21 Nov 2014 07:00
HENDERSON VALUE TRUST PLC
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2014
This announcement contains regulated information
INVESTMENT OBJECTIVE
The Company exploits global opportunities to provide long-term growth to shareholders via a diversified, international, multi-strategy portfolio which offers access also to specialist funds including hedge and private equity. The Company aims to outperform the FTSE World Index on a total return basis.
PERFORMANCE HIGHLIGHTS | 30 September 2014
| 30 September 2013 |
Net asset value per ordinary share | 291.9p | 290.2p |
Share price per ordinary share | 250.9p | 245.0p |
Total return per ordinary share | 3.2p | 11.9p |
Discount | 14.1% | 15.6% |
Ongoing charge | 0.93% | 0.84% |
Market capitalisation | £119.8m | £117.0m |
CHAIRMAN'S STATEMENT
It is now 18 months since Henderson Global Investors took over the management of your Company. During that period major changes have been initiated. The portfolio changes are fully covered in the Managers' report.
The Board resolved to respond to investor concerns about past performance by making changes wherever necessary. We have changed the Manager, the Auditors and new Directors have been appointed.
Performance
The Company delivered share price and NAV total returns of 3.0% and 1.6% respectively during the year. Although modest, these were achieved during a period of major transition as Henderson reached the half-way point in its three-year restructuring plan for the Company's investment portfolio. We expect performance to improve steadily to acceptable and sustainable levels as the restructuring reaches completion and the new portfolio matures.
Performance was below the Company's FTSE World Index benchmark, which returned 11.9% during the period. As in the prior year, this reflected the fact that the benchmark return was driven by strong performance in some of the world's developed equity markets, particularly the US. In contrast, the Company's portfolio is biased towards specialist and alternative asset funds whose performance may be driven more by stock-specific or sector issues. In addition,
the Company has a significant weighting towards emerging markets. The Board will be reviewing the suitability of the benchmark, which has been in place since the Company's inception in 1991, in the first quarter of 2015.
Strategy
Henderson has adopted a clear and consistent strategy for the Company's investment portfolio since becoming the Company's Investment Manager on 1 April 2013. This has centred on three key elements:
• moving the Company away from deep-value investing and to focus all new investment on good-quality specialist and alternative asset funds which Henderson believes are capable of delivering acceptable returns;
• treating all legacy holdings on their individual merits in an effort to protect and maximise shareholder value across a complex and sometimes illiquid legacy portfolio; and
• adopting a transparent and disciplined approach to portfolio construction employing appropriate portfolio risk limits.
The Board supports the strategy outlined above and believes that Henderson is implementing its restructuring plan in a measured and methodical way. Although this means that the required changes to the Company's portfolio will not be fully complete for a further 18 months or so, the Board believes that the restructuring process will ultimately lead to a significant and sustainable improvement in the Company's long-term performance.
Dividend
Following the decision - announced in 2013 - of pursuing a more progressive dividend policy, the Company's recent investments have delivered a far higher investment income in the last year. Consequently, the board is proposing an increased dividend this year, 3.0p per share for 2014 (compared with 1.5p for 2013).
Board Changes
Peter Hulse retired as a Director at the AGM held in February 2014 and Shane Ross resigned as a Director and Chairman earlier this month. Daniel Hodson, Senior Independent Director and Audit Committee Chairman will step down from the Board at the conclusion of the AGM in December. On behalf of the Company I should like to thank Peter, Shane and Daniel for their many years' service as Directors, in particular during the recent difficult period of change when they put in weeks of work and travel way beyond the normal demands made of non-executive directors.
Graham Oldroyd will be appointed Chairman of the Audit Committee following Daniel Hodson retiring from the Board.
Tender Offers
The Board remains concerned at the consistently stubborn discount of the share price to net asset value. At the year end, the discount stood at 14.1%. We believe there are realistic prospects of a narrower discount bearing in mind imminent changes in the portfolio aimed at an improved performance and the knowledge that our new Managers are still only part way through their restructuring programme.
Nevertheless, in the meantime we are giving shareholders the chance to benefit from a tender offer for up to 10% of the outstanding shares of the Company at a discount of 2% to net asset value less costs. The cash provided for this offer has already been generated by Henderson from the portfolio inherited in April 2013. This offer will be followed by a second tender offer for 10% of the Company's shares expected to be at a discount of 5% to net asset value per share, but only if the Company's shares have traded at an average discount wider than 10% during the twelve months to 30 September 2016. These tender offers will be conditional upon the passing of the continuation vote in December 2014. Full details of the first tender offer will be announced next week when the tender offer documentation will be despatched to shareholders along with the Annual Report.
Overall the Board believes that these tender offer proposals strike the right balance between responding to the Company's wide discount, preserving sufficient scale for the Company and leaving Henderson with adequate resources and flexibility to complete the reshaping of the Company's investment portfolio over the longer term.
Continuation Vote
The Company's performance still leaves room for improvement but we are cognisant that the Company remains in a period of transition following the appointment of Henderson to manage the Company's portfolio. In accordance with the Company's Articles of Association and as previously indicated to shareholders, we are proposing a continuation vote as an ordinary resolution at the AGM in December 2014.
The Board is unanimously recommending that shareholders vote in favour of this resolution. In reaching its recommendation the Board has considered a number of factors including: the Company's performance, the Managers' strategy for dealing with legacy issues, the discount at which the shares have been trading and the prospects for improvement in the rating of the shares in future, whilst recognising the benefits of a closed-ended structure to the effective execution of the Company's declared investment strategy.
At the same time, your Board has carried out a detailed review of the possible impact of the level of liquidity of the Company's underlying holdings were Henderson Value Trust to be discontinued. Our consideration has taken into account a number of factors including, being in a forced seller situation, the nature and illiquidity of certain investments in the portfolio, the length of time it would take to achieve a reasonable return for shareholders in securing realisations closer to net asset value together with potential volatility in future market conditions. Given the uncertainties and difficulties in undertaking such a realisation exercise and the Directors' belief that the Company will achieve a sustainable performance over the longer term that meets shareholder expectations, your Directors are of the unanimous view that the Company should continue. In accordance with the Articles of Association a further continuation vote will be put forward at the AGM to be held in respect of the financial year ending 30 September 2017 and at every third AGM thereafter.
