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Personal Assets Trust PLC — Annual Report 2012
Apr 30, 2012
4676_10-k_2012-04-30_57ebb1b7-ffdc-41c6-ba69-6b94f6bc29f0.pdf
Annual Report
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PERSONAL ASSETS TRUST PLC
ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 30 APRIL 2012
CORPORATE INFORMATION
BOARD OF DIRECTORS
Hamish Buchan (Chairman) Robin Angus Martin Hamilton-Sharp Gordon Neilly Stuart Paul Frank Rushbrook
EXECUTIVE OFFICE
Robin Angus (Executive Director) Steven Budge Steven Cowie Steven Davidson Matthew Fleming
10 St Colme Street Edinburgh EH3 6AA
Telephone: 0131 538 1400 www.patplc.co.uk
SHAREHOLDER INFORMATION
Telephone: 0131 538 6605
INVESTMENT ADVISER
Troy Asset Management Limited Brookfield House 44 Davies Street London W1K 5JA
www.taml.co.uk
CUSTODIAN BANKERS
JPMorgan Chase Bank 125 London Wall London EC2Y 5AJ
SOLICITORS
Dickson Minto WS 16 Charlotte Square Edinburgh EH2 4DF
COMPANY SECRETARY
Steven Davidson ACIS Personal Assets Trust Administration Company Limited 10 St Colme Street Edinburgh EH3 6AA
Telephone: 0131 538 1400
REGISTRARS
Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
Telephone: 0871 384 2459
INVESTMENT PLAN ADMINISTRATION
Halifax Share Dealing Limited Lovell Park Road Leeds LS1 1NS
Telephone: 0845 850 0181
STOCKBROKERS
JPMorgan Cazenove 10 Aldermanbury London EC2V 7RF
AUDITORS
Ernst & Young LLP Ten George Street Edinburgh EH2 2DZ
REGISTERED OFFICE
10 St Colme Street Edinburgh EH3 6AA
Telephone: 0131 538 1400
IDENTIFICATION CODES
SEDOL: 0682754 ISIN: GB0006827546 Bloomberg: PNL LN EPIC: PNL
| Corporate Information inside front cover | |
|---|---|
| Key Features2 | |
| Performance 2002^20123 | |
| Chairman's Statement 4 | |
| Investment Adviser's Report5 | |
| Portfolio as at 30 April 20126 | |
| Geographic Analysis of Equity Investments as at 30 April 2012 6 | |
| Record 1983^2012 7 | |
| Board of Directors8 | |
| Business Review for the Year to 30 April 2012 9 | |
| Directors' Report 12 | |
| Directors' Remuneration Report 16 | |
| Corporate Governance 18 | |
| Statement of Directors' Responsibilities 21 | |
| Independent Auditors' Report to the Members of Personal Assets Trust PLC 22 | |
| Group Income Statement 24 | |
| Balance Sheets 25 | |
| Group Statement of Changes in Equity 26 | |
| Company Statement of Changes in Equity 27 | |
| Cash Flow Statements 28 | |
| Notes to the Accounts 29 | |
| Notice of Annual General Meeting 42 |
KEY FEATURES
(ALL FIGURES AS AT 30 APRIL)
| 2012 | 2011 | 2009 | 2007 | 2002 | |
|---|---|---|---|---|---|
| Market Capitalisation | »470.4m | »313.2m | »173.6m | »193.4m | »95.2m |
| Shareholders' Funds | »463.5m | »310.0m | »171.1m | »192.4m | »92.4m |
| Shares Outstanding | 1,380,659 | 984,803 | 745,231 | 726,921 | 454,472 |
| Effective Liquidity | 50.0%(1) | 45.4%(2) | 29.9%(3) | 50.7% | 48.9% |
| Share Price | »340.70 | »318.00 | »233.00 | »266.00 | »209.50 |
| NAV per Share | »335.69 | »314.78 | »229.64 | »264.70 | »203.38 |
| FTSE All-Share Index | 2,984.67 | 3,155.03 | 2,173.06 | 3,355.60 | 2,512.04 |
| Premium to NAV | 1.5% | 1.0% | 1.5% | 0.5% | 3.0% |
| Earnings per Share | »5.32 | »5.68 | »5.34 | »5.08 | »3.88 |
| Dividend per Share | »5.55 | »5.40 | »5.00 | »4.10 | »2.80 |
Effective liquidity includes holding in gold of: (1) 12.4%; (2) 13.8%; and (3) 5.8%.
| Percentage Changes | ||||
|---|---|---|---|---|
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Market Capitalisation | 50.2 | 171.0 | 143.2 | 394.1 |
| Shareholders' Funds | 49.5 | 170.9 | 140.9 | 401.6 |
| Shares Outstanding | 40.2 | 85.3 | 89.9 | 203.8 |
| Share Price | 7.1 | 46.2 | 28.1 | 62.6 |
| NAV per Share | 6.6 | 46.2 | 26.8 | 65.1 |
| FTSE All-Share Index | (5.4) | 37.3 | (11.1) | 18.8 |
| Share Price Total Return | 8.9 | 54.2 | 40.3 | 94.0 |
| NAV per Share Total Return | 8.5 | 54.2 | 39.2 | 96.8 |
| FTSE All-Share Index Total Return | (2.0) | 52.2 | 6.5 | 67.5 |
| Share Price relative to FTSE All-Share Index | 13.2 | 6.5 | 44.1 | 36.9 |
| NAV relative to FTSE All-Share Index | 12.7 | 6.5 | 42.6 | 39.0 |
| Share Price Total Return relative to FTSE All-Share Index Total Return |
11.1 | 1.3 | 31.7 | 15.8 |
| NAV Total Return relative to FTSE All-Share Index Total Return |
10.7 | 1.3 | 30.7 | 17.5 |
| Dividend Growth | 2.8 | 11.0 | 35.4 | 98.2 |
| Inflation (RPI) | 3.5 | 14.7 | 18.1 | 38.0 |
| Inflation (CPI) | 3.0 | 11.7 | 17.6 | 29.0 |
PERFORMANCE 2002-2012
Share Price and NAV in » versus FTSE All-Share Index
Performance Relative to FTSE All-Share Index
CHAIRMAN'S STATEMENT
Since Personal Assets became a self-managed trust in 1990 the Board's policy has been to measure performance not over individual years but over rolling three year periods. The three years to 30 April 2012 have been the first during which we have worked with Sebastian Lyon as our Investment Adviser (we appointed Troy in March 2009). I am happy to record that during the period our net asset value (''NAV'') and our share price both rose by 46.2% against the 37.3% rise in our comparator, the FTSE All-Share Index (''FTSE''), an outperformance of 6.5%.
