BlackRock Greater
Europe Investment Trust plc
Annual results
announcement
For the year ended 31 August
2015
Financial Highlights
Attributable to ordinary shareholders |
As at
31 August 2015 |
As at
31 August 2014 |
Change
% |
Assets |
|
|
|
Net asset value per ordinary share –
undiluted |
250.66p |
237.98p |
+5.3 |
– with income reinvested** |
|
|
+7.5 |
Net asset value per ordinary share –
diluted |
250.22p |
237.98p |
+5.1 |
– with income reinvested** |
|
|
+7.3 |
Net assets (£’000)* |
261,459 |
258,987 |
+1.0 |
Ordinary share price
(mid-market) |
244.00p |
228.50p |
+6.8 |
– with income reinvested** |
|
|
+9.1 |
Subscription share price
(mid-market) |
12.63p |
10.00p |
+26.3 |
|
======= |
======= |
====== |
|
For the year ended
31 August 2015 |
For the year ended
31 August 2014 |
Change
% |
Revenue |
|
|
|
Net revenue return after taxation
(£’000) |
5,609 |
4,964 |
+13.0 |
Revenue return per ordinary share –
basic and diluted |
5.28p |
4.59p |
+15.0 |
|
------- |
------- |
------- |
Dividends: |
|
|
|
– Interim |
1.65p |
1.50p |
|
– Final |
3.35p |
3.20p |
|
|
------- |
------- |
------- |
Total dividends paid and
payable |
5.00p |
4.70p |
+6.4 |
|
------- |
------- |
------- |
|
|
|
|
* The change in net
assets reflects the tender offers implemented in the year, market
movements and the exercise of subscription shares.
** Net asset value and share
price performance include the dividend reinvestments. |
Chairman’s statement
Overview
European equities have performed strongly since the beginning of
the year as investor sentiment continued to be buoyed by the
European Central Bank’s (ECB’s) commitment to Quantitative Easing,
recovering economic momentum and a stabilising political backdrop.
The depreciation of the Euro, the weaker oil price and lower
commodity prices also proved a net benefit to the market as
European companies reported an acceleration in earnings growth in
the second quarter reporting season.
Although momentum remained strong in Europe, markets continued to be volatile as
the possibility of a Greek exit from the Eurozone dominated
headlines. Towards the end of the period under review, investors
grew increasingly nervous about a slowdown in China and other emerging markets, prompting
European equities to sell off, although they subsequently
rallied.
Performance
Over the twelve months to 31 August
2015, the Company’s undiluted net asset value (NAV) per
share increased by 7.5%, compared with a rise of 1.3% in the FTSE
World Europe ex UK Index. The share price rose by 9.1% over
the same period. All percentages are calculated in Sterling terms
with income reinvested.
Since the period end to 19 October
2015, the Company’s undiluted NAV per share has increased by
0.7% compared with a rise in the FTSE World Europe ex UK Index of
0.5% over the same period.
Revenue earnings and dividends
The Company’s revenue return per share for the year to
31 August 2015 was 5.28p per share compared with 4.59p per
share for the previous year, representing an increase of 15.0%.
The Board recommends the payment of a final dividend of 3.35p per
share for the year (2014: 3.20p) which, together with the interim
dividend of 1.65p per share (2014: 1.50p), makes a total dividend
of 5.00p per share (2014: 4.70p). The dividend will be paid on
18 December 2015 to shareholders on
the Company’s register on 6 November
2015. The ex-dividend date is 5
November 2015.
Discount Control
The Board has the option to implement a tender in order to assist
in controlling the discount to NAV at which the shares are traded.
In addition, it will consider buying back shares between tenders
when it is considered to be in the interests of shareholders to do
so.
Tender Offers
The Directors exercised their discretion to operate the half yearly
tender offer on 1 June 2015, being
the succeeding business day to 31 May
2015. The offer was for up to 20% of the ordinary shares in
issue (excluding treasury shares) at the prevailing fully diluted
NAV less 2%. Valid tenders for 1,454,802 ordinary shares were
received at a price of 256.66p per ordinary share, representing
1.38% of the ordinary shares in issue. All shares tendered were
purchased by the Company and cancelled. In addition, 72,755
ordinary shares held in treasury were cancelled to maintain
the 5% limit on treasury shares previously set by the Board.
It was announced on 21 September 2015
that the next semi-annual tender offer will take place on
30 November 2015. The tender offer
will be for up to 20% of the ordinary shares in issue (excluding
treasury shares) at the prevailing fully diluted NAV per share
subject to a discount of 2%. A Circular relating to the tender
offer is enclosed with this Annual Report. The Circular will be
available on the BlackRock website at blackrock.co.uk/brge, and
additional copies may be requested from the Company’s
registered office c/o The Secretary, BlackRock Greater Europe
Investment Trust plc, 12 Throgmorton Avenue, London EC2N 2DL.
Resolutions to renew the Company’s semi-annual tender authorities
will be put to shareholders at the forthcoming Annual General
Meeting.
Subscription shares
In the year under review, the Company has issued a total
of 102,670 ordinary shares following the conversion of
subscription shares into ordinary shares. Total proceeds amounted
to £255,000. The Company currently has 104,309,663 ordinary shares
(excluding treasury shares) and 20,545,178 subscription shares
in issue.
Subscription shareholders have three further opportunities
(31 October 2015, 31 January
2016 and 30 April 2016) to
subscribe for all or any of the ordinary shares to which their
subscription shares relate at a price of 248p per ordinary
share.
Audit services
During October, the Company conducted a formal tender process for
its external audit services. The incumbent audit firm Ernst &
Young LLP (EY) was asked to participate in the process along with
three other firms.
EY has acted as the external auditor since the Company’s launch in
2004. The Audit and Management Engagement Committee therefore
considered that it was an appropriate time to conduct a tender
process in keeping with its commitment to best practices in
corporate governance and reporting and following the approval of
new EU regulations on mandatory auditor rotation which will require
the Company to put its audit out to tender every ten years
with mandatory rotation after twenty years.
Following presentations and interviews, it was agreed that the
reappointment of EY was in the best interests of the Company.
Management fee
In April, the Board announced that the Company and the Manager had
agreed revisions to the fees payable to the Manager under the
Investment Management Agreement. Effective 1
September 2015, the performance fee was removed and the
previous arrangements replaced with a base fee of 0.85% of net
asset value.
The Board
After serving as a Director since the launch of the Company,
Gerald Holtham will be retiring at
the conclusion of the forthcoming Annual General Meeting. I would
like to take this opportunity on behalf of your Board to thank
Gerald for his wise counsel and contribution over this period and
wish him every success in the future.
Outlook
Stock markets globally remain caught between concerns about a
Chinese economic slowdown on the one hand, and fears about the path
of U.S. interest rates on the other. Our Managers do not believe,
however, that the current slowdown in China will prompt the start of a global
economic recession and the resulting onset of a bear market.
European equities remain attractive in a global context,
given the competitive position of many exporters after the
weakness of the Euro in recent years. Shares are more reasonably
rated than their U.S. counterparts and the ECB’s policy remains
accommodating. Whilst numerous challenges remain, not least the
political and economic strains of coping with growing numbers of
refugees, the likely path of the region’s economy overall remains
one of continuing growth, helped by lower energy costs and
the favourable exchange rate. Our Portfolio Managers will
continue to focus on selecting attractive growth opportunities in
the wider region, recognising that the volatility of recent months
may well persist.
Annual General Meeting
The Annual General Meeting of the Company will be held at
the offices of BlackRock at 12 Throgmorton Avenue,
London EC2N 2DL on Thursday,
10 December 2015 at 12 noon. As in
previous years, the Portfolio Managers will make a presentation to
shareholders on the Company’s performance and the outlook for the
year ahead.
We, the Directors of your Company, regard the Annual General
Meeting as the most important meeting of the year and
we encourage you to come along. We have considered the
resolutions proposed in the Notice of the Annual General Meeting
and believe that all are in the interests of shareholders as a
whole. We therefore recommend that you vote in favour of each
resolution.
Carol Ferguson
22 October 2015
Strategic report
The Directors present the Strategic Report of the Company for the
year ended 31 August 2015.
Principal Activity
The Company carries on business as an investment trust and its
principal activity is portfolio investment.
Investment Objective
The Company’s objective is the achievement of capital
growth, primarily through investment in a focused portfolio
constructed from a combination of the securities of large, mid and
small capitalisation European companies, together with some
investment in the developing markets of Europe. The Company will also have the
flexibility to invest in any country included in the FTSE World
Europe ex UK Index, as well as the freedom to invest in developing
countries not included in the Index but considered by the Manager
and the Directors as part of greater Europe.