I am delighted to have been appointed Chairman of your Company and to be leading a newly invigorated Board of Directors who have every confidence that Henderson Value Trust will achieve over the longer term a sustainable performance to satisfy the expectations of our shareholders. The future for Henderson Value Trust is now brighter than at any time in recent years.
Richard Gubbins
Chairman
FUND MANAGERS' REPORT
Key Achievements
The 30 September 2014 year-end marked 18 months since Henderson became the Company's Investment Manager and began the restructuring of the Company's investment portfolio.
We are now approximately half-way through the restructuring process which we estimate will take another 18 months to complete. This timeframe reflects that we are continuing with our strategy to pursue a measured approach to protecting and realising value from the Company's legacy portfolio. In addition, we are being disciplined in selecting only new investments which we believe meet our strict quality and target return thresholds.
Our key achievements to date during this 18 month period are outlined below.
• The Company's investment focus has been moved away from deep-value investing to an emphasis on building a portfolio of good-quality specialist and alternative asset funds.
• We have developed clear plans for all of the Company's legacy investments and also for long-term portfolio construction.
• Revised portfolio risk limits have been put in place and approved by shareholders.
• £45.5 million has been generated from the Company's legacy portfolio and £52.5 million has been invested by Henderson. At the year-end Henderson's selections represented 41% of the Company's total investments of £119.9 million and were performing satisfactorily.
• The Company's NAV and share price total returns have remained relatively stable during this period of major transition, despite a number of significant headwinds.
• Our marketing efforts have enabled us to start the process of rebuilding investor confidence and to raise the Company's market profile.
• We have increased the cash yield from the Company's investment portfolio in order to facilitate a significant and sustainable increase in the Company's level of dividend.
Although there is still much work to be done, we are becoming increasingly confident about the Company's prospects. We believe strongly that our focus on constructing a portfolio of good-quality specialist and alternative asset funds is laying the foundation for a significant improvement in the Company's performance.
Continuation Vote
The prospect of stronger performance, combined with the well-balanced tender offer proposals outlined in the Chairman's Statement should, we hope, persuade shareholders to vote in favour of the Company's continuation for a further three years at the Company's AGM in December. This will give us time to complete our restructuring of the Company's investment portfolio and to demonstrate that the Company's rare and differentiated investment mandate is once again capable of delivering strong growth for investors.
Performance during the Financial Year - ended 30 September 2014
The Company delivered positive share price and NAV total returns of 3.0% and 1.6% respectively during the financial year. Although these were still well below the 11.9% delivered by the FTSE World Index benchmark, they were achieved despite the fact that our restructuring of the Company's investment portfolio is still work-in-progress.
The Company also faced some significant headwinds during the period. These included the strength of sterling and the underperformance of emerging markets compared with their developed counterparts. The Company's portfolio continues to contain a significant emerging market weighting whereas its benchmark is biased towards developed markets.
In addition, a number of the Company's holdings, both new and legacy, have a relatively low market beta with their performance being driven mainly by specific fund or sector issues rather than market movements. As a result, such holdings may not perform in line with markets in the short-term, but should have the potential to outperform over the longer-term, if they are of sufficient quality.
Finally, several funds purchased by Henderson during the year were themselves still deploying capital and had not yet achieved their full target returns.
Discount
The Company saw a modest narrowing of its year-end share price discount to NAV per share from 15.6% to 14.1%. Whilst this improvement is welcome, the discount remains too high. Ultimately, it is improved investment performance and stronger demand for the Company's shares that will most likely lead to a sustained narrowing of the discount. In the meantime, we believe that the tender offer proposals outlined in the Chairman's Statement demonstrate the Board's determination to address this issue proactively.
Contribution Analysis
The tables below show the five top and bottom contributors to the gross total return of the Company's investment portfolio (including cash and cash equivalents) during the financial year.
Top Five Contributors | Average weight % | Contribution % |
Oryx International Growth Fund Limited | 5.05 | 0.61 |
Ecofin Water and Power Opportunities plc | 1.92 | 0.59 |
SW Mitchell Small Cap European Fund | 2.18 | 0.59 |
NB Private Equity Partners Limited | 1.78 | 0.56 |
Value Partners China Greenchip Limited | 3.89 | 0.46 |
Bottom Five Contributors | Average weight % | Contribution % |
Baring Vostok Investments Limited cell | 3.12 | -0.73 |
iO Adria Limited | 0.53 | -0.52 |
International Oil & Gas Technology Limited | 0.75 | -0.40 |
Denholm Hall Russia Arbitrage Fund B - Inv | 0.61 | -0.31 |
BlackRock World Mining Trust plc | 4.04 | -0.25 |
Source: Henderson
The top five contributors included two of our preferred legacy holdings, Oryx International Growth Fund Limited and the long/short SW Mitchell Small Cap European Fund, both of which delivered good returns as the UK and European small cap sectors performed well during the period. Ecofin Water and Power Opportunities plc, an investor in utility and utility-related companies, benefited from good NAV growth and improved governance. NB Private Equity Partners Limited, one of Henderson's new selections, also performed well as parts of the private equity sector continued to produce attractive returns. Finally, Value Partners China Greenchip Limited, a fund which invests in Hong Kong and Chinese listed growth stocks, and one of the Company's longest-standing investments, managed once again to deliver an attractive return.