It is important, however, not to place too much emphasis on any one period.While our short term performance may be a relief to some shareholders, to us this is just clocking up the equivalent of a mile in a marathon and should be viewed as such. Furthermore, it is easier to quantify returns earned than risks avoided. Our cautious style of investment, which gives priority to preservation of capital, means that we will always be likely to underperform during short term market surges. It also means, however, that the volatility of our returns is lower. In contrast to the FTSE, which fell by 5.4% over the year to 30 April 2012, our NAV and share price have risen during each of the last three years.
Given that we yield considerably less than the FTSE, it is much harder to stay ahead of it in total return terms. However, we succeeded (albeit narrowly) over the three years to 30 April 2012, returning 54.2% on our NAV and our share price compared to the FTSE's 52.2%. This builds on the long-term record that Sebastian inherited from Ian Rushbrook. Since 30 April 2002, shareholders in Personal Assets have received a price total return of 94.0% compared to the FTSE's 67.5%, equivalent to an outperformance of 1.5% annually over a nail-biting decade of switchback market movements.
In his Investment Adviser's Report, Sebastian describes the difficult investment environment in which Personal Assets is having to operate as we strive to preserve shareholders' capital. Here I should add a word about revenue. This year we increased our dividend by 2.8% and our long-term record of dividend growth is impressive: 98.2% over the last decade compared to the 38.0% rise in the RPI. In today's zero interest rate world, however, and given our large holdings in gold and inflation-protected bonds, it becomes ever harder to earn income without putting capital preservation at risk.
For the time being, our policy of seeking real dividend growth over the longer term and never cutting the dividend remains unchanged. The Board keeps under constant review the sometimes uneasy balance between capital preservation and seeking income. During the coming months we shall be considering not only the recent change to the law which permits investment trusts to distribute capital profits as dividends (something which on the face of it seems unlikely to appeal to Personal Assets shareholders) but also the various limits and restrictions currently set out in our investment policy, to make sure it is fit for purpose in enabling us to pursue our declared objectives.
An alternative way for shareholders to receive a regular income from a holding in Personal Assets is through our Cash Income Option in our Investment Plan. We have decided to simplify this and also to extend the principle to the Personal Assets Individual Savings Account (''ISA'') as well, so that it will in future be possible for holders to draw a quarterly tax-free sum from their ISA investment pool. Further information will again be found in Quarterly No. 65.
During the year we issued 395,856 new Ordinary shares, raising »132 million of additional capital. On behalf of the Board I welcome warmly those who have become shareholders for the first time and hope that we will have the opportunity to meet many of you either at the Annual General Meeting on 26 July in Edinburgh or at our London Shareholder Meeting on 23 January 2013. Our wholly-owned subsidiary, Personal Assets Administration Company (''PATAC''), also made good progress during the year and now provides secretarial and administration services to three other investment trust companies as well as to Personal Assets itself. This enables us to spread the cost of maintaining the high level of personal service upon which Personal Assets prides itself.
Hamish Buchan
INVESTMENT ADVISER'S REPORT
The secular bear market in UK and US equities is now in its thirteenth year. How much longer must we wait until we can again be fully invested (or even geared!) and reap the double-digit returns we long for? Ask the policy makers! Stocks would be considerably lower were central banks not keeping stock prices artificially high by means of zero interest rates and quantitative easing. Despite these interferences, stock markets have gone sideways during the past year. Savers have not been rewarded for taking risk and hence our cautious strategy has paid off, for now, although we are likely to lag short term rises in the market should further monetary interventions be forthcoming.
Politicians in Europe are confronted with the invidious choice between severe austerity, which is likely to lead to periodic recessions and declining tax revenues, or incautious borrowing in the hope of buying growth. Both approaches will eventually force governments to pay higher rates of interest on debts. The maths do not stack up. No wonder governments are looking to extricate themselves from an intractable problem by leaning on central bankers to pull their inflationary strings. But our greatest concern is that the European challenges that have dogged markets since early 2010 are merely the dress rehearsal for the main event ^ a US fiscal crisis. While the UK and Europe have at least tried to tame their budget deficits, the United States has pushed ever harder on the fiscal accelerator. Stock markets swooned last August when they got a shock preview of what might happen should the brakes be applied. Following the public disagreement in Washington over increasing the public debt ceiling, the Dow Jones Industrials Index fell 13% in seven trading days.
During the past year, the Swiss National Bank and the European Central Bank have demonstrated the triumph of hope over experience by joining the Bank of England and the Federal Reserve as late entrants in the race to debase their currencies. Gold divides opinion among investors but, for us, the precious metal remains a cornerstone of the portfolio. Bullion protects us from the huge expansion of central bank balance sheets. It is the only currency that politicians and policy makers cannot print.
While markets have been busy going nowhere over the past year, we have been busy doing nothing. From our perspective, little has changed and portfolio turnover of our equities was less than 10%. Stock market valuations are not compelling. Historical earnings may be misleading as they have been flattered by two decades of self-destructive credit growth. Recent history, like past performance, is no guide to the future. Tesco's woes provided further evidence of the challenges facing the UK economy. The company began to suffer from lower consumer demand in 2011. By holding on to the shares for too long we were (unusually for us) guilty of over optimism. Tesco's problems are a microcosm of the new economic reality we face. Consumer and business demand is re-adjusting, which will be a prolonged and painful process. We have subsequently sold our entire holding of Tesco.
We acquired a new holding in Imperial Oil. In an energy sector where integrated oil companies have failed to replace reserves or have bought assets in unpredictable and insalubrious parts of the world, Imperial has the benefit that all of its energy reserves are in Canada, a stable democracy that respects private investment and the rule of law. Its track record of looking after its shareholders is outstanding and it has paid a dividend, uninterrupted, for the past 110 years. Investors undervalue these virtues, especially the lack of geopolitical risk. Kindly making our point for us was Argentina's recent appropriation of oil interests, causing a 20% fall in the share price of the Spanish oil company, Repsol.
Central bankers today would do well to heed the warning from the economist, Ludwig von Mises:
''If the practice persists of covering government deficits with the issue of notes, then the day will come without fail, sooner or later, when the monetary systems of those nations pursuing this course will break down completely. The purchasing power of the monetary unit will break down more and more until, finally it disappears completely.''
Our task of preserving Personal Assets shareholders' wealth is unlikely to get any easier in the near future. Thank you for the faith you have shown in us.