Strategy, Business Model and Investment Policy
The Company’s policy is that the portfolio should consist of
approximately 30-70 securities and the majority of the portfolio
will be invested in larger capitalisation companies, being
companies with a market capitalisation of over €5 billion. Up to
25% may be invested in companies in developing Europe with the flexibility to invest up to 5%
of the portfolio in unquoted investments. However, overall exposure
to developing European companies and unquoted investments together
will not exceed 25% of the Company’s portfolio.
As at 31 August 2015, the Company
held 53 investments and 3.5% of the portfolio was invested in
developing Europe.
The Company had no unquoted investments.
Investment in developing European securities may be either direct
or through other funds, including those managed by BlackRock Fund
Managers Limited, subject to a maximum of 15% of the portfolio.
Direct investment in Russia is
limited to 10% of the Company’s assets. Investments may also
include depositary receipts or similar instruments representing
underlying securities.
The Company also has the flexibility to invest up to 20% of
the portfolio in debt securities, such as convertible bonds
and corporate bonds. No bonds were held at 31 August 2015. The use of any derivative
instruments such as financial futures, options and warrants and the
entering into of stock lending arrangements will only be for the
purposes of efficient portfolio management.
While the Company may hold shares in other investment companies
(including investment trusts), the Board has agreed that the
Company will not invest more than 15%, in aggregate, of its gross
assets in other listed closed-ended investment funds (save to the
extent that such closed-ended investment funds have published
investment policies to invest no more than 15% of their total
assets in such other listed closed ended investment funds).
The Company achieves an appropriate spread of risk by investing in
a diversified portfolio of securities.
The Investment Manager believes that appropriate use of gearing can
add value over time. This gearing typically is in the form of an
overdraft facility which can be repaid at any time. The level and
benefit of any gearing is discussed and agreed regularly by the
Board. The Investment Manager generally aims to be fully invested
and it is anticipated that gearing will not exceed 15% of net asset
value (NAV) at the time of draw down of the relevant borrowings. At
the balance sheet date the Company did not have any net
gearing (2014: nil).
The Directors recognise that it is in the long term interests of
shareholders that shares do not trade at a significant discount to
their prevailing NAV. The Board believes that this may be achieved
through the use of regular tender offers and the use of share buy
back powers. In the year to 31 August
2015, the Company’s share price discount to NAV ranged from
1.3% to 6.8% calculated on an undiluted cum income basis (diluted
NAV: from a discount of 0.4% to a discount of 6.5%
respectively).
Performance
In the year to 31 August 2015, the
Company’s undiluted NAV per share returned +7.5% (compared with a
return in the FTSE World Europe ex UK Index of +1.3%) and the share
price returned +9.1% (all percentages calculated in Sterling terms
with income reinvested).
The Investment Manager’s Report includes a review of the
main developments during the year, together with information on
investment activity within the Company’s portfolio.
Results and dividends
The results for the Company are set out in the Income Statement.
The total profit for the year, after taxation, was £18,958,000
(2014: £11,696,000). The revenue return amounted to £5,609,000
(2014: £4,964,000).
As explained in the Company’s Half Yearly Financial Report, the
Directors declared an interim dividend of 1.65p per share (2014:
1.50p). The Directors recommend the payment of a
final dividend of 3.35p per share making a total dividend of
5.00p per share (2014: 4.70p). Subject to approval at the
forthcoming Annual General Meeting, the dividend will be paid on
18 December 2015 to shareholders on the register of members at
the close of business on 6 November
2015.
Key performance indicators
At each Board meeting, the Directors consider a number of
performance measures to help assess the Company’s success in
achieving its objectives. The key performance indicators (KPIs)
used to measure the progress and performance of the Company
over time and which are comparable to those reported by other
investment trusts are set out below.
|
As at
31 August 2015 |
As at
31 August 2014 |
|
|
|
Net asset value per share –
undiluted |
250.66p |
237.98p |
Net asset value per share –
diluted |
250.22p |
237.98p |
Share price |
244.00p |
228.50p |
Discount to net asset value –
undiluted |
2.7% |
4.0% |
Discount to net asset value –
diluted |
2.5% |
4.0% |
|
======= |
======= |
|
|
|
|
Year ended
31 August 2015 |
Year ended
31 August 2014 |
|
|
|
Revenue return per share –
undiluted |
5.28p |
4.59p |
Ongoing charges* |
0.89% |
0.94% |
Ongoing charges# |
1.22% |
0.94% |
|
--------- |
--------- |
|
|
|
* Ongoing charges (excluding interest
costs and any performance fees, after any relief for taxation) as a
% of average shareholders’ funds.
# Ongoing charges (including any
performance fees but excluding interest costs, after any relief for
taxation) as a % of average shareholders’ funds. |
The Board monitors the above KPIs on a regular basis.
Additionally, it regularly reviews a number of indices and ratios
to understand the impact on the Company’s relative performance of
the various components such as asset allocation and stock
selection. The Board also assesses the Company’s performance
against its peer group of investment trusts with similar investment
objectives.
Principal risks
The key risks faced by the Company are set out below.
The Board regularly reviews and agrees policies for managing
each risk, as summarised below.
• Performance risk – The Board is responsible for deciding
the investment strategy to fulfil the Company’s objective and
monitoring the performance of the Investment Manager.
An inappropriate strategy may lead to underperformance against
the reference index and the Company’s peer group. To manage this
risk the Investment Manager provides an explanation of significant
stock selection decisions and the rationale for the composition of
the investment portfolio. The Board monitors and mandates an
adequate spread of investments, in order to minimise the risks
associated with particular countries or factors specific to
particular sectors, based on the diversification requirements
inherent in the Company’s investment policy. The Board also
receives and reviews regular reports showing an analysis of
the Company’s performance against the FTSE World Europe ex UK Index
and other similar indices. Past performance is not necessarily a
guide to future performance and the value of your investment in the
Company and the income from it can fluctuate as the value of the
underlying investments fluctuate.
• Income/dividend risk – The amount of dividends and future
dividend growth will depend on the Company’s underlying portfolio.
Any change in the tax treatment of the dividends or interest
received by the Company (including as a result of withholding
taxes or exchange controls imposed by jurisdictions in which the
Company invests) may reduce the level of dividends received by
shareholders. The Board monitors this risk through the receipt of
detailed income forecasts and considers the level of income at each
meeting.
• Regulatory risk – The Company operates as an investment
trust in accordance with the requirements of Chapter 4 of Part
24 of the Corporation Tax Act 2010. As such, the Company is exempt
from capital gains tax on the sale of its investments. The
Investment Manager monitors investment movements, the level of
forecast income and expenditure and the amount of proposed
dividends to ensure that the provisions of Chapter 4 of Part 24 of
the Corporation Tax Act 2010 are not breached and the results are
reported to the Board. Following authorisation under the
Alternative Investment Fund Managers’ Directive (AIFMD), the
Company and its appointed Alternative Investment Fund Manager
(AIFM) are subject to the risks that the requirements of this
Directive are not correctly complied with. The Board and the
Manager also monitor changes in government policy and legislation
which may have an impact on the Company.
• Operational risk – In common with most other investment
trust companies, the Company has no employees. The Company
therefore relies upon the services provided by third parties and is
dependent on the control systems of the Manager, BNY Mellon Trust
& Depositary (UK) Limited (the Depositary) and the Bank of New
York Mellon (International) Limited (the administrator), who
maintain the Company’s accounting records. The security of the
Company’s assets, dealing procedures, accounting records and
maintenance of regulatory and legal requirements, depend on the
effective operation of these systems. These have been regularly
tested and monitored throughout the period which is evidenced
through their Service Organisation Control (SOC 1) Reports to
provide assurance regarding the effective operation of internal
controls which are reported on by their service auditors and give
assurance regarding the design and effective operation of controls.
The Board also considers succession arrangements for key employees
of the Manager and the business continuity arrangements for
the Company’s key service providers.
• Market risk – Market risk arises from volatility in the
prices of the Company’s investments. It represents the potential
loss the Company might suffer through holding investments in the
face of negative market movements. In addition, it should be noted
that emerging markets tend to be more volatile than more
established stock markets and therefore present a greater degree of
risk. Changes in general economic and market conditions in certain
countries, such as interest rates, exchange rates, rates of
inflation, industry conditions, competition, political events and
trends, tax laws, national and international conflicts, economic
sanctions and other factors can also substantially and adversely
affect the securities and, as a consequence, the Company’s
prospects and share price. The Board considers asset allocation,
stock selection, unquoted investments and levels of gearing on a
regular basis and has set investment restrictions and guidelines
which are monitored and reported on by the Investment Manager. The
Board monitors the implementation and results of the investment
process with the Investment Manager.