The bottom five contributors, all of which were legacy holdings, were headed by Baring Vostok Investments Limited cell, a Channel Islands listed vehicle whose sole asset is a holding in Yandex Inc., the NASDAQ-listed Russian internet search engine. Yandex Inc. has, like most Russian investments, been volatile during 2014. It should, however, be noted that the company's trading performance continues to be robust and its stock price at the time of writing is still higher than on 1 April 2013. iO Adria Limited, a very illiquid Croatian real estate fund listed in Bermuda, finally lost its battle to restructure its bank debt and its relatively small remaining value was marked-down to zero. International Oil & Gas Technology Limited, a highly illiquid UK-listed investor in companies with technologies which improve productivity in the oil and gas sector, had a torrid year and required further funding to enable it to continue with the realisation of its remaining portfolio of three companies. The Company subscribed £0.1 million to the fund-raising. Denholm Hall Russia Arbitrage Fund B - Investment, an illiquid holding invested in a poor performing portfolio of property-related assets in Russia, continued to suffer NAV erosion. Finally, BlackRock World Mining Trust plc suffered as a result of uncertainty in the mining sector.
Overall, investments made by Henderson since becoming the Company's investment manager contributed 2.3% to the Company's gross total return during the financial year ended 30 September 2014. This compared with 0.0% (zero) from the Company's remaining legacy holdings.
Portfolio Construction
At the year-end the Company held 58 investments. When fully restructured, the Company's investment portfolio will contain approximately 40 high-conviction holdings held across two tranches of "core" and "tactical" selections. Core holdings will comprise around 75% of portfolio value and will be a mixture of listed and unlisted stocks with an emphasis on a bottom-up selection process. They will typically be held for an average of three years. The rest of the portfolio will contain tactical investments. They will be mainly listed and will be held for shorter periods to take advantage of particular special situations or sector-specific opportunities. In all cases investments will be required to satisfy our due diligence process in relation to quality and projected levels of financial return.
At the year-end the Company's portfolio construction could be summarised as follows:
CORE TRANCHE (Guideline 75%) | TACTICAL TRANCHE (Guideline 25%) | REALISATION TRANCHE | |
Listed and Unlisted | Mainly Listed | Listed and Unlisted | |
25 Holdings | 13 Holdings | 20 Holdings | |
70% of Total | 16% of Total | 14% of Total | |
Investments | Investments | Investments | |
Value: £84.2m | Value: £18.5m | Value: £17.2m |
Source: Henderson
During the year our new purchase programme continued to focus on developing the listed part of the Company's core portfolio tranche. At the year end the core portfolio contained a total of 25 investments with a value of £84.2 million representing 70% of total investments. 16 of these were Henderson selections along with nine legacy holdings. Some of the new purchases are described in more later in this report. More changes are still needed, but this part of the portfolio is now relatively stable.
By contrast, the 13 investments held in the tactical tranche of the portfolio at the year-end were all legacy holdings earmarked for disposal at some point over the next 18 months. The tactical tranche is therefore currently a holding-pen as we seek to maximise value for these investments which, at the year-end, had a value of £18.5 million, or 16% of total investments.
At the year-end the investment portfolio also contained a further 20 legacy holdings that are in some form of realisation process, a number of which are relatively illiquid, This self-liquidating tranche of the Company's portfolio had a year-end value of £17.2 million, or 14% of total investments. Most of these holdings are of acceptable quality and, we believe, over the next 18 months, have the potential to generate cash proceeds slightly above their combined carrying value.
We therefore expect that the existing tactical tranche of the portfolio combined with investments currently in their own realisation process are capable of generating cash of around £40 million over the next 18 months. This, together with the £16.4 million of freely accessible cash and cash equivalents already held by the Company at the year-end, will provide the funding for the completion of our portfolio restructuring and for any tender offers.
Portfolio Activity
Purchases
The first of our two key priorities outlined in last year's annual report was to continue to deploy the Company's capital in a measured way into good-quality specialist and alternative asset funds across the Company's five target investment areas. These are funds focused on specialist sectors and geographies or else the private equity, hedge or property markets.
We invested a total of £31.6 million during the year. This was spread across seven completely new holdings, five additions to previous Henderson selections and two modest investments in legacy holdings.
Our investment activity was centred mainly on certain specialist sectors which we believe offered compelling risk-adjusted returns. These included the credit sector where we invested in funds focused on secured loans, distressed debt and property lending. There were also attractive opportunities in the renewable energy sector. In addition, we invested in one high quality long/short European equity hedge fund in order to start rebuilding the Company's hedge fund sleeve. Some of the specific investment highlights during the year are described below.
In the credit fund arena we invested £4.0 million into Blackstone/ GSO Loan Financing Limited, a UK-listed vehicle with an experienced and market-leading manager focused on the European secured loans market. We increased our position in the UK-listed NB Distressed Debt Investment Fund Limited by investing £5.0 million in its new Global Share class which is targeting distressed debt opportunities in Europe, Australia and the US. We also added £1.6 million to our holding in Real Estate Credit Investments PCC Limited, a UK-listed vehicle focused increasingly on UK property direct lending opportunities where traditional bank funding is now much harder to obtain.
In the renewable energy sector we added £0.6 million to our position in The Renewables Infrastructure Group Limited, a UK-listed fund with a high-quality portfolio of fully operational, cash generative wind and solar projects in the UK and France. We also made a €7.5 million commitment to Renewable Energy and Infrastructure Fund II, an unlisted fund with a mandate to develop a diversified portfolio of renewable energy projects across Europe. The managers of both these funds have extensive and successful experience of the renewable energy sector.
We invested £5.0 million in BlackRock European Hedge Fund Limited while it was briefly re-opened to investors during the summer. The fund has a strong track record and its long/short mandate provides scope for good performance in all market conditions.
It should be noted that nearly all of our investment activity during the year was focused on increasing the quality of the core tranche of the Company's investment portfolio (see Portfolio Construction). We did, however, make one of our own tactical tranche investments during the year. This was a £2.3 million investment in BlackRock Latin American Investment Trust plc which was purchased to take advantage of what we believed to be oversold Latin American markets at the end of 2013. We subsequently exited this investment in September 2014 having achieved our target return.