Sebastian Lyon
PORTFOLIO AS AT 30 APRIL 2012
| Valuation 30 April 2012 |
Shareholders' funds |
|||
|---|---|---|---|---|
| Holding | Country | Equity Sector | »'000 | % |
| US TIPS | USA | ^ | 102,463 | 22.2 |
| Gold Bullion | ^ | ^ | 57,460 | 12.4 |
| Singapore Treasury Bills | Singapore | ^ | 31,122 | 6.7 |
| UK Treasury Bills | UK | ^ | 28,993 | 6.2 |
| British American Tobacco | UK | Tobacco | 19,665 | 4.2 |
| Microsoft | USA | Software | 18,045 | 3.9 |
| Nestle¤ | Switzerland | Food Producer | 17,846 | 3.8 |
| Centrica | UK | Utility | 15,872 | 3.4 |
| Coca-Cola | USA | Beverages | 15,139 | 3.3 |
| Becton Dickinson | USA | Pharmaceuticals | 13,771 | 3.0 |
| Philip Morris International | USA | Tobacco | 13,411 | 2.9 |
| Imperial Oil | Canada | Oil & Gas | 12,445 | 2.7 |
| Diageo | UK | Beverages | 12,198 | 2.6 |
| GlaxoSmithKline | UK | Pharmaceuticals | 10,755 | 2.3 |
| Newmont Mining | USA | Mining | 10,564 | 2.3 |
| Johnson & Johnson | USA | Pharmaceuticals | 8,963 | 1.9 |
| Colgate Palmolive | USA | Personal Products | 8,621 | 1.9 |
| Sage Group | UK | Technology | 8,583 | 1.9 |
| Vodafone | UK | Telecommunications | 8,502 | 1.8 |
| Unilever | UK | Food Producer | 8,181 | 1.8 |
| Berkshire Hathaway | USA | Insurance | 7,117 | 1.5 |
| Altria | USA | Tobacco | 7,088 | 1.5 |
| Newcrest Mining | Australia | Mining | 5,877 | 1.3 |
| Agnico Eagle Mines | Canada | Mining | 4,645 | 1.0 |
| Greggs | UK | Food | 4,500 | 1.0 |
| Total investments | 451,826 | 97.5 | ||
| Net current assets | 11,647 | 2.5 | ||
| Shareholders' funds | 463,473 | 100.0 |
GEOGRAPHIC ANALYSIS OF EQUITY INVESTMENTS AS AT 30 APRIL 2012
| Valuation | Shareholders' | ||
|---|---|---|---|
| 30 April 2012 | Equity | funds | |
| »'000 | % | % | |
| US equities | 102,719 | 44.3 | 22.2 |
| UK equities | 88,256 | 38.1 | 19.0 |
| Swiss equities | 17,846 | 7.7 | 3.8 |
| Canadian equities | 17,090 | 7.4 | 3.7 |
| Australian equities | 5,877 | 2.5 | 1.3 |
| Total equity investments | 231,788 | 100.0 | 50.0 |
RECORD 1983-2012
| Date 30 April |
Share- holders' Funds »'000 |
Shares Out- standing |
Net asset value per share (») |
Share Price (») |
Earnings per share(1) per (») |
Dividend share (») |
Dividend Growth (%) |
Inflation (RPI) (%) |
|---|---|---|---|---|---|---|---|---|
| 1983 (Sept) | 5,397 | 149,313 | 36.15 | 22 | ||||
| 1984 | 4,797 | 149,313 | 32.13 | 30 | 0.43 | 0.40 | ||
| 1985 | 6,011 | 149,313 | 40.26 | 39 | 0.21 | 0.20 | ||
| 1986 | 6,988 | 149,313 | 46.80 | 40 | 0.38 | 0.35 | ||
| 1987 | 9,168 | 149,313 | 61.40 | 54 | 0.61 | 0.50 | ||
| 1988 | 8,283 | 149,313 | 55.47 | 44 | 1.12 | 1.00 | ||
| 1989 | 9,174 | 149,313 | 61.44 | 51 | 1.46 | 1.25(2) | ||
| 1990(3) | 8,462 | 149,313 | 56.67 | 391 /2 |
1.09 | 1.00 | ||
| 1991 | 9,006 | 149,313 | 60.32 | 481 /2 |
1.45 | 1.50 | 50.0 | 6.4 |
| 1992 | 10,589 | 149,313 | 70.92 | 66 | 1.67 | 1.60 | 6.7 | 4.3 |
| 1993 | 11,441 | 152,187 | 75.18 | 811 /2 |
2.52 | 1.80 | 12.5 | 1.3 |
| 1994 | 12,987 | 152,187 | 85.34 | 891 /2 |
2.12 | 1.95 | 8.3 | 2.6 |
| 1995 | 13,939 | 152,187 | 91.59 | 87 | 2.00 | 2.00 | 2.6 | 3.3 |
| 1996 | 19,473 | 169,173 | 115.11 | 1181 /2 |
2.90 | 2.20 | 10.0 | 2.4 |
| 1997 | 27,865 | 208,114 | 133.89 | 1411 /4 |
3.01 | 2.30 | 4.5 | 2.4 |
| 1998 | 48,702 | 270,250 | 180.21 | 1991 /2 |
3.57 | 2.45 | 6.5 | 4.0 |
| 1999 | 65,200 | 323,966 | 201.26 | 2021 /2 |
3.67 | 2.55 | 4.1 | 1.6 |
| 2000 | 73,751 | 369,121 | 199.80 | 202 | 2.98 | 2.621 /2 |
2.9 | 3.0 |
| 2001 | 78,000 | 376,750 | 207.03 | 2081 /2 |
3.27 | 2.70 | 2.9 | 1.8 |
| 2002 | 92,430 | 454,472 | 203.38 | 2091 /2 |
3.88 | 2.80 | 3.7 | 1.5 |
| 2003 | 104,324 | 559,925 | 186.32 | 1933 /4 |
3.40 | 2.90 | 3.6 | 3.1 |
| 2004 | 134,770 | 641,253 | 210.17 | 2141 /2 |
3.98 | 3.10 | 6.9 | 2.5 |
| 2005 | 149,834 | 677,185 | 221.26 | 2243 /4 |
3.41 | 3.40 | 9.7 | 3.2 |
| 2006 | 189,351 | 739,234 | 256.14 | 2591 /4 |
3.78 | 3.70 | 8.8 | 2.6 |
| 2007 | 192,416 | 726,921 | 264.70 | 266 | 4.95 | 4.10 | 10.8 | 4.5 |
| 2008 | 188,664 | 733,051 | 257.37 | 2581 /4 |
5.59 | 4.60 | 12.2 | 4.2 |
| 2009 | 171,132 | 745,231 | 229.64 | 233 | 5.34 | 5.00 | 8.7 | (1.2) |
| 2010 | 233,785 | 815,281 | 286.75 | 2891 /2 |
4.61 | 5.20 | 4.0 | 5.3 |
| 2011 | 310,000 | 984,803 | 314.78 | 318 | 5.68 | 5.40 | 3.8 | 5.2 |
| 2012 | 463,473 | 1,380,659 | 335.69 | 3407 /10 |
5.32 | 5.55 | 2.8 | 3.5 |
Shares outstanding and per share values have been adjusted for the 1 for 100 consolidation of Ordinary shares in January 1993.