• Financial risk – The Company’s investment activities expose
it to a variety of financial risks that include market risk,
currency risk, interest rate risk, market price risk, liquidity
risk and credit risk. Further details are disclosed in note 18 on
pages 47 to 53 of the Annual Report, together with a summary of the
policies for managing these risks.
• Gearing risk – The Company has the power to borrow money
(gearing) and does so when the Investment Manager is confident that
market conditions and opportunities exist to enhance investment
returns. However, if the investments fall in value, any borrowings
will magnify the extent of this loss. All borrowings require the
approval of the Board and gearing levels are reviewed regularly by
the Board and the Investment Manager.
Future prospects
The Board’s main focus is to achieve capital growth. The future
performance of the Company is dependent upon the success of the
investment strategy and, to a large extent, on the performance of
financial markets. The outlook for the Company in the next twelve
months is discussed in the Investment Manager’s Report and the
Chairman’s Statement.
Social, community and human rights issues
As an investment trust with no employees, the Company has no direct
social or community responsibilities or impact on
the environment. However, the Company believes that it is in
shareholders’ interests to consider human rights issues and
environmental, social and governance factors when selecting and
retaining investments. Details of the Company’s policy on socially
responsible investment are set out on page 27 of the Annual
Report.
Directors, gender representation and employees
The Directors of the Company on 31 August
2015 are set out in the Governance Structure and
Directors’ Biographies on page 15 of the Annual Report. The Board
currently consists of three male Directors and two female
Directors. The Company does not have any employees.
The information set out on pages 9 to 14 of the Annual Report,
including the Investment Manager’s Report, forms part of the
Strategic Report. The Strategic Report was approved by the Board at
its meeting on 22 October
2015.
By order of the Board
BlackRock Investment Management (UK) Limited
Company Secretary
22 October 2015
Related party transactions
BlackRock Fund Managers Limited (BFM) was appointed as
the Company’s AIFM with effect from 2
July 2014, having been authorised as an AIFM by the FCA
on 1 May 2014. The management
contract is terminable by either party on six months’
notice.
BlackRock Investment Management (UK) Limited (BIM (UK)) continues to act as the Company’s
Investment Manager under a delegation agreement with BFM.
BIM (UK) also acted as the Secretary
of the Company throughout the year. Up to and including
31 August 2015, BFM received an
annual fee of 0.70% of market value plus a performance fee of
15% of any outperformance of the FTSE World Europe ex UK Index, up
to a maximum total investment management fee of 1.15% of
performance fee market value. With effect from 1 September 2015, the arrangements have been
replaced with a base fee of 0.85% of net asset value.
Where the Company invests in other investment or cash funds managed
by BIM (UK), any underlying fee
charged is rebated. Fees are adjusted by adding all dividends
declared during the period.
The Company held an investment in BlackRock’s Institutional Cash
Fund – Euro Assets Liquidity of £2,325,000 at 31 August 2015 (2014: £1,023,000).
The Company contributes to a focused investment trust sales and
marketing initiative operated by BIM
(UK) on behalf of the investment trusts under its
management. The Company’s contribution to the consortium element of
the initiative, which enables the trusts to achieve efficiencies by
combining certain sales and marketing activities, represents a
budget of up to 0.03% per annum of its net assets (£246.5
million) as at 31 December 2014 and
this contribution is matched by BIM
(UK). In addition, a budget has been allocated for Company
specific sales and marketing activity. Total fees paid or payable
for these services for the year ended 31 August 2015
amounted to £48,000 (excluding VAT) (2014: £113,000). The purpose
of the programme overall is to ensure effective communication with
existing shareholders and to attract new shareholders to the
Company. This has the benefit of improving liquidity in the
Company’s shares and helps sustain the stock market rating of the
Company.
The Board consists of five non-executive Directors, all of whom are
considered to be independent by the Board. None of the Directors
has a service contract with the Company. The Chairman receives an
annual fee of £33,000, the Chairman of the Audit and Management
Engagement Committee receives an annual fee of £27,500 and each
other Director receives an annual fee of £23,000. Three members of
the Board hold shares in the Company. Carol
Ferguson holds 57,600 ordinary shares, Gerald Holtham holds 13,320 ordinary shares and
Eric Sanderson holds 4,000 ordinary
shares. Davina Curling and
Peter Baxter do not hold any shares
in the Company.
As at 31 August 2015, fees of £11,000 (2014: £9,000) were
outstanding to Directors in respect of their annual fees.
Statement of Directors’ Responsibilities in respect of the
Annual Report and Financial Statements
The Directors are responsible for preparing the Annual 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 that law they
have elected to prepare the financial statements in accordance with
applicable law and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice).
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 as at the end
of each financial year and of the profit or loss of
the Company for that period.
In preparing those financial statements, the Directors are required
to:
• present fairly the financial position, financial
performance and cash flows of the Company;
• select suitable accounting policies in accordance with
United Kingdom Generally Accepted Accounting Practice and then
apply them consistently;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• make judgements and 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 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 Directors are also responsible for preparing the Strategic
Report, the Directors’ Report, the Directors’ Remuneration Report,
the Corporate Governance Statement and the Report of the Audit and
Management Engagement Committee in accordance with the Companies
Act 2006 and applicable regulations, including the requirements of
the Listing Rules and the Disclosure and Transparency Rules. The
Directors have delegated responsibility to the Manager for the
maintenance and integrity of the Company’s corporate and financial
information included on the BlackRock website. Legislation
in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Each of the Directors, whose names are listed on page 15 of the
Annual Report, confirm to the best of their knowledge that:
• the financial statements, prepared in accordance with
applicable accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of
the Company; and
• the Strategic Report contained in the Annual Report
and Financial Statements 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 2012 UK Corporate Governance Code requires Directors
to ensure that the Annual Report and Financial Statements are
fair, balanced and understandable. In order to reach a conclusion
on this matter, the Board has requested that the Audit and
Management Engagement Committee advise on whether it considers that
the Annual Report and Financial Statements fulfils these
requirements. The process by which the Committee has reached these
conclusions is set out in the Audit and Management Engagement
Committee’s Report on pages 29 to 31 of the Annual Report. As a
result, the Board has concluded that the Annual Report for the year
ended 31 August 2015, 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
Carol Ferguson
Chairman
22 October 2015
Investment manager’s report
Market overview
The Company’s net asset value (NAV) and share price both increased
over the last twelve months to 31 August
2015. During the period, the Company’s undiluted NAV
returned +7.5% and the share price +9.1%. By way of comparison,
the FTSE World Europe ex UK Index gained +1.3%.
The Europe ex-UK equity markets
enjoyed a positive return over the year, but the overall return in
Sterling terms was limited by a weak Euro (worth 79 pence at the beginning of the period but only
73 pence by the end). The most
significant driver of markets over the period proved to be the
European Central Bank’s announcement of ‘Quantitative Easing’ in
January via purchases of €60 billion of fixed income purchases per
month from March onwards and lasting until September 2016. This was officially instigated to
stave off fears of deflation but led to both a rise in equity
markets and a weakening of the currency in anticipation of the
increase in the Eurozone money supply. Indeed, by the end of the
first quarter of 2015, the Euro had its largest six month
depreciation against the U.S. Dollar since its creation (the
U.S. Dollar being the most significant cross-exchange rate for the
Euro).
The combination of lower oil prices, a cheaper currency,
lower lending rates and early signs of economic recovery in
the Eurozone (such as an improvement in new car sales)
supported company earnings, with European earnings announcements
for both the first and second quarters of 2015 proving
stronger than those seen in recent years. However, the year was
punctuated by periods of market volatility, especially from April
onwards. The weak oil price (falling by more than 15% in the fourth
quarter of 2014) created significant underperformance for the
energy sector for much of the year, excepting a short-lived rally
early in 2015. In southern Europe,
the rise to power of Syriza in Greece led to worries of a Greek exit
from the Eurozone – fears which appeared concerning to many market
commentators but which we felt had little impact on company cash
flows in the European market overall. Finally, towards the end of
the year, fears of Chinese growth being weaker than expected led to
an 8% market fall in August and greater falls in
commodity–related industries. Overall, therefore, the year was
positive both for markets and for corporate earnings in
Europe but a combination of
extraneous factors and political uncertainty limited the equity
market gains.
