Quarterly Report • Sep 30, 2011
Quarterly Report
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to deliver long-term capital growth, while preserving shareholders' capital;
to invest without the constraints of a formal benchmark, but to deliver for shareholders increases in capital value in excess of the relevant indices over time.
to invest in a widely diversified, international portfolio across a range of asset classes, both quoted and unquoted;
to allocate part of the portfolio to exceptional managers in order to ensure access to the best external talent available.
1
| Financial Highlights | 2 |
|---|---|
| Chairman's Statement | 3 |
| Investment Review | 5 |
| Regulatory Disclosures | 11 |
| Independent Review Report to | |
| RIT Capital Partners plc | 12 |
| Consolidated Income Statement | 13 |
| Consolidated Statement of Comprehensive | |
| Income | 15 |
| Consolidated Balance Sheet | 16 |
| Consolidated Statement of Changes in Equity | 17 |
| Consolidated Cash Flow Statement | 18 |
| Notes to the Financial Statements | 19 |
| Investor Information | 21 |
| Directors and Advisers | 22 |
Company Registration Number 2129188
AT 30 SEPTEMBER 2011
| 30 September 2011 |
31 March 2011 |
Change | |
|---|---|---|---|
| Total net assets (£ million) | 1,793.9 | 1,984.0 | (9.6%) |
| Net asset value per share | 1,165.9p | 1,289.4p | (9.6%) |
| Share price | 1,215.0p | 1,307.0p | (7.0%) |
| Premium | 4.2% | 1.4% |
| 6 Months | 1 Year | 5 Years | 10 Years | |
|---|---|---|---|---|
| RIT Capital Partners plc (Net asset value per share) | (9.6%) | (0.5%) | 27.5% | 168.4% |
| MSCI World Index (in £) | (15.1%) | (5.9%) | (3.8%) | 12.0% |
| FTSE All-Share Index | (13.5%) | (7.4%) | (13.0%) | 13.4% |
NAV per share refers to diluted NAV per share unless otherwise stated (see Note 3).
Lord Rothschild Chairman
These have been some of the most torrid markets of my lifetime. Europe has been lead violinist in a discordant band: in the past six months to 30 September 2011, Europe fell 27%, European resource stocks and banks fell 36%, and Emerging Markets fell by 23% (all in £ terms). Only the more modest decline of 12% from US markets moderated the scale of global losses. It has all borne out my warning in June of the "glaring and global" risks confronting us.
I have a rooted objection as your Chairman to any fall in value of your RIT shares and in the underlying value of your Company. It is only mild consolation, therefore, that the decline in our net asset value per share in the six months to end-September has been less than that of our informal benchmarks. Our 9.6% decline to 1,165.9p per share compares with the 15.1% fall in the MSCI World Index (in £), and a 13.5% drop in the
FTSE All-Share Index. Over the previous twelve months since September 2010, we are marginally up in value, whereas both the MSCI and FTSE are down. Over five and ten years, our record remains significantly ahead of these indices, and these latest results keep us ahead of the game – but it is the game itself which is unpleasant and which we are determined to address.
Anticipating many of these concerns, we reversed our previous focus on industrial commodities, we trimmed our emerging market investments, and we increased selected short futures positions. Sizeable positions in gold and gold shares were maintained and we continue to make selective investments in quality companies and managers focused in this area. We have remained cautious on Sterling and the Euro throughout, and have somewhat increased our US Dollar exposure while maintaining sizeable positions in the Canadian and Singapore Dollar.
It is increasingly clear that Europe's challenges have not been adequately addressed by recent developments. Initially markets rallied sharply in October, but these gains have been fading over the past few weeks with the MSCI now only 3.9% higher. A continued sense of caution and modest Sterling exposure limited our participation in the early rally and our most recent NAV of 1,160.6p, at 18 November, is broadly unchanged from our September figure. In these exceptionally volatile markets our main focus remains one of not chasing the pendulum swings between "risk-on" and "risk-off"; it is to identify areas of opportunity beyond the present uncertainty.
Four years and more ago, I commented on the paradox of investors' rising appetite for risk at a time when the level of risk was clearly rising. Yet over this extended period, markets are just 12% lower, albeit that this reflects a near 20% devaluation in Sterling. The issue confronting all investors now is whether equity markets are continuing to exhibit too much complacency about the outlook or whether, after a decade of flat global market returns, the price of equities takes account of the risks.
We now have, as you know, \$400m of debt as an additional source of liquidity for opportunities. We continue to build exposure to areas of corporate credit that we find attractive. With yields of around 8% in some cases for senior credits, these are potentially competitive with equity returns, and the risk of loss is lower. We are exploring opportunities in distressed assets; banks, especially in Europe, will be selling assets possibly at much discounted levels. Our venture with Bill Winters in Renshaw Bay is an example of our wish to take advantage of this theme.
