 23-Jan-13 13:00 | RNS | Richard Thornton | Company Announcement - General |
| 22-Jan-13 16:31 | RNS | Director/PDMR Shareholding | Directors' Dealings |
| 07-Jan-13 16:53 | RNS | Monthly update | Company Announcement - General |
| 02-Jan-13 13:45 | RNS | Company Secretary Change | Executive Changes |
| 02-Jan-13 13:44 | RNS | Change of Registered Office | Company Announcement - General |
| 05-Dec-12 10:58 | RNS | Monthly Update | Company Announcement - General |
| 23-Nov-12 11:50 | RNS | Half Yearly Report | Results and Trading Reports |
| 05-Nov-12 09:49 | RNS | Monthly Update | Company Announcement - General |
| 01-Nov-12 16:47 | RNS | Net Asset Value Replacement | Company Announcement - General |
| 02-Oct-12 16:05 | RNS | Monthly Update | Company Announcement - General |
| 01-Oct-12 17:00 | RNS | Compliance with Model Code | Company Announcement - General |
| 03-Sep-12 15:44 | RNS | Monthly Update | Company Announcement - General |
| 23-Aug-12 17:45 | RNS | Director/PDMR Shareholding | Directors' Dealings |
| 09-Aug-12 15:04 | RNS | Monthly Update | Company Announcement - General |
| 03-Aug-12 13:37 | RNS | Monthly Update | Company Announcement - General |
| 30-Jul-12 10:59 | RNS | Interim Management Statement | Company Announcement - General |
| 13-Jul-12 15:24 | RNS | Annual Information Update | Company Announcement - General |
| 03-Jul-12 18:25 | RNS | Monthly Update | Company Announcement - General |
| 27-Jun-12 12:48 | RNS | Result of AGM | Results and Trading Reports |
| 06-Jun-12 13:17 | RNS | Monthly Update | Company Announcement - General |
| 31-May-12 10:02 | RNS | Annual Financial Report | Results and Trading Reports |
| 04-May-12 09:15 | RNS | Monthly Update | Company Announcement - General |
| 03-Apr-12 15:00 | RNS | Monthly Update | Company Announcement - General |
| 02-Apr-12 07:00 | RNS | Compliance with Model Code | Company Announcement - General |
| 06-Mar-12 09:30 | RNS | Monthly Update | Company Announcement - General |