Portfolio activity
In this environment, stock selection proved to be a very strong
driver of the portfolio’s performance when compared with the
broader market. The top contributor to performance during the year,
relative to the reference index, was Irish airline Ryanair
which returned 64%. The company increased its full-year net profit
guidance by around 20% after experiencing strong passenger growth
in the latter half of the year. The firm has effectively revamped
its offer to attract customers back and is starting to tackle the
business market by offering an attractively priced business ticket
with flexible fares. Despite external shocks to the travel industry
during the year, ‘Grexit’ fears and the tragic events in
Tunisia, the company saw bookings
for the summer 4% ahead of the previous year. 2016 forward guidance
posted by the company in May suggests a likely continuation of
these positive trends.
Anima Holding was an exceptionally strong performer during the
year, with the share price rising by 92%. The Italian asset manager
has been a beneficiary of the growing contingent of Italian
investors who face historically low yields on traditional income
investments. In this context, Anima has seen strong asset inflows
and increases in management fee margins. They also stand to
benefit from a strategic alliance with Poste Italiane to
distribute their funds into the wider Italian savings market.
Novo Nordisk, a leading franchise for diabetes treatment, also
contributed positively to performance over the year with a share
price return of 33%. The company rallied in March after
resubmitting applications for a key drug in the U.S., suggesting
the likelihood of approval and improved market positioning against
competitors. Additionally, the company is placed to revolutionise
the GLP-1 market with a drug which can help individuals with type 2
diabetes achieve both good glycaemic control and, potentially, a
reduction in the associated weight gain.
The Company’s sector allocation detracted from performance over the
year. Specifically, the decision to have lower exposure to consumer
goods and a higher exposure to industrials caused performance to
suffer somewhat when compared with the broader market. However, the
lower exposure to both the utilities and oil & gas sectors
proved positive for performance, as both sectors have seen negative
returns over the year.
Investments in companies based in Turkey and Russia proved the weakest overall during the
year. The largest detractor from performance in the twelve months
was Halk Bank, falling by 43%. The Turkish market was weak,
particularly towards the end of the year, as negotiations to form a
new government have failed. The election has been rescheduled for
November, increasing political uncertainty. Halk Bank, as well as
its Turkish competitor Garanti Bank, suffered in this sell-off
despite the companies’ consistent record of generating high returns
on equity.
Sberbank of Russia also fell
heavily, along with all Russian assets at the end of 2014,
returning -29% in the period. Investors were concerned about the
impact of the conflict in Ukraine,
the sliding oil price and its impact on the wider economy.
Even though the stock has seen some recovery during the
first half of 2015, it has yet to recoup all of its losses
despite announcing results that were ahead of market
expectations.
At the end of the year the portfolio was particularly weighted
towards positions in the financial, technology, consumer services
and industrials sectors. Exposure to the financial sector increased
throughout as the prospects for selected banks and other
diversified financials improved. The portfolio maintained lower
levels of exposure to oil & gas, materials, utilities and
consumer goods during the year, although investment in the consumer
goods sector increased during the first half of 2015. In general,
the portfolio had a focus on businesses that are able to deliver
attractive growth in a low growth environment, selected income
opportunities (especially as dividend yields in insurance and real
estate businesses became attractive) and areas of attractive value
such as a domestic infrastructure business and a travel
operator.
Information regarding the Company’s investment exposures is
contained within the investment listing on pages 12 and 13 of the
Annual Report and the investment size, market capitalisation and
distribution of investment charts on page 14 of the Annual
Report.
Outlook
Despite recent market volatility, we remain positive on the
prospects for the broader European equity market given
that the macroeconomic momentum remains positive and monetary
policies remain supportive. The recent correction has made
investors somewhat fearful of global growth prospects, but for
companies with more domestic exposure, European equity earnings
momentum remains robust. The ECB’s programme of Quantitative Easing
remains in place and is having a positive impact on the credit
cycle and European GDP growth. After five years in crisis, economic
growth is recovering across the European region and, with
supportive monetary policy, should continue to improve over the
next twelve months in our view. Over the long term we continue to
believe that the corporate earnings and cash generation of
companies are the key drivers of equity returns – we therefore
continue to focus on fundamental analysis when assessing
opportunities.
Vincent Devlin and Sam Vecht
BlackRock Investment Management (UK) Limited
22 October 2015
Ten largest investments as at 31 August
2015
Novartis: 5.4% (2014: nil) is a Swiss multinational
pharmaceutical company which ranked number one in sales among the
world-wide industry in 2013. The management team is looking to
rationalise the business in 2015 with emphasis being placed on cost
savings. The company also recently announced the approval in the
U.S. of a new heart failure drug, which could propel sales growth
in the near future.
Novo Nordisk: 4.8% (2014: 4.6%) is a Danish pharmaceuticals
company and the dominant global franchise in diabetes treatment.
The company has a very strong pipeline of new drugs and is able to
access the long term growth in diabetes treatment through its high
market shares globally. We believe that the company has significant
potential to continue its strong track record of delivering
double-digit earnings growth per year for the foreseeable
future.
Bayer: 3.9% (2014: 4.2%) is a German company with divisions
in health care, nutrition and high-tech materials. The company
offers strong growth over the next 3 to 5 years, especially within
its pharmaceuticals and crop science businesses fuelled by new
products coming to market. We see good value in the company and it
has a superior growth rate for the sector.
KBC Groep: 3.9% (2014: 2.5%) is a Belgian bank which is
involved in multiple businesses including retail and merchant
banking. KBC is one of the largest banks in Europe and has a significant presence in
central and eastern Europe. It
remains one of our top picks in the sector due to its exposure to
higher returning and less competitive markets.
AXA: 2.9% (2014: nil) is a French-based company engaged in
the business of financial protection, insurance and asset
management. The insurance business can weather a low yield
environment due to its strong balance sheet. There is value in this
business relative to its sector and the business is set to continue
its track record of solid earnings growth.
Zurich Insurance Group: 2.8% (2014: 3.3%) is Switzerland’s
largest insurance company. The insurer has a strong capital
position and disciplined cost saving programme. This allows
it to have an attractive dividend yield at around 5%. There is
also potential for share buy backs given excess capital.
The company is weathering the low yield environment better
than peers due to their geographic exposures and lower exposure to
long-duration life liabilities.
LVMH Moët Hennessy: 2.7% (2014: nil) is a French
multinational luxury goods company. The company has a broad
geographic mix with the key brand of Louis
Vuitton, but Sephora and Bulgari are strong anchor brands
for their respective divisions also. It is focused more towards
retail with less wholesale exposure; this is attractive given the
risk of destocking pressure in China. The company has low levels of gearing
and exhibits value relative to its sector and its own history.
Ryanair: 2.6% (2014: 2.4%) is an Irish airline company. The
firm has effectively revamped their offer to attract leisure
customers back and is also starting to tackle the business market
by offering an attractively priced business ticket with flexible
fares. In the next five years the focus of management is to grow
passengers boarded, with a clear shift to both higher yielding
airports and passengers. Given the company’s single largest cost is
fuel, they have been a strong beneficiary of the fall in oil price.
We believe the change in corporate strategy will help Ryanair grow
despite the decline in capacity of the European airline
industry.
Intesa Sanpaolo: 2.5% (2014: 1.6%) is a banking group based
in Italy. The stock benefits from
the positive lending trends environment in Italy, but more importantly the bank offers a
solid dividend yield and a strong balance sheet. The bank has
focused on growing fees and commissions, as opposed to lending,
allowing it a strong return on equity position.
Unibail-Rodamco: 2.5% (2014: 1.8%) is the largest commercial
real estate company in Europe. The
company has a strong portfolio of assets, consistently growing
rents above indexation and can create value through the development
of its portfolio. The company also offers an attractive dividend
yield in today’s environment.
All percentages reflect the value of the holding as a percentage of
total investments.
Percentages in brackets represent the value of the holding as at
31 August 2014.
Together, the ten largest investments represent 34.0% of the
Company’s portfolio (31 August 2014:
34.4%).