Large companies with strong franchises and balance sheets continue to appeal to us: their stability, when coupled with attractive dividend yields and cash flows, offers relatively safe exposure to equities. Increasingly, we see attractions too in those companies and sectors that can grow despite tepid GDP growth. If interest rates remain muted, the valuation that could be placed on such businesses could be considerably higher than at present. We are adding, from a modest starting level, to your Company's investment in growth sectors such as technology, healthcare and biotechnology.
Over the years, we have had much success in our unquoted investments. In addition to the successful realisations we reported in the previous year, we are pleased to have recently agreed the conditional sale of Harbourmaster to Blackstone. This will have been an exceptional investment; even prior to the sale, we have realised almost three times our original investment, made in 2005, by way of distributions. Harbourmaster has been a leading force in the European CLO market, a particularly difficult area over the last few years. We would like to express our thanks to management for the remarkable results which they have achieved.
We remain pleased with the progress of our investment in Agora, the North Sea oil exploration business, and have watched with interest the proposed acquisition by Premier Oil of Encore, a partner in the Catcher field, which is also Agora's key asset. Fund-raising for our joint venture with Creat, our Chinese private equity partner, is progressing well and this landmark fund is expected to close by our year-end.
Like others, I struggle with a sense that while the world is still fraught with danger, some investments appear to be increasingly attractively valued. On balance, it is too early to prioritise the valuation appeal of specific investments over global uncertainty but we are very conscious that this balance is the key decision confronting us.
As we recently announced, Bill Winters has now joined our Board as a non-executive director. He was until recently the Co-CEO of the investment bank of JP Morgan Chase & Co and served as a member of the UK's Independent Commission on Banking. We are delighted to have the benefit of his extensive experience and, on behalf of shareholders, I would like to welcome him to our Board.
After 23 years with RIT, Duncan Budge has decided to retire from the Board and the role of Chief Operating Officer with effect from today. I am happy to say that he will continue to be involved with the Company as a non-executive director of our management company, J. Rothschild Capital Management Ltd, as well as chairman of our subsidiary, Spencer House Ltd. The successful growth of RIT has been in no small part the result of his efforts and I would like to take this opportunity to place on record, both on behalf of shareholders, and our Board, our appreciation for his significant contribution to your Company throughout this period.
I am pleased to announce that Jonathan Kestenbaum is joining JRCM as Chief Operating Officer with effect from today. Jonathan has recently completed a significant restructuring of my family's philanthropic interests, having previously served as Chief of Staff to the Chairman of Apax Partners, Chief Executive at The Portland Trust and Chief Executive at NESTA (National Endowment for Science, Technology and the Arts). Our team has been further strengthened by the recent joining of Graham Thomas as head of private equity. Graham has previously worked at Goldman Sachs, MidOcean Partners and latterly headed Standard Bank's global principal investment business.
Rothschild 28 November 2011
The Company's net asset value as at 30 September 2011 was £1,793.9 million (31 March 2011: £1,984.0 million). This represents a decrease of £190.1 million which is analysed below:
| £ million | £ million | Pence per share |
Pence per share |
|
|---|---|---|---|---|
| Net asset value at 31 March 2011 | 1,984.0 | 1,289.4 | ||
| Quoted equity - internally managed | (17.3) | (11.3) | ||
| Quoted equity - externally managed | (115.0) | (74.7) | ||
| Unquoted direct | (16.4) | (10.7) | ||
| Unquoted funds | (4.8) | (3.1) | ||
| Real assets | 2.6 | 1.7 | ||
| Absolute return, fixed income and currency | (4.3) –––––– |
(2.8) –––––– |
||
| (155.2) | (100.9) | |||