Sales, Redemptions and Capital Returns
£24.5 million of cash was generated from the legacy portfolio during the year through over 50 separate events including sales, redemptions and capital returns.
In some cases disposals followed periods of good share performance from holdings which would not, longer-term, form part of the Company's core portfolio. A good example of this was Northern
Investors Company plc, a UK-listed private equity fund focused on small and medium sized businesses in northern England. This fund adopted a realisation strategy in 2011 which has to date been executed well leading to significant returns of cash. The resulting narrowing of the fund's discount created an attractive exit point generating a total of £2.1 million for the Company. Other UK-listed investments sold following good performance were Crystal Amber Fund Limited (£1.8 million) and Jupiter European Opportunities Trust plc (£2.1 million), a CFD holding.
We also sought opportunities to reduce certain illiquid legacy investments which, although of longer-term core tranche quality, were too large a part of the portfolio. For example, we found £3.3 million of market liquidity for the Company's successful investment in Oryx International Growth Fund Limited, a UK-listed activist investor in UK and US small cap companies. As a result, this holding represented a more comfortable 4.6% of the Company's total investments at the year-end compared with 6.8% the year before.
Less positively, it was necessary to sell several legacy holdings which we believed had uncertain or deteriorating prospects. For example, we disposed of the Company's entire holding in Baker Steel Resources Trust plc, a UK-listed investor in early-stage natural resource companies, for £0.7 million. This followed a period of poor NAV performance and reflected our concerns regarding the outlook for some of the fund's investee companies. In view of the uncertainties created by the situation in the Ukraine, we also exited the Company's investment in JP Morgan Russian Securities plc, a CFD holding. This realised £0.5 million as we sought to reduce exposure to Russia, one of the largest geographic weightings in the Company's legacy portfolio. This sale, combined with capital returns from Prosperity Voshkod Fund Limited and Baring Vostok Investments Limited cell, helped us to manage Russian exposure down to 10% of the Company's total investments at the year-end compared with 14% the previous year.
We also received a steady flow of cash from investments that are in some form of realisation process. Although this self-liquidating tranche of the Company's portfolio comprises relatively illiquid holdings, investment quality is generally acceptable. Two unlisted funds performed particularly well following successful exits from their own investments. These were Century Capital Partners IV, L.P. (private equity in US financial services) and Zouk Solar Opportunities Limited (UK and Italian solar parks). These funds produced combined cash proceeds of £3.8 million.
Marketing Activities
The second of our two key priorities outlined in last year's annual report was to increase significantly our marketing activities to generate renewed interest in the Company's shares. This process began in earnest at the start of the calendar year, by which time we had refocused the Company's investment strategy on quality rather than deep-value investing, adopted a preferred portfolio construction, put in place revised portfolio risk limits and made a number of initial investments and disposals.
Our marketing efforts have taken several forms. A significant number of meetings and calls have been held with existing, previous and potential shareholders. We have also obtained a good level of national and trade media coverage and have communicated regularly with the market through the Company's Henderson sponsored website. As a result of these efforts it has been pleasing to see some buying interest despite the fact that the Company is going through a major portfolio restructuring. More generally, we have managed to increase the market's level of awareness regarding the changes at the Company. On the assumption that the continuation vote is passed, we will renew our marketing efforts early in 2015.
Dividend
In last year's annual report we mentioned that a number of our initial new investment selections would increase the level of cash yield from the Company's portfolio and that this would help to facilitate the development of a more progressive dividend policy. During the financial year ended 30 September 2014 we continued to seek new investments with attractive income characteristics. As a result, the Board has been able to announce a dividend of 3.0p per share compared with last year's 1.5p, an increase of 100%. Although the Company will continue to seek most of its total return from capital growth, we do believe shareholders have welcomed our successful initiative to increase the cash component of the Company's total return.
Outlook
At the time of writing world equity markets have just experienced another period of nervousness regarding levels of global growth. Although the US and UK economies are performing reasonably well, doubts over the Eurozone and China combined with a degree of geopolitical instability have increased short-term concerns amongst investors.
Although these macro-economic issues influence our thinking to some degree, they are not our main focus. We are not "top-down" asset allocators. Our job is to construct a portfolio of specialist and alternative asset funds which, over the longer-term, can consistently outperform our mainly developed world equity market benchmark. Building such a portfolio is largely a "bottom-up" exercise, identifying managers who have particular expertise in specialist markets or sectors. In addition, it is imperative that we focus on funds with good quality assets, by which we mean assets with genuine growth and income potential and, ideally, good defensive characteristics. Our due diligence processes for fund selection are therefore key to the Company's long-term success, and we will not compromise on our quality, entry price and target return requirements.
We are becoming increasingly positive about the outlook for the Company for a number of reasons. For example, our new purchases are performing satisfactorily even though, in some cases, they have yet to complete their own capital deployment programmes and are therefore not yet contributing their full target return. We also continue to identify a good flow of new investment opportunities and have made three more good-quality investments in the private equity, hedge fund and property sectors since the year-end. The legacy portfolio is generating good levels of cash flow for redeployment in higher-quality funds and also to finance the proposed cash returns to shareholders. Finally, the Company's dividend has been increased significantly.
We are now half-way through our restructuring of the Company's investment portfolio. We have a clear strategy and are endeavouring to build a good-quality portfolio. We hope that shareholders will vote to give us the opportunity to "finish the job" by voting in favour of the Company's continuation this December.