Investments
as at 31 August 2015
|
Country of
operation |
Market value
£’000 |
% of
investments |
Financials |
|
|
|
KBC Groep |
Belgium |
10,181 |
3.9 |
AXA |
France |
7,688 |
2.9 |
Zurich Insurance Group |
Switzerland |
7,476 |
2.8 |
Intesa Sanpaolo |
Italy |
6,603 |
2.5 |
Unibail-Rodamco |
France |
6,576 |
2.5 |
Bank of Ireland |
Ireland |
5,548 |
2.1 |
Julius Baer |
Switzerland |
5,486 |
2.1 |
Anima |
Italy |
5,349 |
2.0 |
Sampo Oyj |
Finland |
4,406 |
1.7 |
Helvetia |
Switzerland |
3,843 |
1.5 |
Nordea Bank |
Sweden |
3,669 |
1.4 |
Halk Bank |
Turkey |
3,544 |
1.3 |
Azimut |
Italy |
3,362 |
1.3 |
Sberbank |
Russia |
3,247 |
1.2 |
Avanza Bank |
Sweden |
3,066 |
1.2 |
Garanti Bank |
Turkey |
2,536 |
1.0 |
BlackRock's Institutional Cash Fund
– Euro Assets Liquidity |
Ireland |
2,325 |
0.9 |
|
|
--------- |
-------- |
|
|
84,905 |
32.3 |
|
|
--------- |
-------- |
Industrials |
|
|
|
Ferrovial |
Spain |
5,027 |
1.9 |
Thales |
France |
4,926 |
1.9 |
Assa Abloy |
Sweden |
4,700 |
1.8 |
Kingspan |
Ireland |
4,383 |
1.7 |
Hexagon |
Sweden |
4,063 |
1.5 |
Geberit |
Switzerland |
3,722 |
1.4 |
Dassault Aviation |
France |
3,365 |
1.3 |
Atlantia |
Italy |
3,232 |
1.2 |
Aeroports de Paris |
France |
2,861 |
1.1 |
Saft Groupe |
France |
1,913 |
0.7 |
Cargotec |
Finland |
1,870 |
0.7 |
|
|
--------- |
-------- |
|
|
40,062 |
15.2 |
|
|
--------- |
-------- |
Health Care |
|
|
|
Novartis |
Switzerland |
14,271 |
5.4 |
Novo Nordisk |
Denmark |
12,716 |
4.8 |
Straumann |
Switzerland |
3,072 |
1.2 |
Roche |
Switzerland |
2,698 |
1.0 |
|
|
--------- |
-------- |
|
|
32,757 |
12.4 |
|
|
--------- |
-------- |
Consumer Goods |
|
|
|
LVMH Moët Hennessy |
France |
7,211 |
2.7 |
Heineken |
Netherlands |
6,482 |
2.5 |
Unilever |
Netherlands |
5,285 |
2.0 |
Pernod Ricard |
France |
4,692 |
1.8 |
Luxottica |
Italy |
4,434 |
1.7 |
Pandora |
Denmark |
2,639 |
1.0 |
|
|
--------- |
-------- |
|
|
30,743 |
11.7 |
|
|
--------- |
-------- |
Consumer Services |
|
|
|
Ryanair |
Ireland |
6,804 |
2.6 |
RELX |
Netherlands |
6,094 |
2.3 |
TUI |
Germany |
3,995 |
1.5 |
ProSieben |
Germany |
3,130 |
1.2 |
Television Francaise |
France |
1,946 |
0.7 |
JCDecaux |
France |
1,747 |
0.7 |
|
|
--------- |
-------- |
|
|
23,716 |
9.0 |
|
|
--------- |
-------- |
Technology |
|
|
|
Capgemini |
France |
6,382 |
2.4 |
ASML |
Netherlands |
6,127 |
2.3 |
Yandex |
Netherlands |
3,341 |
1.3 |
United Internet |
Germany |
2,994 |
1.2 |
|
|
--------- |
-------- |
|
|
18,844 |
7.2 |
|
|
--------- |
-------- |
Basic Materials |
|
|
|
Bayer |
Germany |
10,310 |
3.9 |
|
|
--------- |
-------- |
|
|
10,310 |
3.9 |
|
|
--------- |
-------- |
Telecommunications |
|
|
|
Deutsche Telekom |
Germany |
6,525 |
2.5 |
Koninklijke |
Netherlands |
3,603 |
1.4 |
|
|
--------- |
-------- |
|
|
10,128 |
3.9 |
|
|
--------- |
-------- |
Utilities |
|
|
|
Enel |
Italy |
6,476 |
2.5 |
|
|
--------- |
-------- |
|
|
6,476 |
2.5 |
|
|
--------- |
-------- |
Oil & Gas |
|
|
|
Lundin Petroleum |
Sweden |
4,891 |
1.9 |
|
|
--------- |
-------- |
|
|
4,891 |
1.9 |
|
|
--------- |
-------- |
Total Investments |
|
262,832 |
100.00 |
|
|
======= |
====== |
All investments are in ordinary shares unless otherwise stated. The
total number of investments held at 31 August 2015 was 53
(31 August 2014: 55).
As at 31 August 2015, the Company did
not hold any equity interests comprising more than 3% of any
company’s share capital.
Investment exposure
Market Capitalisation as at 31 August
2015
|
% of Portfolio |
% of Index |
<€1bn |
0.7 |
0.1 |
€1bn to €10bn |
23.7 |
16.4 |
€10bn to €20bn |
22.3 |
14.5 |
€20bn to €50bn |
24.1 |
27.4 |
>€50bn |
29.2 |
41.6 |
Investment Size as at 31 August
2015
|
Number of
Investments |
% of Portfolio |
< £1m |
0 |
0.0 |
£1m to £3m |
10 |
8.9 |
£3m to £5m |
22 |
32.2 |
£5m to £10m |
17 |
40.8 |
> £10m |
4 |
18.1 |
Distribution of Investments as at 31
August 2015
Financials |
32.3 |
Industrials |
15.2 |
Health Care |
12.4 |
Consumer Goods |
11.7 |
Consumer Services |
9.0 |
Technology |
7.2 |
Basic Materials |
3.9 |
Telecommunications |
3.9 |
Utilities |
2.5 |
Oil & Gas |
1.9 |
Source: BlackRock.
Income statement
for the year ended 31 August 2015
|
Notes |
Revenue
2015
£’000 |
Revenue
2014
£’000 |
Capital
2015
£’000 |
Capital
2014
£’000 |
Total
2015
£’000 |
Total
2014
£’000 |
Gains on investments held at fair
value through profit or loss |
|
– |
– |
15,822 |
8,253 |
15,822 |
8,253 |
Income from investments held at fair
value through profit or loss |
3 |
6,931 |
6,873 |
– |
– |
6,931 |
6,873 |
Other income |
3 |
195 |
42 |
– |
– |
195 |
42 |
Investment management and
performance fees |
4 |
(358) |
(364) |
(2,306) |
(1,454) |
(2,664) |
(1,818) |
Operating expenses |
5 |
(561) |
(678) |
(18) |
(19) |
(579) |
(697) |
|
|
-------- |
-------- |
-------- |
-------- |
-------- |
-------- |
Net return before finance costs and
taxation |
|
6,207 |
5,873 |
13,498 |
6,780 |
19,705 |
12,653 |
Finance costs |
|
(17) |
(151) |
(34) |
(48) |
(51) |
(199) |
|
|
-------- |
-------- |
-------- |
-------- |
-------- |
-------- |
Return on ordinary activities before
taxation |
|
6,190 |
5,722 |
13,464 |
6,732 |
19,654 |
12,454 |
Taxation on ordinary activities |
|
(581) |
(758) |
(115) |
– |
(696) |
(758) |
|
|
-------- |
-------- |
-------- |
-------- |
-------- |
-------- |
Return on ordinary activities
after
taxation |
7 |
5,609 |
4,964 |
13,349 |
6,732 |
18,958 |
11,696 |
|
|
====== |
====== |
====== |
====== |
====== |
====== |
Return per ordinary share – basic
and diluted |
7 |
5.28p |
4.59p |
12.57p |
6.22p |
17.85p |
10.81p |
|
|
====== |
====== |
====== |
====== |
====== |
====== |
The total column of this statement represents the profit or loss
of the Company. The supplementary revenue and capital columns are
both prepared under guidance published by the Association of
Investment Companies. The Company had no recognised profits or
losses other than those disclosed in the Income Statement Funds.