| Movements on liquidity/borrowings, and other income | (7.4) | (4.8) | ||
| Administrative expenses | (8.6) | (5.6) | ||
| Investment management fees | (1.6) | (1.0) | ||
| –––––– | (17.6) | –––––– | (11.4) | |
| Finance costs | (8.6) | (5.6) | ||
| Taxation | (0.8) –––––– |
(0.5) –––––– |
||
| (9.4) | (6.1) | |||
| Loss for the year | (182.2) | (118.4) | ||
| Dividends | (6.2) | (4.0) | ||
| Other reserve movements | (1.7) –––––– |
(1.1) –––––– |
||
| (7.9) | (5.1) | |||
| Decrease in net asset value | (190.1) | (123.5) | ||
| Net asset value at 30 September 2011 | 1,793.9 | 1,165.9 |
6
Borrowings
Other assets/liabilities
-20% -10% 0% 10% 20% 30% 40% 50%
Percentage of net asset value
AT 30 SEPTEMBER 2011
| INVESTMENT PORTFOLIO | Value of | |||
|---|---|---|---|---|
| investment | % of | |||
| Investment holdings | Country | Description | £ million | NAV |
| Quoted equity – internally managed | ||||
| Vallares | Global | Oil and gas | 30.8 | 1.7% |
| Paypoint | United Kingdom | Electronic payment systems | 22.7 | 1.3% |
| BR Properties | Brazil | Brazilian real estate | 12.4 | 0.7% |
| Johnson & Johnson | United States | Healthcare | 10.2 | 0.6% |
| JK Wohnbau | Germany | Residential property developer | 9.0 | 0.5% |
| Dell | United States | Technology | 7.5 | 0.4% |
| Justice Holdings | Global | Special purpose vehicle | 7.2 | 0.4% |
| Phoenix Group | United Kingdom | Life insurance | 6.6 | 0.4% |
| Procter & Gamble | United States | Consumer products | 6.5 | 0.4% |
| Oracle | United States | Software | 6.5 | 0.4% |
| Other internally managed | 88.1 | 4.8% | ||
| Total quoted equity – internally managed | 207.5 | 11.6% | ||
| Quoted equity – externally managed1 | ||||
| Findlay Park | United States | US equities | 51.5 | 2.9% |
| Titan Partners | United States | US growth | 42.3 | 2.4% |
| Tontine Overseas Associates | United States | US value | 37.5 | 2.1% |
| Baker Brothers Life Sciences | United States | US biotechnology | 34.5 | 1.9% |
| Cedar Rock Capital | Global | Global equities | 34.3 | 1.9% |
| Independent Franchise Partners | Global | Global equities | 30.2 | 1.7% |
| Select Equity | United States | US large cap | 29.9 | 1.7% |
| Gaoling | China | Long/short Chinese equities | 29.6 | 1.7% |
| Morant Wright | Japan | Japanese equities | 29.4 | 1.6% |
| Meditor | Europe | European equities | 28.5 | 1.6% |
| PK Japan | Japan | Japanese equities | 28.4 | 1.6% |
| Veritas | Asia | Long/short Asian equities | 27.3 | 1.5% |
| Melchior | Japan | Japanese equities | 24.5 | 1.4% |
| Horizon Capital | Emerging Asia | Asian equities | 22.2 | 1.2% |
| Blackrock Frontiers | Emerging Asia | Frontier market equities | 20.3 | 1.1% |
| RXZ Brazil | Brazil | Brazilian equities | 18.5 | 1.0% |
| Egerton Capital | Europe | European equities | 17.8 | 1.0% |
| Other externally managed | 193.9 | 10.8% | ||
| Total quoted equity – externally managed | 700.6 | 39.1% |
During the period we combined the previous 'hedge funds' and 'long equity funds' categories into 'quoted equity - externally managed'.
AT 30 SEPTEMBER 2011
| INVESTMENT PORTFOLIO | Value of | |||
|---|---|---|---|---|
| Investment holdings | Country | Description | investment £ million |
% of NAV |
| Unquoted direct | ||||
| Agora Oil & Gas | Norway | Oil and gas exploration | 51.4 | 2.9% |
| Harbourmaster | Jersey | Credit manager | 27.3 | 1.5% |
| Infinity | United Kingdom | Data centres | 21.0 | 1.2% |
| BTG Pactual | Brazil | Investment bank | 16.2 | 0.9% |
| Dropbox | United States | Software | 16.0 | 0.9% |
| Robin Hood | United States | Generic pharmaceuticals | 13.9 | 0.8% |
| Mondis Technology | United States | Intellectual property | 12.7 | 0.7% |
| Helios Towers | Africa | Cellular communication infrastructure 10.9 | 0.6% | |
| UK Specialist Hospitals | United Kingdom | Private hospitals | 8.6 | 0.5% |
| Grafton Group | United Kingdom | Insurance | 7.6 | 0.4% |
| Other unquoted direct | 43.5 | 2.4% | ||
| Total unquoted direct | 229.1 | 12.8% | ||
| Unquoted funds | ||||
| Augmentum I | United Kingdom | International growth capital | 25.4 | 1.4% |
| Darwin Private Equity I | United Kingdom | UK mid-market private equity | 18.4 | 1.0% |
| Tinicum Capital Partners II | United States | US mid-market private equity | 15.0 | 0.8% |
| Sageview Capital Partners | United States | Unquoted and listed US equity | 9.6 | 0.5% |