Ian Barrass and James de Bunsen
Fund Managers
INVESTMENT PORTFOLIO
Market Value | Portfolio |
| ||||||
Investments (excluding CFDs) | Focus | £'000 | % |
| ||||
| ||||||||
Value Partners China Greenchip Limited3 | Specialist Geography | 6,002 | 5.0 |
| ||||
Oryx International Growth Fund Limited2 | Specialist Sector | 5,480 | 4.6 |
| ||||
Baring Vostok Investments Limited core1 | Private Equity | 5,394 | 4.5 |
| ||||
BlackRock European Hedge Fund Limited3 | Hedge | 5,057 | 4.2 |
| ||||
BlackRock World Mining Trust plc2 | Specialist Sector | 5,041 | 4.2 |
| ||||
NB Distressed Debt Investment Fund Limited - Global Shares2 | Specialist Sector | 5,001 | 4.2 |
| ||||
Polar Capital Global Financials Trust plc2 | Specialist Sector | 4,930 | 4.1 |
| ||||
Weiss Korea Opportunity Fund Limited2 | Specialist Geography | 4,277 | 3.6 |
| ||||
Eurovestech plc1 | Private Equity | 4,100 | 3.4 |
| ||||
Blackstone/GSO Loan Financing Limited2 | Specialist Sector | 3,974 | 3.3 |
| ||||
Ten largest | 49,256 | 41.1 |
| |||||
SW Mitchell Small Cap European Fund3 | Hedge | 3,794 | 3.2 |
| ||||
Metage Emerging Markets Opportunities Fund3 | Hedge | 3,733 | 3.1 |
| ||||
CEIBA Investments Limited4 | Property | 3,512 | 2.9 |
| ||||
Standard Life European Private Equity Trust Plc2 | Private Equity | 3,450 | 2.9 |
| ||||
Firebird Republics Fund Limited3 | Specialist Geography | 3,358 | 2.8 |
| ||||
Chenavari Capital Solutions Limited2 | Specialist Sector | 3,180 | 2.7 |
| ||||
The Renewables Infrastructure Group Limited2 | Specialist Sector | 3,174 | 2.6 |
| ||||
NB Private Equity Partners Limited2 | Private Equity | 3,170 | 2.6 |
| ||||
Prospect Japan Fund Limited2 | Specialist Geography | 3,040 | 2.5 |
| ||||
City Natural Resources High Yield Trust plc2 | Specialist Sector | 2,959 | 2.5 |
| ||||
Twenty largest | 82,626 | 68.9 |
| |||||
Baring Vostok Investments Limited cell1 | Private Equity | 2,927 | 2.4 |
| ||||
Real Estate Credit Investments PCC Limited2 | Specialist Sector | 2,703 | 2.3 |
| ||||
Tetragon Financial Group Limited2 | Specialist Sector | 2,584 | 2.2 |
| ||||
Firebird New Russia Fund Limited3 | Specialist Geography | 2,412 | 2.0 |
| ||||
Blue Capital Global Reinsurance Fund Limited2 | Specialist Sector | 2,408 | 2.0 |
| ||||
NB Distressed Debt Investment Fund Limited - Extended Life Shares2 | Specialist Sector | 2,246 | 1.9 |
| ||||
ASM Asian Recovery Fund4 | Hedge | 2,132 | 1.8 |
| ||||
IP Fund SPC - VBF Segregated Portfolio - Class A3 | Specialist Geography | 2,014 | 1.7 |
| ||||
Century Capital Partners IV L.P. 4 | Private Equity | 1,964 | 1.6 |
| ||||
BP Marsh & Partners plc2 | Private Equity | 1,890 | 1.6 |
| ||||
Thirty largest | 105,906 | 88.4 |
| |||||
IP Fund SPC - VBF Segregated Portfolio - Class C3 | Specialist Geography | 1,368 | 1.1 |
| ||||
Firebird Republics Fund SPV4 | Specialist Geography | 1,291 | 1.1 |
| ||||
Zouk Solar Opportunities Limited4 | Specialist Sector | 1,225 | 1.0 |
| ||||
Amber Trust SCA4 | Private Equity | 1,208 | 1.0 |
| ||||
Prosperity Voskhod Fund Limited4 | Specialist Geography | 1,165 | 1.0 |
| ||||
South African Property Opportunities plc2 | Property | 1,094 | 0.9 |
| ||||
EPE Special Opportunities plc - CULS1 | Private Equity | 980 | 0.8 |
| ||||
Ludgate Environmental Fund Limited2 | Specialist Sector | 972 | 0.8 |
| ||||
EPE Special Opportunities plc - Ordinary2 | Private Equity | 686 | 0.6 |
| ||||
Acheron Portfolio Corporation - A Shares1 | Specialist Sector | 532 | 0.4 |
| ||||
Forty largest | 116,427 | 97.1 |
| |||||
|
| |||||||
Market Value | Portfolio |
| ||||||
Investments (excluding CFDs) | Focus | £'000 | % |
| ||||
International Oil & Gas Technology Limited2 | Specialist Sector | 478 | 0.4 |
| ||||
Steel Partners China Access I L.P. 4 | Private Equity | 411 | 0.3 |
| ||||
Denholm Hall Russia Arbitrage Fund B - Investment4 | Hedge | 405 | 0.3 |
| ||||
Forterra Trust2 | Property | 394 | 0.3 |
| ||||
Renewable Energy and Infrastructure Fund II4 | Specialist Sector | 355 | 0.3 |
| ||||
Armadillo Investments Limited4 | Liquidation | 152 | 0.1 |
| ||||
Denholm Hall Russia Arbitrage Fund B - Redemption4 | Hedge | 96 | 0.1 |
| ||||
Geiger Counter Limited2 | Specialist Sector | 80 | 0.1 |
| ||||
Value Catalyst Fund Limited4 | Specialist Sector | 75 | 0.1 |
| ||||
Strathdon Investments plc4 | Specialist Sector | 67 | 0.1 |
| ||||
Fifty largest | 118,940 | 99.2 |
| |||||
Polar Capital Global Financials Trust plc - Subscription Shares2 | Specialist Sector | 53 | 0.0 |
| ||||
Low Carbon Accelerator Limited4 | Liquidation | 36 | 0.0 |
| ||||
China CDM Exchange Centre Limited1 | Specialist Sector | 1 | 0.0 |
| ||||
iO Adria Limited1 | Property | 0 | 0.0 |
| ||||
Buena Vista Latin America Fund Limited4 | Property | 0 | 0.0 |
| ||||
Thompson Clive Investments plc4 | Liquidation | 0 | 0.0 |
| ||||
Buena Vista Latin America Limited - CULS4 | Property | 0 | 0.0 |
| ||||
Total Investments (excluding CFDs) | 119,030 | 99.2 |
| |||||
| ||||||||
CFD Investments | Focus | Gross market exposure | Fair value of CFD | Portfolio | ||||
Ecofin Water and Power Opportunities plc2 | Specialist Sector | £'000 | £'000 | % | ||||
3,427 | 903 | 0.8 | ||||||
Total Investments | 119,933 | 100.0 | ||||||
1 Listed on Minor Market | ||||||||
2 Listed on Major market | ||||||||
3 Unlisted investment - with redemption rights | ||||||||
4 Unlisted investment - without redemption rights | ||||||||
1 Minor market includes: Luxembourg Stock Exchange, Channel Islands Stock Exchange, Bermuda Stock Exchange, ISDX and LMMX
2 Major market includes: London Stock Exchange (full listing & AIM), Euronext and Singapore Stock Exchange | ||||||||
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks facing the Company are market related and include market price, foreign exchange, interest rate, liquidity and credit risk.