All items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
Reconciliation of movements in shareholders’ funds
for the year ended 31 August 2015
|
Note |
Share
capital
£’000 |
Share
premium
account
£’000 |
Capital
redemption
reserve
£’000 |
Capital
reserves
£’000 |
Special
reserve
£’000 |
Revenue
reserve
£’000 |
Total
£’000 |
For the year ended
31 August 2015 |
|
|
|
|
|
|
|
|
At 31 August 2014 |
|
135 |
61,644 |
105 |
165,611 |
21,630 |
9,862 |
258,987 |
Return for the year |
|
– |
– |
– |
13,349 |
– |
5,609 |
18,958 |
Exercise of subscription shares |
|
– |
255 |
– |
– |
– |
– |
255 |
Ordinary shares purchased into
treasury |
|
– |
– |
– |
– |
(317) |
– |
(317) |
Ordinary shares purchased and
cancelled |
|
(5) |
– |
5 |
– |
(11,043) |
– |
(11,043) |
Share purchase costs |
|
– |
– |
– |
– |
(155) |
– |
(155) |
Dividends paid* |
6 |
– |
– |
– |
– |
– |
(5,226) |
(5,226) |
|
|
------- |
--------- |
------- |
---------- |
-------- |
-------- |
---------- |
At 31 August 2015 |
|
130 |
61,899 |
110 |
178,960 |
10,115 |
10,245 |
261,459 |
|
|
------- |
--------- |
-------- |
---------- |
-------- |
-------- |
---------- |
For the year ended
31 August 2014 |
|
|
|
|
|
|
|
|
At 31 August 2013 |
|
138 |
55,672 |
102 |
158,879 |
27,660 |
12,490 |
254,941 |
Return for the year |
|
– |
– |
– |
6,732 |
– |
4,964 |
11,696 |
Issue of ordinary shares held in
treasury |
|
– |
60 |
– |
– |
439 |
– |
499 |
Ordinary shares purchased into
treasury |
|
(3) |
– |
3 |
– |
(6,313) |
– |
(6,313) |
Exercise of subscription shares |
|
– |
5,912 |
– |
– |
– |
– |
5,912 |
Share issue and share purchase
costs |
|
– |
– |
– |
– |
(156) |
– |
(156) |
Dividends paid** |
6 |
– |
– |
– |
– |
– |
(7,592) |
(7,592) |
|
|
------- |
--------- |
-------- |
---------- |
--------- |
------- |
---------- |
At 31 August 2014 |
|
135 |
61,644 |
105 |
165,611 |
21,630 |
9,862 |
258,987 |
|
|
------- |
--------- |
-------- |
---------- |
---------- |
------- |
---------- |
|
|
|
|
|
|
|
|
|
* Interim dividend paid in respect of the
year ended 31 August 2015 of 1.65p per share was declared on 23
April 2015 and paid on 29 May 2015. Final dividend paid in respect
of the year ended 31 August 2014 of 3.20p per share was declared on
21 October 2014 and paid on 12 December 2014.
** Interim dividend paid in respect of the year
ended 31 August 2014 of 1.50p per share was declared on 17 April
2014 and paid on 30 May 2014. Final dividend paid in respect of the
year ended 31 August 2013 of 4.50p per share was recommended on 21
October 2013 and paid on 13 December 2013 and special dividend paid
in respect of the year ended 31 August 2013 of 1.00p per share was
declared on 21 October 2013 and paid on 13 December 2013. |
Balance sheet
as at 31 August 2015
|
Notes |
2015
£’000 |
2014
£’000 |
Fixed assets |
|
|
|
Investments held at fair value
through profit or loss |
|
262,832 |
256,083 |
|
|
----------- |
----------- |
Current assets |
|
|
|
Debtors |
|
2,206 |
5,585 |
Cash |
|
95 |
88 |
|
|
-------- |
-------- |
|
|
2,301 |
5,673 |
|
|
-------- |
-------- |
Creditors – amounts falling due
within one year |
|
|
|
Bank overdraft |
|
– |
(4) |
Other creditors |
|
(3,674) |
(2,765) |
|
|
-------- |
-------- |
|
|
(3,674) |
(2,769) |
|
|
-------- |
-------- |
Net current
(liabilities)/assets |
|
(1,373) |
2,904 |
|
|
-------- |
-------- |
Net assets |
|
261,459 |
258,987 |
|
|
======= |
======= |
Capital and reserves |
|
|
|
Called-up share capital |
8 |
130 |
135 |
Share premium account |
|
61,899 |
61,644 |
Capital redemption reserve |
|
110 |
105 |
Capital reserves |
|
178,960 |
165,611 |
Special reserve |
|
10,115 |
21,630 |
Revenue reserve |
|
10,245 |
9,862 |
|
|
--------- |
--------- |
Total equity shareholders’
funds |
|
261,459 |
258,987 |
|
|
======= |
======= |
Net asset value per ordinary share –
undiluted |
7 |
250.66p |
237.98p |
|
|
======= |
======= |
Net asset value per ordinary share –
diluted |
7 |
250.22p |
237.98p |
|
|
======= |
======= |
Cash flow statement
for year ended 31 August 2015
|
Note |
2015
£’000 |
2014
£’000 |
|
|
|
|
Net cash inflow from operating
activities |
5(b) |
3,915 |
1,550 |
Servicing of finance |
|
(42) |
(60) |
Taxation recovered |
|
1,183 |
526 |
|
|
-------- |
-------- |
Capital expenditure and financial
investment |
|
|
|
Purchase of investments |
|
(315,260) |
(349,819) |
Proceeds from sale of
investments |
|
325,997 |
366,341 |
Realised losses on foreign currency
transactions |
|
673 |
422 |
|
|
-------- |
-------- |
Net cash inflow from capital
expenditure and financial investment |
|
11,410 |
16,944 |
|
|
--------- |
--------- |
Equity dividends paid |
|
(5,226) |
(7,592) |
|
|
--------- |
--------- |
Net cash inflow before
financing |
|
11,240 |
11,368 |
|
|
--------- |
--------- |
Financing |
|
|
|
Purchase of ordinary shares |
|
(11,360) |
(6,313) |
Share issue and purchase costs
paid |
|
(124) |
(578) |
Proceeds from issue of ordinary
shares out of treasury |
|
– |
499 |
Proceeds from issue of subscription
shares |
|
255 |
5,912 |
Proceeds arising from the
acquisition of portfolio assets of Charter European Trust plc |
|
– |
36 |
|
|
---------- |
-------- |
Net cash outflow from financing |
|
(11,229) |
(444) |
|
|
---------- |
-------- |
Increase in cash in the year |
|
11 |
10,924 |
|
|
====== |
====== |
Notes to the financial statements
1. Principal activity
The principal activity of the Company is that of an investment
trust company within the meaning of section 1158 of the Corporation
Tax Act 2010.
2. Accounting policies
(a) Basis of preparation
The Company’s financial statements have been prepared in accordance
with UK Generally Accepted Accounting Practice (UK GAAP) and with
the Statement of Recommended Practice ‘Financial Statements of
Investment Trust Companies’ (SORP) revised in January 2009. The principal accounting policies
adopted by the Company are set out below. All of the Company’s
operations are of a continuing nature.
The Company’s financial statements are presented in Sterling, which
is the currency of the primary economic environment in which the
Company operates. All values are rounded to the nearest thousand
pounds (£’000) except where otherwise indicated.
(b) Presentation of the Income Statement
In order to better reflect the activities of an investment trust
company and in accordance with guidance issued by the Association
of Investment Companies (AIC), supplementary information which
analyses the Income Statement between items of a revenue and a
capital nature has been presented alongside the Income
Statement.
(c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a
single segment of business being investment business.
(d) Income
Dividends receivable on equity shares are treated as revenue for
the year on an ex-dividend basis gross of withholding taxes. Where
no ex-dividend date is available, dividends receivable on or before
the year end are treated as revenue for the year. Provisions are
made for dividends not expected to be received. Fixed returns on
debt securities are recognised on a time apportionment basis.
Interest income and expenses are accounted for on an accruals
basis.
(e) Expenses
All expenses are accounted for on an accruals basis. Expenses have
been treated as revenue except as follows:
• expenses which are incidental to the acquisition or
disposal of an investment are included within the cost of the
investment. Details of transaction costs on the purchases and sales
of investments are disclosed in note 11 on pages 44 and 45 of the
Annual Report;
• the investment management fee has been allocated 80% to
capital reserves and 20% to the revenue account 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;
• performance fees are allocated 100% to capital reserves, as
performance has been predominantly generated through capital
returns of the investment portfolio.
(f) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs
are allocated, insofar as they relate to the financing of the
Company’s investments, 80% to capital and 20% to the revenue
account, 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 recognised in respect of all timing
differences at the balance sheet date, where transactions or events
that result in an obligation to pay more tax in the future or right
to pay less tax in the future have occurred at the balance sheet
date. This is subject to deferred taxation assets only being
recognised if it is considered more likely than not that there will
be suitable profits from which the future reversal of the timing
differences can be deducted.