| Hony Capital Fund III | China | Private equity | 9.3 | 0.5% |
| Pomona Capital VI | United States | Secondary private equity | 7.4 | 0.4% |
| Sandler Capital Partners V Other unquoted funds |
United States | US mid-market private equity | 7.2 120.8 |
0.4% 6.9% |
| Total unquoted funds | 213.1 | 11.9% | ||
| Real assets | ||||
| DAX Global Mining Index ETF | Global | Gold mining equities | 38.7 | 2.2% |
| Xander | India | Indian real estate private equity | 35.8 | 2.0% |
| Martin Currie | Global | Energy equities | 29.7 | 1.7% |
| Baker Steel | Global | Gold and precious metal equities | 27.0 | 1.5% |
| Spencer House | United Kingdom | Investment property | 20.0 | 1.1% |
| Summit Water Development | United States | Water rights | 19.6 | 1.1% |
| Baker Steel Resources Trust | Global | Natural resources equities | 14.2 | 0.8% |
| Genagro | Brazil | Brazilian agricultural land | 13.1 | 0.7% |
| Firebird | Mongolia | Mongolian equity, mining focus | 12.3 | 0.7% |
| Centennial | Global | Small cap oil and gas equities | 11.0 | 0.6% |
| Other real assets | 53.3 | 2.9% | ||
| Total real assets | 274.7 | 15.3% | ||
| Absolute return, fixed income and currency | ||||
| Fortress | United States | Distressed credit fund | 15.0 | 0.9% |
| Inca Limited | United States | Leveraged loans | 6.1 | 0.3% |
| Other absolute return, fixed income and currency |
(1.8) | (0.1%) | ||
| Total absolute return, | ||||
| fixed income and currency | 19.3 | 1.1% |
Total investments 1,644.3 91.8%
AT 30 SEPTEMBER 2011
| Total net asset value | 1,793.9 100.0% | |||
|---|---|---|---|---|
| Other assets/(liabilities) | (6.7) | (0.4%) | ||
| Total borrowings | (262.8) | (14.6%) | ||
| US dollar interest rate swap | United States | Floating to fixed swap | (5.8) | (0.3%) |
| Borrowings NAB loan |
United States | US dollar credit facility | (257.0) | (14.3%) |
| Total liquidity | 419.1 | 23.2% | ||
| Other liquidity | 128.0 | 7.0% | ||
| Liquidity in internally managed funds | 110.5 | 6.2% | ||
| Canadian Government bond US Treasury note |
Canada United States |
Government stock Government stock |
90.4 90.2 |
5.0% 5.0% |
| Liquidity | ||||
| Investment holdings | Country | Description | investment £ million |
% of NAV |
| INVESTMENT PORTFOLIO | Value of |
In accordance with the Disclosure and Transparency Rules 4.2.7R and 4.2.8R, we confirm that to the best of our knowledge:
The principal risks and uncertainties facing the Group are referred to in the Chairman's Statement. As with any investment company, the main risk is market risk. The key risks facing the Group's activities for the second half of the financial year are substantially the same as those described in the Annual Report and Accounts for the year ended 31 March 2011.
Mikael Breuer-Weil Investment Director 28 November 2011
For and on behalf of the Board, the members of which are listed on page 22.
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2011, which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
The half-yearly financial report is published on the Company's website at www.ritcap.co.uk which is maintained by the Company's management. The maintenance and integrity of the RIT Capital Partners plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Chartered Accountants 28 November 2011 London
13
| Administrative expenses Investment management fees Profit/(loss) before finance costs and tax Finance costs Profit/(loss) before tax Taxation Profit/(loss) for the period 2 |
(0.8) 12.4 |
– (194.6) |
(0.8) (182.2) |
|---|---|---|---|
| 13.2 | (194.6) | (181.4) | |
| 21.8 (8.6) |
(194.6) – |
(172.8) (8.6) |
|
| Expenses | 31.4 (7.9) (1.7) |
(194.0) (0.7) 0.1 |
(162.6) (8.6) (1.6) |
| Gains/(losses) on portfolio investments held at fair value Exchange loss on monetary items and borrowings |
31.4 – – |
– (186.6) (7.4) |
31.4 (186.6) (7.4) |
| Income Investment income Other income Gains/(losses) on derivative financial instruments |
18.7 0.4 12.3 |
– – – |
18.7 0.4 12.3 |
| Notes | Revenue return £ million |
Six months ended 30 September 2011 Capital return £ million |
Total £ million |
The total column of this statement represents the Group's Income Statement, prepared in accordance with International Financial Reporting Standards. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations. The notes on pages 19 and 20 are an integral part of these financial statements.