(1) Based on the weighted average number of shares in issue during the year.
(2) Includes special dividend of »0.25 per share.
(3) Personal Assets became self managed in 1990.
BOARD OF DIRECTORS
Hamish Buchan
Joined the Board as a non-executive Director in 2001 and became Chairman in 2009.
Shares held: 1,039 Fees: »36,000
He has worked in the investment trust sector since 1969 and headed the award-winning Wood Mackenzie (later, NatWest Securities) trust research team for many years. He is a past Chairman of the Association of Investment Companies.
Other Trust Directorships: Aberforth Smaller Companies; Templeton Emerging Markets; The Scottish Investment Trust.
Robin Angus
Joined the Board as a non-executive Director in 1984 and became Executive Director in 2002.
Shares held: 2,837 Fees: nil Salary: »190,000
He has worked in the investment trust sector since 1977. He trained as an investment trust manager at Baillie, Gifford & Co and worked with Hamish Buchan for 17 years as an investment trust analyst.
Other Trust Directorships: None.
Martin Hamilton-Sharp
Joined the Board as a non-executive Director in 1990.
Shares held: 2,809 Fees: »18,000
For over 20 years he was responsible for managing Equitable Life Assurance Society's substantial investment trust portfolio. He later served as a director of Jupiter Asset Management.
Other Trust Directorships: None.
Gordon Neilly
Joined the Board as a non-executive Director in 1997.
Shares held: 1,204 Fees: »18,000
Currently a consultant to Canaccord Genuity. Previously was Managing Director, with responsibility for Canaccord Genuity's general financials and investment companies business. He was previously Chief Executive of Intelli Corporate Finance and Finance and Business Development Director of Ivory & Sime. He was Company Secretary of Personal Assets for ten years and has considerable experience and knowledge of investment trusts.
Other Trust Directorships:INVESCO Leveraged High Yield Fund.
Stuart Paul
Joined the Board as a non-executive Director in 2009.
Shares held: 3,406 Fees: »18,000
Managing Partner of the Asia Pacific Emerging Markets equity team at First State Stewart and has a wide knowledge of international markets.
Other Trust Directorships: None
Frank Rushbrook
Joined the Board as a non-executive Director in 2009.
Shares held: 12,113 Fees: »18,000
Partner in Nettle Capital Management LLP and Rushbrook & Co LLP. He has considerable experience of European Mid and Small Cap Markets.
Other Trust Directorships: None
BUSINESS REVIEW FOR THE YEAR TO 30 APRIL 2012
INTRODUCTION
The review which follows is designed to provide shareholders with information about:
- . the environment within which the Company operates;
- . the Board's strategy for achieving its stated objectives;
- . principal risks and risk management; and
- . shareholders' returns measured against key performance indicators.
COMPETITIVE AND REGULATORY ENVIRONMENT
The Company is an investment trust quoted on the London Stock Exchange and is a member of the Association of Investment Companies (''AIC'').
The Company operates so as to comply with Section 1158 of the Corporation Taxes Act 2010, which allows it to be exempted from capital gains tax on investment gains.
In addition to publishing annual and interim accounts the Company announces net asset values per share daily and provides more detailed statistical information on a monthly basis to the AIC in order to enable investors and brokers to compare its performance and other relevant information with those of its peer group, the AIC Global Growth Sector.
The Company also publishes quarterly reports on subjects of investment interest to shareholders together with portfolio information and performance statistics.
STRATEGY FOR ACHIEVING OBJECTIVES
Personal Assets is an investment trust run expressly for private investors. Its capital structure is the simplest possible for an investment trust, consisting only of Ordinary shares.
The Company is a self-managed investment trust run by its Board, which takes all major investment decisions collectively. The day-to-day management of the portfolio has been delegated by the Board to Troy Asset Management Limited (''Troy''), the Investment Adviser, and is the responsibility of Sebastian Lyon, the Chief Executive of Troy, in particular.
The Directors, Sebastian Lyon and their respective families have substantial shareholdings in the Company (worth in aggregate »24.0 million as at 20 June 2012) and those who run the Company therefore have a community of interest with those who invest in it.
A review of the Company's returns during the financial year, the position of the Company at the year end and the outlook for the coming year are contained within the Chairman's Statement and Investment Adviser's Report on pages 4 and 5.
INVESTMENT POLICY
The Company's investment policy is to protect and increase (in that order) the value of shareholders' funds per share over the long term and to earn as high a total return as is compatible with a risk equivalent to that of the FTSE All-Share Index. Since Personal Assets invests for the long term, the Board assesses performance not annually at the end of each accounting year but over rolling three-year periods.
The Company's equity portfolio is usually concentrated in a short list of stocks and turnover tends to be low. There are no predefined maximum or minimum exposure levels for asset classes but these exposures are reported to, and monitored by, the Board in order to ensure that adequate diversification is achieved. No
BUSINESS REVIEW FOR THE YEAR TO 30 APRIL 2012 (CONTINUED)
holding in an individual company will represent more than 15% by value of the Company's investments at the time of acquisition.
The Company's portfolio will have a high UK content. Depending on circumstances, however, the Company may want to hold investments overseas, typically in the United States. While the Company invests predominantly in the UK, overseas exposure for the Company may range between 50% of total assets and zero. The Company is prepared to make use of both gearing and liquidity, the former by using either short-term borrowed funds or (more likely) derivatives such as FTSE 100 Futures. When it believes markets to be overvalued, the Company may either hold part of its resources in cash, cash equivalents (which may, depending on circumstances, include gold) or short term fixed interest securities, or use such derivatives as a way of reducing its equity exposure. The Company's gearing will not exceed 50% of shareholders' funds. In exceptional circumstances, the Company's liquidity could be as high as 100% of shareholders' funds. These limits would not be exceeded without shareholder approval.
The Company may from time to time hold fixed interest or index-linked securities and make use of currency hedging. The Company may also invest in other investment trusts, especially as a way of gaining exposure to a geographical or industrial area in which the Company preferred not to invest directly. The Company's policy is not to invest more than 15% of its gross assets in other investment trusts and other listed investment companies.
An analysis of the investment portfolio as at 30 April 2012 can be found on page 6.