(h) Investments held at fair value through profit or
loss
The Company’s investments are classified as held at fair value
through profit or loss in accordance with FRS 26 – ‘Financial
Instruments: Recognition and Measurement’ and are managed and
evaluated on a fair value basis in accordance with its investment
strategy. All investments are designated upon initial recognition
as held at fair value through profit or loss.
The purchase and sales of assets are recognised at the trade date
of the transaction. Disposals will be measured at fair value which
will be regarded as the proceeds of sale less any transaction
costs.
The investments are measured on initial recognition and
subsequently at fair value. Changes in the value of investments
held at fair value through profit or loss and gains and losses on
disposal are recognised in the Income Statement as ‘Gains or losses
on investments held at fair value through profit or loss’. Also
included within this heading are transaction costs in relation to
the purchase or sale of investments.
The fair value of the financial instruments is based on their
quoted bid price at the balance sheet date, without deduction for
the estimated future selling costs. Unquoted investments are valued
by the Directors at fair value using International Private Equity
and Venture Capital Association Guidelines. This policy applies to
all current and fixed asset investments of the Company.
(i) Dividends payable
Under FRS 21, final dividends should not be accrued in the
financial statements unless they have been approved by shareholders
before the balance sheet date. Dividends payable to equity
shareholders are recognised in the Reconciliation of Movements in
Shareholders’ Funds when they have been approved by shareholders
and become a liability of the Company.
(j) Foreign currency translation
All transactions in foreign currencies are translated into Sterling
at the rates of exchange ruling on the dates of such transactions.
Foreign currency assets and liabilities at the balance sheet date
are translated into Sterling at the exchange rates ruling at that
date. Exchange differences arising on the revaluation of
investments held as fixed assets are included in capital reserves.
Exchange differences arising on the translation of foreign currency
assets and liabilities are taken to capital reserves.
3. Income
|
2015
£’000 |
2014
£’000 |
Investment income: |
|
|
Overseas dividends |
6,931 |
6,873 |
|
-------- |
-------- |
|
6,931 |
6,873 |
|
-------- |
-------- |
Other income: |
|
|
Bank interest |
10 |
1 |
Interest on WHT reclaims |
185 |
41 |
|
-------- |
-------- |
|
195 |
42 |
|
-------- |
-------- |
Total |
7,126 |
6,915 |
|
===== |
===== |
4. Investment management and performance fees
|
2015 |
2014 |
|
Revenue
£’000 |
Capital
£’000 |
Total
£’000 |
Revenue
£’000 |
Capital
£’000 |
Total
£’000 |
|
|
|
|
|
|
|
Investment management fee |
358 |
1,434 |
1,792 |
364 |
1,454 |
1,818 |
Performance fee |
– |
872 |
872 |
– |
– |
– |
|
-------- |
-------- |
-------- |
-------- |
-------- |
-------- |
Total |
358 |
2,306 |
2,664 |
364 |
1,454 |
1,818 |
|
===== |
===== |
===== |
===== |
===== |
===== |
The investment management fee is payable quarterly in arrears,
calculated at a pro rata rate of 0.70% of the market capitalisation
of the Company’s ordinary shares on the last day of each month. A
performance fee is payable at 15% of the outperformance of the
Company’s share price relative to the FTSE World Europe ex UK Index
on a total return basis. The performance fee is based on the
outperformance of the Index over a three year rolling period. The
aggregate of the investment management fee and performance fee is
capped up to a maximum of 1.15% of performance fee market
value.
5. Operating activities
|
2015
£’000 |
2014
£’000 |
(a) Operating expenses |
|
|
Custody fee |
26 |
33 |
Auditor’s remuneration: |
|
|
– statutory audit |
25 |
25 |
Depositary fees |
36 |
7 |
Directors’ emoluments |
118 |
115 |
Marketing fees |
48 |
113 |
Registrar’s fees and other operating
expenses |
308 |
385 |
|
-------- |
-------- |
|
561 |
678 |
|
-------- |
-------- |
Transaction costs – capital |
18 |
19 |
|
-------- |
-------- |
The Company’s ongoing charges,
calculated as a percentage of average net assets and using
expenses, excluding performance fees and finance costs, after
relief for any taxation were: |
0.89% |
0.94% |
|
---------- |
---------- |
The Company’s ongoing charges,
calculated as a percentage of average net assets and using
expenses, including performance fees but excluding finance costs,
after relief for any taxation were: |
1.22% |
0.94% |
|
====== |
====== |
|
|
|
|
2015
£’000 |
2014
£’000 |
(b) Reconciliation of net return
before finance costs and taxation to net cash flow from operating
activities |
|
|
Net return before finance costs and
taxation |
19,705 |
12,653 |
Less capital return before finance
costs and taxation |
(13,498) |
(6,780) |
|
---------- |
---------- |
Net revenue return before finance
costs and taxation |
6,207 |
5,873 |
Expenses charged to capital |
(2,324) |
(1,473) |
Decrease in prepayments and accrued
income |
86 |
2 |
Increase/(decrease) in accrued
expenditure |
1,156 |
(1,767) |
Tax on investment income included
within gross income |
(1,210) |
(1,085) |
|
---------- |
---------- |
Net cash inflow from operating
activities |
3,915 |
1,550 |
|
====== |
====== |
6. Dividends
|
Record
date |
Payment
date |
2015
£’000 |
2014
£’000 |
|
|
|
|
|
2013 Final dividend of 4.50p |
4 December
2013 |
13 December
2013 |
– |
4,893 |
2013 Special dividend of 1.00p |
4 December
2013 |
13 December
2013 |
– |
1,087 |
2014 Interim dividend of 1.50p |
2 May 2014 |
30 May 2014 |
– |
1,612 |
2014 Final dividend of 3.20p |
31 October
2014 |
12 December
2014 |
3,482 |
– |
2015 Interim dividend paid of
1.65p |
1 May 2015 |
29 May 2015 |
1,744 |
– |
|
|
|
-------- |
-------- |
|
|
|
5,226 |
7,592 |
|
|
|
====== |
====== |
The Directors have proposed a final dividend of 3.35p (2014: 3.20p)
per share in respect of the year ended 31 August 2015. The
dividend will be paid on 18 December
2015, subject to shareholders’ approval on 10 December 2015, to shareholders on the
Company’s register on 6 November
2015. The proposed final dividend has not been included as a
liability in these financial statements, as final dividends are
only recognised in the financial statements when they have been
approved by shareholders, or in the case of special dividends not
recognised until they are paid.
The dividends disclosed in the note below have been considered in
view of the requirements of section 1158 of the Corporation Tax Act
2010 and section 833 of the Companies Act 2006, and the amount
proposed for the year ended 31 August
2015 meets the relevant requirements as set out in this
legislation.