Market risk exists where there are changes in share prices, equity valuations, interest rates and the liquidity of financial instruments. The Company addresses this risk by owning a diversified portfolio of investments covering a range of market capitalisation, sectors and geographic regions. Market price risk management is part of the Company management process and is typical of equity related investment. The portfolio is managed so as to minimise the effects of adverse price movements and results from detailed and continuing analysis with an objective of maximising overall returns to shareholders.
Liquidity risk exists where the Company is a forced seller of its investments at times where there may not be sufficient demand for these assets. Although some holdings are unlisted or trade on illiquid markets and are by their nature less liquid than larger companies, the Company maintains a long term investment view and is rarely required to sell its investments in a forced manner. In addition, the Company maintains an overdraft facility to ensure that the Company is not a forced seller of its investments.
Interest rate risk exists where the returns generated from the investments are less than the cost of borrowing. This risk has been mitigated by operating with a relatively small level of gearing at most times. The level will only be increased where an opportunity exists to add to net asset value performance.
Credit risk exists where a counterparty fails to discharge an obligation or commitment entered into with the Company. Henderson monitor counterparty risk as part of the overall investment management process. This risk is reduced by using counterparties that are substantial, well financed organisations which are reviewed on a regular basis. Most investment transactions are conducted on-market and are delivery versus payment. The Company's principal counterparties are bankers State Street, money market funds provider Deutsche Bank and CFD provider UBS. Henderson only use for trade execution broker organisations that are authorised by the Financial Conduct Authority.
Some of the Company's investments are in funds, some of which are unquoted, exposed to less developed markets and may be seen as carrying a higher degree of risk. The Board believe that these risks are mitigated through portfolio diversification, in-depth analysis, and the experience of Henderson and a rigorous internal control culture. The use of CFDs involves counterparty risk exposure. Additional risks faced by the Company are summarised below:
Investment Strategy
The performance of the portfolio may not match the performance of the benchmark through divergent geographic, sector or stock selection. In addition, the Company may be affected by economic conditions. Henderson has a clearly defined investment philosophy and manages a broadly diversified portfolio to mitigate this risk.
Discount
The level of the discount varies depending upon performance, market sentiment and investor appetite. The Company has the ability to issue and purchase its own shares which can reduce discount volatility.
Regulatory/Operational
Failure to comply with applicable legal and regulatory requirements could lead to a suspension of the Company's shares, fines or a qualified audit report. A breach of Section 1158 of the Corporation Tax Act 2010 could lead to the Company being subject to corporation tax on realised capital gains. Failure of Henderson or third party service providers could prevent accurate reporting and monitoring of the Company's financial position. The Board regularly considers the risks associated with the Company and receives both formal and regular reports from Henderson and third party service providers addressing these risks.
STATEMENT OF DIRECTORS' RESPONSIBILITIES (UNDER DTR 4.1.12)
Each of the Directors confirms that, to the best of their knowledge:
· the financial statements, which have been prepared in accordance with 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 profit 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.
The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
For and on behalf of the Board
Richard Gubbins
Chairman
INCOME STATEMENT
Year ended 30 September 2014 | Year ended 30 September 2013 | |||||
| Revenue return £'000 | Capital return £'000 |
Total £'000 | Revenue return £'000 | Capital return £'000 |
Total £'000 |
Net gains on investments at fair value through profit or loss | - | 1,105 | 1,105 | - | 6,347 | 6,347 |
Exchange differences | - | (147) | (147) | - | 49 | 49 |
Net gains on investments | - | 958 | 958 | - | 6,396 | 6,396 |
Investment income | 2,129 | - | 2,129 | 1,214 | - | 1,214 |
Investment management fees | (98) | (879) | (977) | (82) | (735) | (817) |
Other expenses | (327) | (45) | (372) | (687) | (56) | (743) |
Net return before interest and taxation | 1,704 | 34 | 1,738 | 445 | 5,605 | 6,050 |
Finance costs - interest | (19) | (175) | (194) | (34) | (310) | (344) |
Net return/(loss) on ordinary activities before taxation | 1,685 | (141) | 1,544 | 411 | 5,295 | 5,706 |
Taxation | - | - | - | (6) | - | (6) |
Net return/(loss) on ordinary activities after taxation | 1,685 | (141) | 1,544 | 405 | 5,295 | 5,700 |
Return/(loss) per ordinary share | 3.53p | (0.30)p | 3.23p | 0.85p | 11.07p | 11.92p |
The total column of this statement represents the income statement of the Company.
The Company had no recognised gains or losses other than those recognised in the Income Statement.
No operations were acquired or discontinued in the year.