14
| Six months ended 30 September 2010 |
||||
|---|---|---|---|---|
| Notes | Revenue return £ million |
Capital return £ million |
Total £ million |
|
| Income | ||||
| Investment income | 20.3 | – | 20.3 | |
| Other income | 1.2 | – | 1.2 | |
| Gains/(losses) on derivative financial instruments | (4.8) | – | (4.8) | |
| 16.7 | – | 16.7 | ||
| Gains/(losses) on portfolio investments held at fair value | – | (23.3) | (23.3) | |
| Exchange loss on monetary items and borrowing | – | (2.5) | (2.5) | |
| 16.7 | (25.8) | (9.1) | ||
| Expenses | ||||
| Administrative expenses | (7.1) | (0.8) | (7.9) | |
| Investment management fees | (2.2) | (0.2) | (2.4) | |
| Profit/(loss) before finance costs and tax | 7.4 | (26.8) | (19.4) | |
| Finance costs | (12.0) | – | (12.0) | |
| Profit/(loss) before tax | (4.6) | (26.8) | (31.4) | |
| Taxation | 4.1 | – | 4.1 | |
| Profit/(loss) for the period | 2 | (0.5) | (26.8) | (27.3) |
| Diluted/basic earnings per ordinary share | 2 | (0.3p) | (17.4p) | (17.7p) |
| Year ended 31 March 2011 |
||||
|---|---|---|---|---|
| Revenue return |
Capital return |
Total | ||
| Notes | £ million | £ million | £ million | |
| Income | ||||
| Investment income | 35.4 | – | 35.4 | |
| Other income | 1.1 | – | 1.1 | |
| Gains/(losses) on derivative financial instruments | 0.1 | – | 0.1 | |
| 36.6 | – | 36.6 | ||
| Gains/(losses) on portfolio investments held at fair value | – | 175.1 | 175.1 | |
| Exchange loss on monetary items and borrowing | – | (1.9) | (1.9) | |
| 36.6 | 173.2 | 209.8 | ||
| Expenses | ||||
| Administrative expenses | (17.2) | (3.5) | (20.7) | |
| Investment management fees | (3.3) | (3.3) | (6.6) | |
| Profit/(loss) before finance costs and tax | 16.1 | 166.4 | 182.5 | |
| Finance costs | (14.6) | – | (14.6) | |
| Profit/(loss) before tax | 1.5 | 166.4 | 167.9 | |
| Taxation | 3.9 | – | 3.9 | |
| Profit/(loss) for the period | 2 | 5.4 | 166.4 | 171.8 |
| Diluted/basic earnings per ordinary share | 2 | 3.5p | 108.2p | 111.7p |
The total column of this statement represents the Group's Income Statement, prepared in accordance with International Financial Reporting Standards. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations. The notes on pages 19 and 20 are an integral part of these financial statements.
| Six months ended 30 September 2011 |
|||
|---|---|---|---|
| Revenue return £ million |
Capital return £ million |
Total £ million |
|
| Profit/(loss) for the period | 12.4 | (194.6) | (182.2) |
| Other comprehensive income | |||
| Exchange movements arising on consolidation | (0.1) | – | (0.1) |
| Actuarial loss in defined benefit pension plan | (1.9) | – | (1.9) |
| Total comprehensive income for the period | 10.4 | (194.6) | (184.2) |
| Six months ended 30 September 2010 |
|||
|---|---|---|---|
| Revenue return £ million |
Capital return £ million |
Total £ million |
|
| Profit/(loss) for the period | (0.5) | (26.8) | (27.3) |
| Other comprehensive income | |||
| Exchange movements arising on consolidation | (0.1) | – | (0.1) |
| Actuarial loss in defined benefit pension plan | (1.0) | – | (1.0) |
| Total comprehensive income for the period | (1.6) | (26.8) | (28.4) |
| Total comprehensive income for the period | 4.7 | 166.4 | 171.1 |
|---|---|---|---|
| Actuarial loss in defined benefit pension plan | (0.5) | – | (0.5) |
| Other comprehensive income Exchange movements arising on consolidation |
(0.2) | – | (0.2) |
| Profit/(loss) for the period | 5.4 | 166.4 | 171.8 |
| Revenue return £ million |
Capital return £ million |
Total £ million |
|
| Year ended 31 March 2011 |
| 30 September | 31 March | 30 September | |
|---|---|---|---|
| 2011 £ million |
2011 £ million |
2010 £ million |
|
| Non-current assets | |||
| Investments held at fair value | 1,762.6 | 2,139.7 | 1,710.1 |
| Investment property | 37.6 | 35.5 | 34.1 |
| Property, plant and equipment | 0.3 | 0.4 | 0.5 |
| Retirement benefit asset | – | 0.5 | – |
| Deferred tax asset | 2.8 | 3.1 | 1.8 |
| 1,803.3 | 2,179.2 | 1,746.5 | |
| Current assets | |||
| Derivative financial instruments | 53.5 | 23.8 | 41.2 |
| Sales for future settlement | 30.9 | 11.3 | 3.5 |
| Other receivables | 4.4 | 7.6 | 4.6 |
| Tax receivable | 0.8 | 2.8 | 2.3 |
| Cash at bank | 214.0 | 65.6 | 56.5 |
| 303.6 | 111.1 | 108.1 | |
| Total assets | 2,106.9 | 2,290.3 | 1,854.6 |
| Current liabilities | |||
| Bank loans and overdrafts | (255.6) | (249.0) | (0.5) |
