STRATEGIC EQUITY CAPITAL PLC HALF-YEARLY REPORT & FINANCIAL STATEMENTS for the Six Month Period to 31 December 2015
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STRATEGIC EQUITY CAPITAL PLC HALF-YEARLY REPORT & FINANCIAL STATEMENTS for the six month period to 31 December 2015 STRATEGIC EQUITY CAPITAL HALF-YEARLY REPORT & FINANCIAL STATEMENTS Investment Objective The investment objective of the Company is to achieve absolute returns (i.e. growth in the value of investments) rather than relative returns (i.e. attempting to outperform selected indices) over a medium-term period, principally through capital growth. The Company’s investment policy can be found on page 3. Investment Manager’s Strategy The strategy of GVQ Investment Management Limited (“GVQIM” or the “Investment Manager”) is to invest in publicly quoted companies which will increase their value through strategic, operational or management change. GVQIM follows a practice of constructive corporate engagement and aims to work with management teams in order to enhance shareholder value. A more detailed explanation can be found in the Investment Manager’s Report on page 6. Contents Financial Summary ..............2 Investment Policy ...............3 Chairman’s Report ...............4 Investment Manager’s Report ......6 Top 10 Investee Company Review .......................14 Statement of Directors’ Responsibilities, Going Concern, Principal Risks and Uncertainties ..17 Statement of Comprehensive Income ......................18 Statement of Changes in Equity ...19 Balance Sheet .................20 Statement of Cash Flows ........21 Notes to the Financial Statements ..22 Directors and Advisers ..........28 Shareholder Information .........29 1 Financial Summary Six months As at As at As at % change to 31 December 30 June 31 December 31 December 2015 2015 20145 2015 Capital return Net asset value (“NAV”) (statutory) per Ordinary share 212.63p 217.69p 190.43p (2.3)% Ordinary share price (mid-market) 220.13p 230.25p 193.50p (4.4)% Premium of Ordinary share price to NAV 3.5% 5.8% 1.6% Average premium/(discount) of Ordinary share price to NAV for the period 6.1% (1.1)% (4.0)% Total assets (£’000)1 149,028 139,114 110,673 7.1% Equity Shareholders’ funds (£’000)1 148,540 136,242 108,669 9.0% Ordinary shares in issue with voting rights1 69,858,891 62,583,891 57,066,291 11.6% Six month Six month period to Year ended period to 31 December 30 June 31 December 2015 2015 20145 Performance Total return for the period2 (2.0)% 25.8% 10.1% Ongoing charges – annualised3 1.46% 1.38% 1.40% Revenue return per Ordinary share 0.34p 0.99p 0.69p Dividend yield4 n/a 0.4% n/a Proposed dividend for period n/a 0.78p n/a Interim period’s Highs/Lows High Low NAV per Ordinary share 222.69p 207.51p Ordinary share price 241.50p 217.00p 1 The Company’s fifth tender offer took place in May 2014. As a result, 2,382,098 shares were bought back for cancellation in July 2014 at a cost of £3,716,940 (including stamp duty). A sixth tender offer took place in November 2014. 109,722 shares were bought back and held in treasury at a cost of £182,582. During the period January 2015 to June 2015, the Company issued 5,407,878 shares for a consideration of £11,711,869. The Company has issued 7,275,000 shares during the six-month period to 31 December 2015 raising gross proceeds of £16,497,000 under its Share Issuance Programme. 2 Total return is the (decrease)/increase in NAV per share plus dividends paid, which are assumed to be reinvested at the time the shares are quoted ex-dividend. 3 The ongoing charges figure has been calculated using the Association of Investment Companies’ (“AIC’s”) recommended methodology and relates to the ongoing costs of running the Company. Non-recurring fees are therefore excluded from the calculation. 4 Dividend yield is calculated using the proposed dividend for the year and the closing price. 5 Restated – See note 13. 2 STRATEGIC EQUITY CAPITAL Investment Policy HALF-YEARLY REPORT & FINANCIAL STATEMENTS The Company invests primarily in equity and equity-linked The Company will not invest more than 10%, in aggregate, of securities quoted on markets operated by the London Stock the value of its total assets at the time the investment is made Exchange where the Investment Manager believes the in other listed closed-end investment funds. securities are undervalued and could benefit from strategic, operational or management initiatives. The Company also Other than as set out above, there are no specific restrictions has the flexibility to invest up to 20% of the Company’s gross on concentration and diversification. The Board does expect assets at the time of investment in securities quoted on other the portfolio to be relatively concentrated, with the majority of recognised exchanges. the value of investments typically concentrated in