DIVIDEND POLICY
The Company aims to pay as high, secure and sustainable a dividend as is compatible with maintaining its investment flexibility. Dividends are paid in July, October, January and April of each year. It is the Directors' intention that the dividend paid by the Company will continue to grow in real terms over the longer term relative to both the Retail Price Index and the Consumer Price Index and it is the Directors' policy never to cut the dividend rate, so shareholders know that each quarterly payment will at least equal the previous one.
DISCOUNT AND PREMIUM CONTROL POLICY
Investment trusts have long suffered from volatile discounts to net asset value. Sometimes, too, the shares of individual investment trusts may sell temporarily at a significant premium to net asset value. This can put those investing regularly through investment plans at a disadvantage, because they may find themselves buying shares at a sizeable premium which almost certainly will not be sustained and which will therefore have an adverse effect on the return from their investment.
In view of the disadvantages to shareholders of such discount and premium fluctuations, the Company's policy is to ensure that the shares always trade at close to net asset value through a combination of share buybacks coupled to the issue of new shares at a small premium to net asset value where demand exceeds supply. This discount and premium control policy is enshrined in the Articles of Association of the Company.
PRINCIPAL RISKS AND RISK MANAGEMENT
The Board believes that the principal risks to shareholders, which it seeks to mitigate through continual review of its investments and through shareholder communication, are events or developments which can affect the general level of share prices, including, for instance, inflation or deflation, economic recessions and movements in interest rates.
BUSINESS REVIEW FOR THE YEAR TO 30 APRIL 2012 (CONTINUED)
Other risks faced by the Company include breach of regulatory rules which could lead to suspension of the Company's Stock Exchange listing, financial penalties, or a qualified audit report. Breach of Section 1158 of the Corporation Taxes Act 2010 could lead to the Company being subject to tax on capital gains. Details of the Company's financial risks are contained in the Notes to the Accounts on pages 29^41.
In the mitigation and management of these risks, the Board regularly monitors the investment environment and the management of the Company's investment portfolio, and applies the principles detailed in the guidance provided by the Financial Reporting Council. The Company's internal controls are described in more detail on page 20.
PERFORMANCE
The Board assesses its performance in meeting the Company's objective against the following Key Performance Indicators, details of which can be found in the Key Features on page 2:
- . Net asset value per share and share price against the FTSE All-Share Index over a rolling three-year period whilst aiming to protect and increase (in that order) the value of shareholders' funds per share in accordance with the Company's investment objective.
- . Dividend against the Retail Price Index and the Consumer Price Index.
- . The range and volatility of the discount or premium at which the Company's shares trade to its net asset value.
By Order of the Board
Steven K Davidson Secretary 10 St Colme Street Edinburgh EH3 6AA
20 June 2012
DIRECTORS' REPORT
The Directors have pleasure in presenting their Annual Report together with the Accounts of the Company and the Group for the year to 30 April 2012.
ACTIVITIES AND BUSINESS REVIEW
A review of the Company's activities and a business review which includes the Company's performance against its Key Performance Indicators are given on pages 9^11 and in the Chairman's Statement and Investment Adviser's Report. The Business Review does not include information about environmental matters and community issues, as these are not considered to be relevant to an understanding of the development, performance or position of the Company's business.
PRINCIPAL ACTIVITY AND STATUS
The Company is incorporated in Scotland (registered number SC074582). It is an investment company as defined by Section 833 of the Companies Act 2006. It carries on the business of an investment trust and has been approved as such by HM Revenue & Customs up to 30 April 2011. Subsequently the Company's affairs have been conducted so as to enable it to continue to seek such approval. The Company will continue to seek approval under Section 1158 of the Corporation Taxes Act 2010 each year.
The Company has a wholly owned subsidiary, incorporated in Scotland, Personal Assets Trust Administration Company Limited, which provides secretarial and administration services to Personal Assets Trust and three other investment trust companies.
CAPITAL STRUCTURE
As at 30 April 2012 there were 1,380,659 Ordinary shares of »12.50 each in issue.
During the year the Company issued 395,856 shares from its Prospectuses and block listings for net proceeds of »132,040,000.
The revenue profits of the Company (including accumulated revenue reserves) are available for distribution by way of dividends to the holders of the Ordinary shares (excluding any Ordinary shares held in Treasury, which have no entitlement to dividends).
Voting rights and deadlines for exercising voting rights can be found in the Notice of Annual General Meeting on pages 42^45.
RESULTS AND DIVIDEND
The results for the year are set out in the Group Income Statement on page 24.
| Group »'000 |
|
|---|---|
| Revenue available for dividends | 6,228 |
| Distributed as dividends: | |
| First interim dividend (»1.35 per share) paid on 22 July 2011 | (1,363) |
| Second interim dividend (»1.40 per share) paid on 21 October 2011 | (1,540) |
| Third interim dividend (»1.40 per share) paid on 20 January 2012 | (1,696) |
| Fourth interim dividend (»1.40 per share) paid on 20 April 2012 | (1,871) |
| Amount transferred from revenue reserve (»0.18 per share) | (242) |
STATEMENT OF DISCLOSURE OF INFORMATION TO AUDITORS
As far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
DIRECTORS' REPORT (CONTINUED)
DIRECTORS' INTERESTS
The Directors at the end of the year and their interests in the shares of the Company at 30 April 2012 and 30 April 2011 were as follows:
| Director | Interest | 2012 | 2011 |
|---|---|---|---|
| Hamish Buchan (Chairman) | Beneficial | 1,039 | 1,022 |
| Robin Angus | Beneficial | 2,837 | 2,778 |
| Martin Hamilton-Sharp | Beneficial | 2,809 | 2,718 |
| Gordon Neilly | Beneficial | 1,204 | 1,201 |
| Stuart Paul | Beneficial | 3,406 | 1,129 |
| Frank Rushbrook | Beneficial | 12,113 | 12,106 |
Since 30 April 2012, Mr Angus has acquired a beneficial interest in an additional 5 shares and Mr Paul in an additional 166 shares. There have been no other changes in the above holdings between 30 April 2012 and 20 June 2012.
INVESTMENT ADVISER
Troy Asset Management Limited (''Troy'') provides investment advisory services to the Company.
During the year the Board has reviewed the appropriateness of the Adviser's appointment. In carrying out its review the Board considered the investment performance of the Company since the appointment of Troy and the capability and resources of the Adviser to deliver satisfactory investment performance. It also considered the length of the notice period of the Investment Advisory agreement and the fees payable to the Adviser.
Following this review the Directors are confident of the Adviser's ability to deliver satisfactory investment performance. It is therefore their opinion that the continuing appointment of the Investment Adviser, on the terms agreed, is in the interests of shareholders.
As at 20 June 2012 Sebastian Lyon had an interest in 2,651 shares of the Company.