All revenue and capital items in the above statement derive from continuing operations.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Year ended 30 September 2014 | ||||||||||
Share capital £'000 |
Share premium £'000 | Capital redemption reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total £'000 | |||||
Balance at 1 October 2013 | 11,938 | 10,966 | 6,515 | 108,430 | 731 | 138,580 | ||||
Return attributable to shareholders | - | - | - | (141) | 1,685 | 1,544 | ||||
Ordinary dividends | - | - | - | - | (716) | (716) | ||||
Balance at 30 September 2014 | 11,938 | 10,966 | 6,515 | 108,289 | 1,700 | 139,408 | ||||
Year ended 30 September 2013 | ||||||||||
Share capital £'000 |
Share premium £'000 | Capital redemption reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total £'000 | |||||
Balance at 1 October 2012 | 12,093 | 10,966 | 6,360 | 104,501 | 1,281 | 135,201 | ||||
Return attributable to shareholders | - | - | - | 5,295 | 405 | 5,700 | ||||
Ordinary dividends | - | - | - | - | (955) | (955) | ||||
Cancellation of treasury shares | (14) | - | 14 | - | - | - | ||||
Share buy backs | (141) | - | 141 | (1,366) | - | (1,366) | ||||
Balance at 30 September 2013 | 11,938 | 10,966 | 6,515 | 108,430 | 731 | 138,580 | ||||
BALANCE SHEET
2014 £'000 | 2013 £'000 | |
Fixed Assets | ||
Investments at fair value through profit or loss | 119,933 | 119,191 |
Current assets | ||
Debtors | 1,037 | 26 |
Money market funds | 16,250 | 11,672 |
Cash at bank | 129 | 1,381 |
Cash held as CFD margin deposit | 2,641 | 8,773 |
Total current assets | 20,057 | 21,852 |
Creditors: amounts falling due within one year | (582) | (2,463) |
Net current assets | 19,475 | 19,389 |
Total assets less current liabilities | 139,408 | 138,580 |
Capital and reserves | ||
Called up share capital | 11,938 | 11,938 |
Share premium | 10,966 | 10,966 |
Capital redemption reserve | 6,515 | 6,515 |
Capital reserve | 108,289 | 108,430 |
Revenue reserve | 1,700 | 731 |
Total equity shareholders' funds | 139,408 | 138,580 |
Net asset value per ordinary share (pence) | 291.94 | 290.21 |
CASH FLOW STATEMENT
2014 £'000 | 2013 £'000 | |
Reconciliation of revenue before interest and taxation to net cash flows from operating activities | ||
Net return before interest and taxation | 1,738 | 6,050 |
Net gains on investments | (958) | (6,396) |
Transaction costs | 45 | 56 |
Movement in creditors | 293 | (266) |
Movement in debtors | (47) | (26) |
Net cash inflow/(outflow) from operating activities | 1,071 | (582) |
Returns on investment and servicing of finance | ||
Finance costs paid | (194) | (344) |
Capital expenditure and financial investment | ||
Purchases of fixed asset investments | (31,733) | (29,362) |
Sales of fixed asset investments | 28,913 | 43,546 |
(2,820) | 14,184 | |
Equity dividends paid | (716) | (955) |
Management of liquid resources | ||
Purchases of money market funds | (42,497) | (27,052) |
Sales of money market funds | 37,919 | 15,380 |
Net cash outflow from management of liquid resources | (4,578) | (11,672) |
Net cash (outflow)/inflow before financing | (7,237) | 631 |
Financing | ||
Share buy backs | - | (1,366) |
Decrease in cash | (7,237) | (735) |
Reconciliation of net cash flow to movement in net cash | ||
Movement in cash in the year | (7,237) | (735) |
Net cash at start of the year | 21,826 | 10,840 |
Net change in liquid resources | 4,578 | 11,672 |
Exchange rate differences | (147) | 49 |
Net cash at end of the year | 19,020 | 21,826 |
Net cash at the end of the year comprises cash held at bank of £129,000 (2013: £1,381,000), cash held at UBS related to CFD transactions of £2,641,000 (2013: £8,773,000) and balances held at money market funds of £16,250,000 (2013: £11,672,000).
NOTES TO THE FINANCIAL STATEMENTS
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1 |
Accounting policies | |||||||||
| Basis of preparation The accounts are prepared in accordance with UK Generally Accepted Accounting Practice ('UK GAAP') and with the 2009 Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('SORP'). They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on a going concern basis. The Directors believe this is appropriate for the reasons outlined in the Annual Report.
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2 |
Investment Income | 2014 £'000 | 2013 £'000 | |||||||
| Income from equity shares and securities | ||||||||||
| UK investment income | 684 | 754 | ||||||||
| Overseas income | 1,384 | 444 | ||||||||
| 2,068 | 1,198 | |||||||||
| Other income | ||||||||||
| Interest from money market funds | 32 | 16 | ||||||||
| Bank interest | 27 | - | ||||||||
| Other income | 2 | - | ||||||||
| 61 | 16 | |||||||||
| Total income | 2,129 | 1,214 | ||||||||
|
3 |
Investment Management Fees |
|
2014 £'000 |
2013 £'000 | ||||||
| Revenue | ||||||||||
| Investment management fee | 98 | 82 | ||||||||
| |||||||||||
| Capital | ||||||||||
| Investment management fee | 879 | 735 | ||||||||
| |||||||||||
| Total | 977 | 817 | ||||||||
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2014 | 2013 | ||||||||||
4 | Taxation | £'000 | £'000 | ||||||||
Net return on ordinary activities before taxation | 1,544 | 5,706 | |||||||||
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences are noted below: | |||||||||||
Corporation tax 22% (2013 - 23.5%) | 340 | 1,341 | |||||||||
Non-taxable dividends | (399) | (189) | |||||||||
Non-taxable gains on investments | (201) | (1,490) | |||||||||
Gains on disposal of non-qualifying offshore funds | 8 | - | |||||||||
Write-off of withholding tax no longer reclaimable | - | 6 | |||||||||
Movement in unutilised management expenses | 252 | 338 | |||||||||
Total taxation charge for the year | - | 6 | |||||||||
The Company is subject to taxation on gains arising from the realisation of investments in non-qualifying offshore funds but is otherwise exempt from taxation on chargeable gains. Excess management expenses are available to be offset against future taxable profits including any profits on the disposal of interests in non-qualifying offshore funds. The position as at the year end is as follows:
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2014 | 2013 | ||||||||||
£'000 | £'000 | ||||||||||
Excess management expenses | 11,945 | 19,819 | |||||||||
Unrealised appreciation on non-qualifying offshore funds | (10,791) | (6,174) | |||||||||
Excess management expenses | 1,154 | 13,645 | |||||||||
No deferred tax asset on excess management expenses has been recognised as they are unlikely to be utilised against taxable profits within the foreseeable future. | |||||||||||
5 | Dividends on equity shares | 2014 £'000 | 2013 £'000 |
2013 final dividend paid 1.5p (2012: 2.0p) | 716 | 955 | |
The proposed final dividend of 3.0p per share is subject to shareholder approval at the Annual General Meeting and has not been included as a liability in these financial statements. This dividend of £1,432,000 (2013: £716,000) is the basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the year is £1,685,000 (2013: £405,000).