| Purchases for future settlement | (2.3) | (10.6) | (49.8) |
| Derivative financial instruments | (35.1) | (25.9) | (7.6) |
| Provisions | (0.9) | (2.0) | (0.5) |
| Tax payable | (0.8) | – | – |
| Other payables | (6.0) | (7.2) | (2.2) |
| (300.7) | (294.7) | (60.6) | |
| Net current assets/(liabilities) | 2.9 | (183.6) | 47.5 |
| Total assets less current liabilities | 1,806.2 | 1,995.6 | 1,794.0 |
| Non-current liabilities | |||
| Derivative financial instruments | (5.9) | (1.0) | – |
| Provisions | (4.5) | (10.1) | (7.7) |
| Retirement benefit liability | (1.4) | – | (1.3) |
| Finance lease liability | (0.5) | (0.5) | (0.5) |
| (12.3) | (11.6) | (9.5) | |
| Net assets | 1,793.9 | 1,984.0 | 1,784.5 |
| Equity attributable to equity holders | |||
| Called up share capital | 153.9 | 153.9 | 153.9 |
| Capital redemption reserve | 36.3 | 36.3 | 36.3 |
| Own shares reserve | (4.5) | – | – |
| Share based payment reserve | 4.8 | – | – |
| Foreign currency translation reserve | 0.1 | 0.2 | 0.3 |
| Capital reserve | 1,538.8 | 1,733.4 | 1,540.2 |
| Revenue reserve | 64.5 | 60.2 | 53.8 |
| Total shareholders' equity | 1,793.9 | 1,984.0 | 1,784.5 |
| Capital | Own | Share based |
Foreign currency |
|||||
|---|---|---|---|---|---|---|---|---|
| Share redemption | shares | payment | translation | Capital | Revenue | |||
| Six months ended | capital | reserve | reserve | reserve | reserve | reserve | reserve | Total |
| 30 September 2011 | £ million | £ million | £ million | £ million | £ million | £ million | £ million | £ million |
| Balance at 31 March 2011 | 153.9 | 36.3 | – | – | 0.2 | 1,733.4 | 60.2 | 1,984.0 |
| Loss for the period | – | – | – | – | – | (194.6) | 12.4 | (182.2) |
| Movement in own shares | – | – | (4.5) | – | – | – | – | (4.5) |
| Movement in share based | ||||||||
| reserve | – | – | – | 4.8 | – | – | – | 4.8 |
| Ordinary dividend paid | – | – | – | – | – | – | (6.2) | (6.2) |
| Other comprehensive | ||||||||
| income: | ||||||||
| Exchange movements | ||||||||
| arising on consolidation | – | – | – | – | (0.1) | – | – | (0.1) |
| Actuarial loss in defined | ||||||||
| benefit pension plan | – | – | – | – | – | – | (1.9) | (1.9) |
| Balance at | ||||||||
| 30 September 2011 | 153.9 | 36.3 | (4.5) | 4.8 | 0.1 | 1,538.8 | 64.5 | 1,793.9 |
| Foreign | |||||||
|---|---|---|---|---|---|---|---|
| Capital | Cash flow | currency | |||||
| Share redemption | hedging | translation | Capital | Revenue | |||
| Six months ended | capital | reserve | reserve | reserve | reserve | reserve | Total |
| 30 September 2010 | £ million | £ million | £ million | £ million | £ million | £ million | £ million |
| Balance at 31 March 2010 | 153.9 | 36.3 | (3.4) | 0.4 | 1,567.0 | 61.5 | 1,815.7 |
| Loss for the period | – | – | – | – | (26.8) | (0.5) | (27.3) |
| Cash flow hedges: | |||||||
| Transferred to the | |||||||
| income statement for | |||||||
| the period | – | – | 3.4 | – | – | – | 3.4 |
| Ordinary dividend paid | – | – | – | – | – | (6.2) | (6.2) |
| Other comprehensive | |||||||
| income: | |||||||
| Exchange movements | |||||||
| arising on consolidation | – | – | – | (0.1) | – | – | (0.1) |
| Actuarial loss in defined | |||||||
| benefit pension plan | – | – | – | – | – | (1.0) | (1.0) |
| Balance at | |||||||
| 30 September 2010 | 153.9 | 36.3 | – | 0.3 | 1,540.2 | 53.8 | 1,784.5 |
| Year ended 31 March 2011 | capital £ million |
Capital Share redemption reserve £ million |
Cash flow hedging reserve £ million |
Foreign currency translation reserve £ million |
Capital reserve £ million |
Revenue reserve £ million |
Total £ million |
|---|---|---|---|---|---|---|---|
| Balance at 31 March 2010 | 153.9 | 36.3 | (3.4) | 0.4 | 1,567.0 | 61.5 | 1,815.7 |
| Profit for the year | – | – | – | – | 166.4 | 5.4 | 171.8 |
| Cash flow hedges: | |||||||
| Transferred to the | |||||||
| income statement for | |||||||
| the year | – | – | 3.4 | – | – | – | 3.4 |
| Ordinary dividend paid | – | – | – | – | – | (6.2) | (6.2) |
| Other comprehensive | |||||||
| income: | |||||||
| Exchange movements | |||||||
| arising on consolidation | – | – | – | (0.2) | – | – | (0.2) |
| Actuarial loss in defined | |||||||
| benefit pension plan | – | – | – | – | – | (0.5) | (0.5) |
| Balance at 31 March 2011 | 153.9 | 36.3 | – | 0.2 | 1,733.4 | 60.2 | 1,984.0 |
18
| Six months | Six months | Year | |
|---|---|---|---|
| ended | ended | ended | |
| 30 September | 30 September | 31 March | |