SUBSTANTIAL INTERESTS
As at 20 June 2012 the following holdings representing (directly or indirectly) 3% or more of the voting rights attaching to the issued share capital of the Company have been disclosed to the Company:
| Substantial Holders | Shares Held | Percentage |
|---|---|---|
| Personal Assets Trust ISA | 238,702 | 16.7 |
| Personal Assets Trust Investment Plan | 166,625 | 11.7 |
| Rushbrook Family Holding (including Frank Rushbrook) | 55,477 | 3.9 |
FINANCIAL INSTRUMENTS
Information on the Company's financial instruments can be found in the Business Review for the Year to 30 April 2012 on pages 9^11 and in the Notes to the Accounts on pages 29^41.
PRINCIPAL RISKS AND RISK MANAGEMENT
Information on the principal risks to shareholders and management of these risks can be found in the Business Review for the Year to 30 April 2012 on pages 9^11 and in Note 15 to the Accounts on pages 37^40.
DIRECTORS' INDEMNITY
The Company's Articles of Association entitle any Director or other Officer of the Company to be indemnified out of the assets of the Company against any loss or liability incurred by him in the execution of his duties in relation to the Company's affairs to the extent permitted by law.
DIRECTORS' REPORT (CONTINUED)
CREDITOR PAYMENT POLICY
The Company's payment policy is to settle investment transactions in accordance with market practice and to ensure settlement of supplier invoices in accordance with stated terms. The Company did not have any trade creditors at the year end.
RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING
Annual Report and Accounts
Resolutions 1 and 2 are, respectively, to receive the Annual Report and Accounts for the year to 30 April 2012 and to approve the Directors' Remuneration Report contained therein.
Directors
Resolutions 3, 4, 5, 6 and 7 are, respectively, to re-elect Hamish Buchan, Martin Hamilton-Sharp, Gordon Neilly, Stuart Paul and Frank Rushbrook, all of whom retire annually.
Resolution 8 is to re-elect Robin Angus, who, as an executive Director, also retires annually.
The Board confirms that each of the Directors seeking re-election continues to make a significant contribution to Board deliberations, and that Robin Angus continues to undertake his executive duties in an effective and committed manner. The Board therefore believes that it is in the interests of shareholders that the above Directors be re-elected.
Auditors
Resolution 9 is to re-appoint Ernst & Young LLP as auditors and fix their remuneration.
Authority to Issue Shares
During the year the Company issued three supplementary Prospectuses and a new Prospectus to allow the Company to continue its policy of issuing shares at a small premium to net asset value where the market allows.
In order to meet the continuing demand for shares, two resolutions will be proposed.
Resolution 10 is to authorise the Directors to issue new shares up to an aggregate nominal amount of »6,250,000, being 35.1% of the total issued shares as at 20 June 2012.
Resolution 11 is to enable the Directors to issue such new shares and to re-sell shares from Treasury (see Treasury Shares below) up to an aggregate nominal amount of »6,250,000, being 35.1% of the total issued shares as at 20 June 2012, for cash without first offering such shares to existing shareholders pro rata to their existing shareholdings.
If approved by shareholders, the authorities sought by Resolutions 10 and 11 will continue in effect until 31 October 2013, or, if earlier, the conclusion of the Company's Annual General Meeting in 2013.
The Directors issue new shares only when they believe it is advantageous to the Company's shareholders to do so and for the purpose of operating the Company's premium control policy. In no circumstances would such issue of new shares or re-sale of shares from Treasury result in a dilution of net asset value per share.
Authority to Buy Back Shares
During the year, the Company did not acquire any of its own shares, either for cancellation or to be held in Treasury. The Company's current authority to make market purchases of up to 14.99% of the issued Ordinary shares expires at the end of the Annual General Meeting.
DIRECTORS' REPORT (CONTINUED)
Resolution 12 is to renew the authority for a further period until the Company's Annual General Meeting in 2013. The price paid for shares on exercise of the authority will not be less than the nominal value of »12.50 per share or more than the higher of (a) 5% above the average of the middle market quotations of those shares for the five business days before the shares are purchased and (b) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange. The authority, which may be used to buy back shares either for cancellation or (subject to statutory limits) to be held in Treasury, will be used to purchase shares only if, in the opinion of the Directors, a purchase would be in the best interests of the shareholders as a whole and would result in an increase in the net asset value per share for the remaining shareholders. There are no outstanding options/warrants to subscribe for equity shares in the capital of the Company.
Treasury Shares
Under UK company law investment trusts are able to acquire their own shares to hold in Treasury for re-sale. The Directors consider that this facility gives the Company more flexibility in managing its share capital. As at 3 June 2009 the Company had re-sold all of its Ordinary shares in Treasury and has not acquired any shares to be held in Treasury since that date.
Resolutions 11 and 12 would provide the Directors with the authority they need to manage Treasury shares.
Any buy-back of shares into Treasury and re-sale of shares from Treasury will operate within the following limits:
- . Treasury shares will be sold only at a premium to the net asset value of the shares at the time of sale; and
- . Treasury shares will not be sold at a discount of more than 10% to the middle market price of the shares at the time of sale.
Notice period for General Meetings
The Company's Articles of Association enable the Company to call General Meetings (other than an Annual General Meeting) on 14 clear days' notice. In order for this to be effective, the shareholders must also approve annually the calling of meetings other than Annual General Meetings on 14 days' notice.
Resolution 13 will be proposed at the Annual General Meeting to seek such approval. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The Company will meet the requirements for electronic voting under the Companies Act 2006, offering facilities for all shareholders to vote by electronic means. The Directors believe it is in the best interests of the shareholders for the shorter notice period to be available to the Company, although it is intended that this flexibility will be used only for early renewals of the Board's authority to issue new Shares and non-routine business and only where merited in the interests of shareholders as a whole.
RECOMMENDATION
The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the shareholders as a whole and recommends that they vote in favour of such resolutions, as the Directors intend to do in respect of their own beneficial holdings.
By Order of the Board
Steven K Davidson Secretary 10 St Colme Street Edinburgh EH3 6AA 20 June 2012
DIRECTORS' REMUNERATION REPORT
POLICY ON DIRECTORS' REMUNERATION
The Board's policy is that fees should be sufficient to attract and retain Directors capable of managing the Company on behalf of its shareholders.
Non-executive Directors do not have service contracts but on being appointed are provided with a letter of appointment.
Directors do not receive any pension benefits, share options, long-term incentive schemes or other benefits. The Remuneration Committee comprises Hamish Buchan, Martin Hamilton-Sharp and Gordon Neilly. The Remuneration Committee meets at least annually to review the Directors' fees, employees' salaries and the remuneration paid to the Investment Adviser. The pay and employment conditions of Personal Assets Trust Administration Company are not taken into account when determining Directors' remuneration.