Subject to approval at the Annual General Meeting, the proposed final dividend of 3.0p per ordinary share will be paid on 13 February 2015 to shareholders on the register of members at the close of business on 30 December 2014.
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6 | Returns/Net asset value per ordinary share | ||
Returns per share are based on a weighted average of 47,751,404 (2013: 47,811,425) ordinary shares in issue during the year.
| |||
Total return per ordinary share is based on the total return for the year of £1,544,000 (2013: £5,700,000).
| |||
Capital loss per ordinary share is based on the net capital loss for the year of £141,000 (2013: return of £5,295,000).
| |||
Revenue return per ordinary share is based on revenue after taxation for the year of £1,685,000 (2013: £405,000).
| |||
The net asset values per share are based on the net assets of £139,408,000 (2013: £138,580,000) divided by the number of shares in issue at the year end of 47,751,404 (2013: 47,751,404). |
7 | Share capital | 2014 £'000 | 2013 £'000 | |||
Allotted, issued and fully paid | ||||||
47,751,404 (2013 - 47,751,404) ordinary 25p shares | 11,938 | 11,938 | ||||
Every shareholder has the right to one vote for each share held. | ||||||
Of the above shares in issue, the movements in the ordinary 25p shares held in treasury were as follows: | ||||||
As at start of year | - | 14 | ||||
Cancelled during the year: | - | (14) | ||||
As at end of year: | - | - | ||||
No shares (2013: 564,142) were bought back for immediate cancellation during the year (2013: cost £1,366,000). During the year ended 30 September 2013 57,924 shares held in treasury were cancelled.
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| 8 | Transactions with the Manager Under the terms of an agreement effective from 22 July 2014 (which replaced the agreement dated 1 March 2013 in order to reflect the appointment of an Alternative Investment Fund Manager in accordance with the Alternative Investment Fund Managers Directive) the Company has appointed subsidiaries of Henderson Group plc ("Henderson") to provide investment management, accounting, secretarial and administration services. Henderson has contracted BNP Paribas Securities Services to provide accounting and administration services.
The total of management fees paid or payable to Henderson under this agreement in respect of the year ended 30 September 2014 was £977,000 (2013: £nil) No investment management fees were charged for the first six months of management). In 2013 £817,000 was paid or payable to SVM Asset Management Limited who managed the portfolio until 31 March 2013. The amount outstanding at 30 September 2014 was £487,000 payable to Henderson (2013: £169,000 payable to SVM Asset Management Limited).
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| 9 | Going Concern Having considered the Company's investment objective, risk management and capital management policies, the nature of the portfolio and expenditure projections, the Directors believe that the Company has adequate resources and an appropriate financial structure in place to continue in operational existence for the foreseeable future. The Board considers that there is reasonable evidence to support continuing to adopt the going concern basis in preparing the financial statements.As discussed in the Chairman's Statement, the combination of visible short-term improvements from the restructured arrangements with a positive long-term outlook for the Company's portfolio gives the Board a reasonable expectation of recommending the Company's continuation to shareholders. For these reasons, they consider that there is reasonable evidence to continue to adopt the going concern basis in preparing the financial statements.
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| 10 | 2014 financial statements | ||||
| The figures and financial information for the year ended 30 September 2014 are compiled from an extract of the latest financial statements of the Company and do not constitute the statutory accounts for that year. Those financial statements included the report of the auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. They have not yet been delivered to the Registrar of Companies.
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| 11 | 2013 financial statements | ||||
| The figures and financial information for the year ended 30 September 2013 are compiled from an extract of the published financial statements of the Company and do not constitute the statutory accounts for that year. Those financial statements have been delivered to the Registrar of Companies and included the report of the auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.
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| 12 | Annual Report and financial statements | ||||
| Copies of the Annual Report for the year ended 30 September 2014 will be posted to shareholders in November and will be available on the Company's website www.hendersonvaluetrust.com or in hard copy from the Corporate Secretary, Henderson Secretarial Services Limited, 201 Bishopsgate, London EC2M 3AE. | |||||
13 | Tender off documentation |
Copies of the tender offer documentation will be posted to shareholders with the Annual Report and will be available on the Company's website www.hendersonvaluetrust.com
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14 | Annual General Meeting |
The Annual General Meeting will be held on Friday 19 December 2014 at 11.00am at 201 Bishopsgate, London EC2M 3AE
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Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
For further information please contact:
Ian Barrass Fund Manager Henderson Value Trust plc Telephone: 020 7818 2964
| James de Sausmarez Head of Investment Trusts Henderson Global Investors Telephone: 020 7818 3349
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James de Bunsen Fund Manager Henderson Value Trust plc Telephone: 020 7818 3869 | Sarah Gibbons-Cook Investor Relations and PR Manager Henderson Global Investors Telephone: 020 7818 3198 |