the securities of 10 to 15 issuers across a range of industries. There is also The Company may invest up to 20% of its gross assets at the no specific restriction on the market capitalisation of securities time of investment in unquoted securities, provided that, for into which the Company will invest, although it is expected the purpose of calculating this limit, any undrawn commitment that the majority of the investments by value will be invested which may still be called shall be deemed to be an unquoted in companies too small to be considered for inclusion in the security. FTSE 250 Index. The maximum investment in any single investee company will The Company’s Articles of Association permit the Board to be no more than 15% of the Company’s investments at the take on borrowings of up to 25% of the NAV at the time the time of investment. borrowings are incurred for investment purposes. 3 Chairman’s Report Introduction The Board believes that the strong share price performance After a considerable period of growth, the Company’s NAV has been driven by, inter alia, the Company’s investment has declined slightly during the period under review in an performance and the transformation of the Company’s overall flattish market, as a result of both market conditions shareholder base, aided by increased demand from both retail and portfolio newsflow. This overall performance masked a and institutional investors. significant variation in performance across the Company’s portfolio over the period. Further details on the Company’s Since the end of 2015, equity markets have been more volatile portfolio are included in the Investment Manager’s Report on and, as at 16 February 2016, the Company’s shares have slipped pages 6 to 13. to a 1.0% discount to NAV. Performance Dividend Whilst the net assets of the Company increased during the The Directors continue to expect that returns for Shareholders period to £148.5m, principally as a result of share issuance under will derive primarily from the capital appreciation of the shares the Share Issuance Programme put in place in August 2015, the rather than from dividends. In line with previous years, the NAV per share and the NAV total return per share decreased Board does not intend to propose an interim dividend. by 2.3% and 2.0% respectively from 30 June to 31 December 2015. Aside from the exceptionally disappointing returns from Share Issuance one investment, Tribal Group, the vast majority of the remaining In response to ongoing demand from existing and potential portfolio performed well. investors, as well as the Board’s desire to manage the premium to NAV at which the Company’s shares have generally traded, Over the longer term, the Company has delivered a NAV total the Company implemented a Share Issuance Programme for return per share of 92.6% over the past three years, exceeding up to 20 million shares (the “New Shares”) during the period the 58.2% return from the FTSE SmallCap Index by 34.4%. under review. At a general meeting of the Company held on The Company’s five-year NAV total return per share growth of 31 July 2015, Shareholders granted the Board authority to allot 140.6% has exceeded the return from the Index by more than the New Shares on a non-pre-emptive basis at a premium to 57%. Notably, growth in the Company’s NAV has been delivered NAV. A prospectus in respect of the Share Issuance Programme without the use of gearing and with relatively low volatility. was published on 3 August 2015, signalling the launch of the Programme. To date, 7,275,000 New Shares have been issued Premium/Discount at an average premium of 4.4%, raising gross proceeds of During the course of 2015, the Company’s shares generally £16,497,000 which have been applied to further the Company’s traded at a premium to NAV. In the six months to the end of investment objectives in a mixture of new and existing December 2015, the average premium to NAV was 6.1%. The investments, as well as increasing cash balances. share price ended the period trading at a 3.5% premium to NAV. The Investment Manager’s continued efforts to increase the profile of the Company and introduce new investors to the Company have yielded results: purchasers of shares during the period included wealth managers, long-term institutional shareholders and additional offices of existing wealth managers, as well as retail buyers through the self-trade platforms. 4 STRATEGIC EQUITY CAPITAL HALF-YEARLY REPORT & FINANCIAL STATEMENTS The Board continues to monitor the capacity of the Investment Gearing and Cash Management Manager’s strategy closely and will only consider future The Company has maintained its policy of operating without a issuance of New Shares if the Company’s investment strategy debt or overdraft facility. This policy is periodically reviewed by and performance are not compromised.