DIRECTORS' FEES
Following review of the level of Directors' fees for the forthcoming year the Board concluded that the amounts should remain unchanged.
EXECUTIVE DIRECTOR'S SERVICE CONTRACT
Robin Angus has a rolling twelve month contract of employment, signed in November 2002. Mr Angus does not receive a separate Director's fee. In the event of termination of his contract, the Company would incur a liability for 12 months' salary.
DIRECTORS' REMUNERATION FOR THE YEAR (AUDITED)
| Year ended 30 April 2012 | Year ended 30 April 2011 | |||
|---|---|---|---|---|
| Directors | Fees | Salary | Fees | Salary |
| Hamish Buchan (Chairman) | »36,000 | ^ | »30,000 | ^ |
| Robin Angus | ^ | »190,000 | ^ | »190,000 |
| Martin Hamilton-Sharp | »18,000 | ^ | »15,000 | ^ |
| Gordon Neilly | »18,000 | ^ | »15,000 | ^ |
| Stuart Paul | »18,000 | ^ | »15,000 | ^ |
| Frank Rushbrook | »18,000 | ^ | »15,000 | ^ |
| Total | »108,000 | »190,000 | »90,000 | »190,000 |
DIRECTORS' REMUNERATION REPORT (CONTINUED)
COMPANY PERFORMANCE
The graph below compares, for the five financial years ended 30 April 2012, the share price total return (assuming all dividends were reinvested) to Ordinary shareholders in each period compared to the total shareholder return on a notional investment in the FTSE All-Share Index. This index represents a comparable broad equity market index and is the Company's comparator. An explanation of the performance of the Company for the year ended 30 April 2012 is given in the Chairman's Statement and Investment Adviser's Report on pages 4 and 5.
On behalf of the Board
Hamish N Buchan Chairman
20 June 2012
CORPORATE GOVERNANCE
Personal Assets Trust is a self-managed investment trust run by its Board, which takes all major decisions collectively. While Robin Angus has executive duties, all of the Directors regard themselves and one another as equal in the duties and responsibilities they owe to shareholders and accordingly work together as a unitary Board within which the Chairman (who is elected by the Directors from among their own number) acts as primus inter pares.
The Directors are elected by the shareholders and regard corporate governance and accountability to shareholders as fundamental. They therefore place considerable emphasis on running the Company in the way they believe to be best suited to the successful management of an investment trust on behalf of its shareholders.
Arrangements appropriate to an investment trust in respect of corporate governance have been made by the Board. The Board has considered the principles and recommendations of the AIC's Code of Corporate Governance (the ''AIC Code'') by reference to the AIC Corporate Governance Guide for Investment Companies (the ''AIC Guide''). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code issued by the Financial Reporting Council (the ''UK Code''), as well as setting out additional principles and recommendations which are of specific relevance to investment trusts. The AIC Code issued in October 2010 can be obtained from the AIC's website at www.theaic.co.uk.
The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide better information to shareholders than if it had adopted the UK Code.
The Company has complied throughout the year with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as disclosed below.
The Board does not consider it appropriate for a Senior Independent Director to be appointed as recommended by provision A.4.1 of the UK Code, as it operates as a unitary Board.
The Board does not consider it appropriate for Directors to be appointed for a specific term as recommended by principle 4 of the AIC Code and provision B.2.3 of the UK Code. The UK Code requires all Directors of FTSE 350 companies to retire annually. This has been the Company's practice since 2007 and each Director will retire at the forthcoming Annual General Meeting and offer himself for re-election.
All of the non-executive Directors are considered to be independent in character and judgement and, in the opinion of the Board, there are no relationships or conflicts of interest which are likely to affect the judgement of any Director. Hamish Buchan, Martin Hamilton-Sharp and Gordon Neilly have served for more than nine years. However, the Board subscribes to the view expressed within the AIC Code that longserving Directors should not be prevented from forming part of an independent majority, and does not consider that a Director's length of tenure reduces his ability to act independently. Martin Hamilton-Sharp has indicated that he intends to retire as a non-executive Director of the Company at the Annual General Meeting in July 2013.
Directors' fees are determined within the limits set out in the Company's Articles of Association. The approval of shareholders in a General Meeting is required to change this limit.
| Director | Date of Appointment | Due date for Re-election |
|---|---|---|
| Robin Angus (Executive Director) | 18 May 1984 | AGM 2012 |
| Hamish Buchan (Chairman) | 5 July 2001 | AGM 2012 |
| Martin Hamilton-Sharp | 16 November 1990 | AGM 2012 |
| Gordon Neilly | 30 April 1997 | AGM 2012 |
| Stuart Paul | 16 July 2009 | AGM 2012 |
| Frank Rushbrook | 16 July 2009 | AGM 2012 |
CORPORATE GOVERNANCE (CONTINUED)
Any new Directors appointed during the year must stand for re-appointment at the first Annual General Meeting following their appointment. All executive and non-executive Directors retire annually and, where appropriate, stand for re-election. Other than for Robin Angus there is no notice period and no provision for compensation on early termination of appointment.
During the year there were seven Board meetings, each of which was attended by all of the Directors except Martin Hamilton-Sharp, Stuart Paul and Frank Rushbrook, who each attended six meetings. There were two Audit Committee meetings, two Remuneration Committee meetings and a Nominations Committee meeting held during the year. All of these meetings were attended by all of the respective committee members except Martin Hamilton-Sharp, who attended one Audit Committee meeting.
Only Robin Angus has a contract of service with the Company. Details of this service contract, his remuneration, and fees paid to other Directors during the year are shown in the Directors' Remuneration Report.
Individual Directors may, after having obtained the consent of any other Director, seek independent professional advice at the Company's expense on any matter that concerns the furtherance of their duties. Details of the Directors' authority in relation to the issue and buying back by the Company of its shares can be found in the Directors' Report. Similarly, details of those persons with significant holdings in the Company are set out in the Directors' Report.
The Investment Adviser is to exercise all votes exercisable by the Company in relation to the Company's investments in favour of resolutions proposed by the Boards of investee companies, save where the Board instructs otherwise. Board decisions regarding voting on corporate resolutions of companies in which the Company invests are a matter for the whole Board. All resolutions on which the Company is entitled to vote are monitored and, although normally the Company would vote in favour of all Board resolutions, any contentious matters are referred to the Directors by e-mail for comment. Any Director disagreeing that the Company should cast an affirmative vote informs the Company Secretary and requests that his view be considered by a sub-committee of the Board consisting of any two Directors. The sub-committee then considers the matter and informs the Director of its conclusion. Should the Director disagree with the sub-committee's conclusion, a full Board meeting is called to consider the matter.