|
2015
£’000 |
2014
£’000 |
Dividends paid or proposed on equity
shares: |
|
|
Interim paid of 1.65p (2014:
1.50p) |
1,744 |
1,612 |
Final proposed of 3.35p* per
ordinary share (2014: 3.20p) |
3,494 |
3,482 |
|
-------- |
-------- |
|
5,238 |
5,094 |
|
-------- |
-------- |
* Based on 104,309,663 ordinary shares in
issue on 22 October 2015. |
7. Return and net asset value per ordinary share
Revenue and capital returns per share are shown below and have been
calculated using the following:
Undiluted |
2015 |
2014 |
Net revenue return
attributable to ordinary shareholders (£’000) |
5,609 |
4,964 |
Net capital return
attributable to ordinary shareholders (£’000) |
13,349 |
6,732 |
|
-------- |
-------- |
Total return
(£’000) |
18,958 |
11,696 |
|
====== |
====== |
Equity shareholders’
funds (£’000) |
261,459 |
258,987 |
|
----------- |
----------- |
The weighted average
number of ordinary shares in issue during the year, on which the
return per ordinary share was calculated was: |
106,194,950 |
108,236,562 |
|
----------------- |
----------------- |
The actual number of
ordinary shares in issue at the year end, on which the net asset
value was calculated was: |
104,309,663 |
108,828,058 |
|
----------------- |
----------------- |
The number of ordinary
shares in issue, including treasury shares, at the year end
was: |
109,798,561 |
114,257,734 |
|
========== |
========== |
|
|
|
|
2015 |
2014 |
|
Revenue
p |
Capital
p |
Total
p |
Revenue
p |
Capital
p |
Total
p |
Return per share |
|
|
|
|
|
|
Calculated on weighted average
number of shares |
5.28 |
12.57 |
17.85 |
4.59 |
6.22 |
10.81 |
Calculated on actual number of
shares in issue at year end |
5.38 |
12.80 |
18.18 |
4.56 |
6.19 |
10.75 |
|
-------- |
-------- |
-------- |
-------- |
-------- |
-------- |
Net asset value per share |
|
|
250.66 |
|
|
237.98 |
|
|
|
====== |
|
|
====== |
Ordinary share price |
|
|
244.00 |
|
|
228.50 |
Subscription share price |
|
|
12.63 |
|
|
10.00 |
|
|
|
====== |
|
|
====== |
|
|
|
|
|
|
|
Diluted |
2015 |
2014 |
Net revenue return
attributable to ordinary shareholders (£’000) |
5,609 |
4,964 |
Net capital return
attributable to ordinary shareholders (£’000) |
13,349 |
6,732 |
|
-------- |
-------- |
Total return
(£’000) |
18,958 |
11,696 |
|
====== |
====== |
Equity shareholders’
funds* (£’000) |
312,411 |
258,987 |
|
----------- |
----------- |
The weighted average
number of ordinary shares in issue during the year, on which the
diluted return per ordinary share was calculated was: |
106,194,950 |
108,236,562 |
|
----------------- |
---------------- |
The actual number of
ordinary shares and subscription shares, at the year end on which
the fully diluted net asset value was calculated was: |
124,854,841 |
129,475,906 |
|
========== |
========== |
|
|
|
|
2015 |
2014 |
|
Revenue
p |
Capital
p |
Total
p |
Revenue
p |
Capital
p |
Total
p |
Return per share |
|
|
|
|
|
|
Calculated on weighted average
number of shares** |
5.28 |
12.57 |
17.85 |
4.59 |
6.22 |
10.81 |
|
-------- |
-------- |
-------- |
-------- |
-------- |
-------- |
Net asset value per share* |
|
|
250.22 |
|
|
237.98 |
|
|
|
---------- |
|
|
---------- |
|
|
|
|
|
|
|
* In
accordance with the AIC SORP, to the extent that the Company’s NAV
is in excess of the exercise price, the subscription shares are
considered to be dilutive for the calculation of the NAV per share.
The diluted NAV per share at 31 August 2015 is calculated by
adjusting equity shareholders’ funds for consideration receivable
on the exercise of 20,545,178 subscription shares, at the exercise
price of 248 pence per share, and dividing by the total number of
shares that would have been in issue at 31 August 2015 had all the
subscription shares been exercised. As the Company’s NAV was not in
excess of the exercise price at 31 August 2014, no dilutive price
was calculated for 2014. |
|
** In
accordance with FRS 22 ‘Earnings per share’, there is no dilutive
impact on the return per share for the year ended 31 August 2015 as
the average mid-market price of the ordinary shares for the year of
239.20p is below the exercise price of the subscription shares of
248p per share. |
8. Share capital
|
Ordinary
shares
number |
Treasury
shares
number |
Subscription
shares
number |
Total
shares |
£ |
Allotted, called up and fully paid
share capital comprised: |
|
|
|
|
|
Ordinary shares of 0.1p each |
|
|
|
|
|
At 31 August 2014 |
108,828,058 |
5,429,676 |
– |
114,257,734 |
114,257 |
Shares repurchased and cancelled
pursuant to tender offers during the year |
(4,489,088) |
– |
– |
(4,489,088) |
(4,489) |
Cancellation of treasury shares |
– |
(72,755) |
– |
(72,755) |
(73) |
Shares repurchased and held in
treasury pursuant to the tender offers held during the year |
(131,977) |
131,977 |
– |
– |
– |
|
--------------- |
-------------- |
---------- |
--------------- |
---------- |
|
104,206,993 |
5,488,898 |
– |
109,695,891 |
109,695 |
Subscription shares of 0.1p
each |
|
|
|
|
|
At 31 August 2014 |
– |
– |
20,647,848 |
20,647,848 |
20,648 |
Conversion of subscription shares
into ordinary shares |
102,670 |
– |
(102,670) |
– |
– |
|
--------------- |
------------- |
--------------- |
--------------- |
---------- |
At 31 August 2015 |
104,309,663 |
5,488,898 |
20,545,178 |
130,343,739 |
130,343 |
|
========= |
======== |
======== |
========= |
======= |
During the year 4,489,088 ordinary shares were repurchased and
cancelled and 131,977 were held in treasury (2014: 2,627,623) for a
total consideration, including expenses, of £11,515,000 (2014:
£6,445,000). The number of ordinary shares in issue at the year end
was 109,798,561 (2014: 114,257,734) of which 5,488,898 were held in
treasury (2014: 5,429,676) and the number of subscription shares in
issue was 20,545,178 (2014: 20,647,848). The number of treasury
shares cancelled during the year was 72,755 (2014: 88,677) and the
number of shares issued from treasury was nil (2014: 200,000) for
total proceeds (before broker’s commission) of nil (2014:
£499,000). As a result of the conversion of 102,670 subscription
shares (2014: 2,536,470), new ordinary shares were issued for a
total consideration of £255,000 (2014: £5,912,000).
9. Related party disclosure: Directors’ emoluments
The related party transactions with Directors are set out in the
Directors’ Remuneration Report on pages 23 and 24 of the Annual
Report. At 31 August 2015, £11,000
(2014: £9,000) was outstanding in respect of Directors’ fees.
10. Transactions with Investment Manager and AIFM
BlackRock Fund Managers Limited (BFM) was appointed as the
Company’s AIFM with effect from 2 July
2014. BFM provides management and administration services to
the Company under a contract which is terminable on six months’
notice. BFM has (with the Company’s consent) delegated certain
portfolio and risk management services, and other ancillary
services, to BlackRock Investment Management (UK) Limited
(BIM (UK)). Further details of the
investment management contract are disclosed in the Directors’
Report on pages 16 and 17 of the Annual Report.
The investment management fee is levied quarterly, based on the
market capitalisation of the Company’s ordinary shares on
the last day of each month. The investment management fee due
for the year ended 31 August 2015
amounted to £1,792,000 (2014: £1,818,000). A performance fee of
£872,000 was accrued for the year ended 31 August 2015 (2014:
nil). At the year end, £927,000 was outstanding in respect of the
management fee (2014: £440,000) and £872,000 (2014: nil) in
respect of the performance fee.
The Company held an investment in BlackRock’s Institutional Cash
Fund – Euro Assets Liquidity of £2,325,000 at 31 August 2015
(2014: £1,023,000).
In addition to the above services, with effect from 1 November 2013, BIM
(UK) has provided the Company with marketing
services. The total fees paid or payable for these services
for the year ended 31 August 2015
amounted to £48,000 excluding VAT (2014: £113,000). Marketing
fees of £161,000 excluding VAT were outstanding at
31 August 2015 (2014: £113,000).
11. Contingent liabilities
There were no contingent liabilities at 31
August 2015 (2014: nil).
12. Publication of non-statutory accounts
The financial information contained in this announcement does not
constitute statutory accounts as defined in the Companies Act
2006. The Annual Report and Financial Statements for the year
ended 31 August 2015 will be filed with the Registrar of
Companies after the Annual General Meeting.
The figures set out above have been reported upon by the auditor,
whose report for the year ended 31 August 2015 contains no
qualification or statement under section 498(2) or (3) of the
Companies Act 2006.
The comparative figures are extracts from the audited financial
statements of BlackRock Greater Europe Investment Trust plc for the
year ended 31 August 2014, which have
been filed with the Registrar of Companies. The report of the
auditor on those financial statements contained no qualification or
statement under section 498 of the Companies Act.
13. Annual Report
Copies of the Annual Report will be published shortly and will be
available from the registered office, c/o The Company Secretary,
BlackRock Greater Europe Investment Trust plc, 12 Throgmorton
Avenue, London EC2N 2DL.
14. Annual General Meeting
The Annual General Meeting of the Company will be held at the
offices of BlackRock, 12 Throgmorton Avenue, London EC2N 2DL on Thursday,
10 December 2015 at 12.00 noon.
ENDS
The Annual Report will also be available on the BlackRock website
at blackrock.co.uk/brge. Neither the contents of the
Manager’s website nor the contents of any website accessible from
hyperlinks on the Manager’s website (or any other website) is
incorporated into, or forms part of, this announcement.
For further information please contact:
Simon White, Investment Trusts |
- |
020 7743 5284 |
Vincent Devlin, Fund Manager |
- |
020 7743 3000 |
Emma Phillips, Media &
Communications |
- |
020 7743 2922 |
BlackRock Investment Management (UK)
Ltd |
|
|
12 Throgmorton Avenue
London
EC2N 2DL
22 October 2015