| 2011 | 2010 | 2011 | |
| £ million | £ million | £ million | |
| Cash inflow/(outflow) before taxation and interest | 177.3 | 126.8 | (26.1) |
| Taxation (paid)/refund received | 2.0 | (6.2) | (5.7) |
| Interest paid | (3.5) | (12.0) | (3.5) |
| Net cash inflow/(outflow) from Operating Activities | 175.8 | 108.6 | (35.3) |
| Investing Activities | |||
| Purchase of property, plant and equipment | – | – | (0.3) |
| Sale of property, plant and equipment | – | – | – |
| Net cash outflow from Investing Activities | – | – | (0.3) |
| Financing Activities | |||
| Purchase of ordinary shares by Employee Benefit Trust1 | (4.5) | – | – |
| Repayment of long term loan | – | (133.6) | (133.6) |
| Movement in short term loans and overdrafts | 6.6 | 0.5 | 91.4 |
| Equity dividend paid | (6.2) | (6.2) | (6.2) |
| Net cash inflow/(outflow) from Financing Activities | (4.1) | (139.3) | (48.4) |
| Increase/(decrease) in cash and cash equivalents in | |||
| the period | 171.7 | (30.7) | (84.0) |
| Cash and cash equivalents at the start of the period | 99.1 | 119.0 | 185.0 |
| Effect of foreign exchange rate changes on cash and | |||
| cash equivalents | (7.4) | (2.8) | (1.9) |
| Cash and cash equivalents at the period end | 263.4 | 85.5 | 99.1 |
| Reconciliation: | |||
| Cash at bank | 214.0 | 56.5 | 65.6 |
| Money market funds (included in portfolio investments) | 49.4 | 29.0 | 33.5 |
| Cash and cash equivalents at the period end2 | 263.4 | 85.5 | 99.1 |
1 Shares are disclosed in 'own shares reserve' on the consolidated balance sheet.
2 The reconciliation of cash and cash equivalents in the period ended 30 September 2010 and the year ended 31 March 2011 included bank loans and overdrafts of £0.5m and £249.0m respectively. Bank loans and overdrafts have been reclassified as financing activities in accordance with IAS 7 and the corresponding periods restated.
These financial statements are the half-yearly consolidated financial statements of RIT Capital Partners plc and its subsidiaries for the six months ended 30 September 2011. They are prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority, and with International Accounting Standard IAS 34, Interim Financial Reporting, as adopted by the European Union, and were approved on 28 November 2011. These half-yearly financial statements should be read in conjunction with the Annual Report and Accounts for the year ended 31 March 2011, which were prepared in accordance with IFRS, as adopted by the European Union, as they provide an update of previously reported information. The half-yearly consolidated financial statements have been prepared in accordance with the accounting policies set out in the notes to the consolidated financial statements for the year ended 31 March 2011, with the exception of the adoption of IAS 24 Related Party Disclosures (revised) and amendments as set out below.
From 22 September 2011 the Group converted its long term incentive plan (which uses share appreciation rights or SARs) from a cash-settled to a share-settled basis. In accordance with IFRS 2, we have used an option pricing model to determine the value of these SARs at the date of conversion. This value will be spread over the relevant service period. This change in accounting had no material impact on the results in the period under review. Further details will be provided in the 31 March 2012 Annual Report and Accounts.
The unquoted portfolio has been re-valued as at 30 September 2011 by the Valuation Committee as part of its detailed, six-monthly review of the fair value of these investments. This determination requires significant management judgement.
The earnings per ordinary share for the six months ended 30 September 2011 is based on the net loss of £182.2 million (six months ended 30 September 2010: net loss of £27.3 million; year ended 31 March 2011: net profit of £171.8 million) and the weighted average number of ordinary shares in issue during the period of 153.9 million (six months ended 30 September 2010: 153.9 million; year ended 31 March 2011: 153.9 million). Towards the end of September 2011 the Group purchased 364,400 of its own shares through an Employee Benefit Trust (EBT) to settle its expected future liability under its SAR plan. This resulted in a diluted weighted average number of shares for the period of 153.9 million and as such had no impact on the earnings per ordinary share.
The earnings per ordinary share figure can be further analysed between revenue and capital as set out below:
| Six months ended 30 September 2011 £ million |
Six months ended 30 September 2010 £ million |
Year ended 31 March 2011 £ million |
|
|---|---|---|---|
| Net revenue profit/(loss) | 12.4 | (0.5) | 5.4 |
| Net capital profit/(loss) | (194.6) | (26.8) | 166.4 |
| Profit/(loss) for the period | (182.2) | (27.3) | 171.8 |
| Pence per share |
Pence per share |
Pence per share |
|
| Revenue earnings/(loss) per ordinary share | 8.1 | (0.3) | 3.5 |
| Capital earnings/(loss) per ordinary share | (126.5) | (17.4) | 108.2 |
| Diluted/basic earnings per ordinary share | (118.4) | (17.7) | 111.7 |
20
The basic NAV per ordinary share as at 30 September 2011 was 1,168.7p, based on the net assets attributable to equity shareholders of £1,793.9 million (30 September 2010: £1,784.5 million; 31 March 2011: £1,984.0 million) and the number of ordinary shares in issue (excluding shares held by the EBT) at 30 September 2011 of 153.5 million (30 September 2010: 153.9 million; 31 March 2011: 153.9 million). On a fully diluted basis (including the shares held by the EBT) the number of ordinary shares in issue was 153.9 million resulting in a diluted NAV per share of 1.165.9p.
| Six months | Six months | Year | |
|---|---|---|---|
| ended | ended | ended | |
| 30 September | 30 September | 31 March | |
| 2011 | 2010 | 2011 | |
| £ million | £ million | £ million | |
| Dividends paid | 6.2 | 6.2 | 6.2 |
| Pence per share | 4.0p | 4.0p | 4.0p |
The financial information contained in this Half-Yearly Financial Report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the half years ended 30 September 2011 and 30 September 2010 has been reviewed, not audited.
The information for the year ended 31 March 2011 has been extracted from the latest published audited financial statements. The audited financial statements for the year ended 31 March 2011 have been filed with the Registrar of Companies and the report of the auditors on those accounts contained no qualification or statement under section 498(2) or (3) of the Companies Act 2006.
The Company's £1 ordinary shares are listed on the London Stock Exchange and may be identified using the following codes:
TIDM: RCP LN SEDOL: 0736639 GB ISIN: GB0007366395
The closing price of the shares is published in the Financial Times, The Times, the Daily Telegraph, the Independent and the London Evening Standard. Daily and 15 minute delay share price information is displayed on the Company's website: www.ritcap.co.uk.
The Company's registrar may be contacted as follows:
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Tel: 0870 703 6307 Overseas: +44 870 703 6307
Shareholders (but not ISA or savings scheme members) may contact the registrar should they need to notify a change of name or address, or have a query regarding the registration of their holding or the payment of a dividend. Shareholders who wish to have dividends credited directly to their bank account rather than paid by cheque may do so by arrangement with the Company's registrar. Shareholders may also arrange with the Company's registrar to have their dividend payment converted into RIT Capital Partners plc ordinary shares.
Registered holders of ordinary shares of RIT Capital Partners plc may elect to communicate with the Company electronically as an alternative to receiving hard copy accounts and circulars. This facility is provided by the Company's registrars, Computershare Investor Services PLC, and shareholders should register online at www.investorcentre.co.uk and select the Electronic Shareholder Communications section to participate. To complete the registration process shareholders will need their postcode or country of residence, along with their Shareholder Reference Number, as shown on their share certificates or dividend advices. You will also be asked to agree to the Terms and Conditions for Electronic Communication with Shareholders.
The registration may also be effected through the Company's website and registered shareholders also have the facility to check their shareholding or cast proxy votes at general meetings electronically if they wish.
Investors may purchase the Company's shares through its ISA or Savings Scheme, rather than through a stockbroker or other intermediary. ISA and Savings Scheme investments may be either lump sum or by regular monthly payments. Application forms and full details of the Scheme's operation and its terms and conditions are contained in the ISA and Savings Scheme brochures, which may be downloaded from our website www.ritcap.co.uk or requested either direct from the Company (020 7697 6203) or from the ISA/Savings Scheme Administrator, whose contact details are as follows:
The RIT Capital Partners plc ISA/Savings Scheme c/o The Bank of New York Mellon (International) Limited 12 Blenheim Place Edinburgh EH7 5JH Tel: 0844 892 0917
Lord Rothschild (Chairman) Mikael Breuer-Weil Duncan Budge (retired 28 November 2011)
John Cornish Lord Douro John Elkann (resigned 28 July 2011) James Leigh-Pemberton Michael Marks Lord Myners Sandra Robertson Rick Sopher Bill Winters (appointed 10 October 2011, non-independent)
J. Rothschild Capital Management Limited (a wholly-owned subsidiary) 27 St James's Place London SW1A 1NR
PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT
Linklaters LLP One Silk Street London EC2Y 8HQ
The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: 0870 703 6307/Overseas: +44 870 703 6307
AIC
The Company is a member of the Association of Investment Companies www.theaic.co.uk
27 St James's Place London SW1A 1NR Tel: 020 7493 8111 Fax: 020 7493 5765 email: [email protected]
www.ritcap.co.uk
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