The Board welcomes the views of shareholders and places considerable importance on communications with them. The Investment Adviser reports back to the Board on meetings with shareholders and the Chairman and other Directors are available to meet shareholders if required. The Annual General Meeting of the Company and the London Shareholder Meeting provide a forum, both formal and informal, for shareholders to meet and discuss issues with the Board.
The Audit Committee, chaired by Stuart Paul and comprising Mr Paul, Martin Hamilton-Sharp, Gordon Neilly and Frank Rushbrook, meets at least twice yearly to coincide with the annual and interim reporting cycle. The principal ro"le of the Audit Committee is to review the annual and interim financial statements, the Accounting Policies applied therein and to ensure compliance with financial and regulatory reporting requirements. The Audit Committee also reviews the system of internal controls, the terms of appointment of the Auditors (including their remuneration), the objectivity of the Auditors and the terms under which they are appointed to perform non-audit services. Fees for these services amounted to »12,000 for the year ended 30 April 2012 (2011: »13,000). The Board considers that the provision of such services at this level is cost effective and does not impair the independence of Ernst & Young LLP.
The Nominations Committee, chaired by Hamish Buchan and comprising Mr Buchan, Stuart Paul and Frank Rushbrook, considers the appointment of new Directors. The Nominations Committee meets at least annually.
The Remuneration Committee, chaired by Hamish Buchan and comprising Mr Buchan, Martin Hamilton-Sharp and Gordon Neilly, reviews the Directors' fees, employees' salaries and the remuneration paid to the
CORPORATE GOVERNANCE (CONTINUED)
Investment Adviser (together with the terms and conditions of appointment of the Investment Adviser) on an annual basis.
The terms of reference of the Audit Committee, Nominations Committee and Remuneration Committee clearly define the respective Committees' responsibilities. These terms are reviewed annually and are available for inspection on the Company's website.
During the year the performance of the Board, the Audit Committee, the Nominations Committee, the Remuneration Committee and individual Directors was evaluated through a discussion based assessment process led by the Chairman. The performance of the Chairman was evaluated by the other Directors. The UK Code will require the Company to engage an external facilitator for the Board evaluation every three years. The Board is currently considering this option.
Personal Assets Trust Administration Company Limited provides secretarial and administrative services to the Company.
The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. The Board has therefore established an ongoing process designed to meet the particular needs of the Company in managing the risks to which it is exposed, consistent with the internal control guidance issued by the Financial Reporting Council. The process relies principally on a risk-based system of internal control whereby a test matrix is created that identifies the key functions carried out by the Company and other service providers, the individual activities undertaken within those functions, the risks associated with each activity and the controls employed to minimise those risks. A formal annual review of these procedures is carried out by the Board and includes consideration of internal control reports issued by the Investment Adviser and other service providers.
Such review procedures have been in place throughout the financial year and up to the date of approval of the Annual Report, and the Board is satisfied with their effectiveness. These procedures are designed to manage, rather than eliminate, risk and, by their nature, can provide only reasonable, not absolute, assurance against material misstatement or loss. At each Board meeting the Board reviews the Company's activities since the previous Board Meeting to ensure that the Investment Adviser adheres to the agreed investment policy and approved investment guidelines and, if necessary, approves changes to the guidelines.
The Company does not have an internal audit function as the Audit Committee believes that the Company's straightforward structure and small number of employees do not warrant such a function. This is reviewed by the Committee annually.
The Directors believe, in the light of the controls and review processes noted above and bearing in mind the nature of the Group's business and assets, which are considered to be readily realisable if required, that the Group has adequate resources to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
By Order of the Board
Steven K Davidson Secretary 10 St Colme Street Edinburgh EH3 6AA
20 June 2012
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdom law and those International Financial Reporting Standards adopted by the European Union.
Under Company law the Directors must not approve the Group financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Group for that period. In preparing the Group financial statements the Directors are required to:
- . select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
- . present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
- . provide additional disclosures when compliance with the specific requirements in the IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and performance;
- . state that the Group has complied with IFRSs, subject to any material departures disclosed and explained in the financial statements;
- . make judgments and estimates that are reasonable and prudent; and
- . prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report (including a Business Review), Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENTS UNDER THE DISCLOSURE AND TRANSPARENCY RULES
Each of the Directors listed on page 8 confirms that to the best of his knowledge:
- . the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and
- . the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
Hamish N Buchan Chairman 20 June 2012
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSONAL ASSETS TRUST PLC
We have audited the financial statements of Personal Assets Trust PLC for the year ended 30 April 2012 which comprise the Group and Company Statements of Financial Position, the Group Income Statement, the Group and Parent Company Cash Flow Statements, the Group and Parent Company Statements of Changes in Equity and the related notes 1 to 18. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (''IFRSs'') as adopted by the European Union and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the Statement of Directors' Responsibilities set out on page 21, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (''APB'') Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's and the Parent Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
- . the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 April 2012 and of the Group's profit for the year then ended;
- . the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
- . the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
- . the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
In addition, we read all the financial and non-financial information in the Annual Report and Accounts to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSONAL ASSETS TRUST PLC (CONTINUED)
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion:
- . the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;
- . the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- . the information given in the Corporate Governance Statement set out on pages 18^20 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
- . adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
- . the Parent Company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
- . certain disclosures of Directors' remuneration specified by law are not made; or
- . we have not received all the information and explanations we require for our audit; or
- . a Corporate Governance Statement has not been prepared by the Group.
Under the Listing Rules we are required to review:
- . the Directors' statement, set out on page 20, in relation to going concern;
- . the part of the Corporate Governance Statement on pages 18^20 relating to the Group's compliance with the nine provisions of the UK Corporate Governance Code specified for our review; and
- . certain elements of the report to shareholders by the Board on Directors' remuneration.
Ratan Engineer (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor London
20 June 2012
GROUP INCOME STATEMENT
| Year ended 30 April 2012 | Year ended 30 April 2011 | ||||||
|---|---|---|---|---|---|---|---|
| Notes | Revenue return »'000 |
Capital return »'000 |
Total »'000 |
Revenue return »'000 |
Capital return »'000 |
Total »'000 |
|
| Investment income | 2 | 8,448 | ^ | 8,448 | 6,744 | ^ | 6,744 |
| Other operating income | 2 | 247 | ^ | 247 | 150 | ^ | 150 |
| Gains on investments held at fair value through profit or loss |
9 | ^ | 24,980 | 24,980 | ^ | 18,050 | 18,050 |
| Losses on derivatives held at fair value through profit or loss |
^ | ^ | ^ | ^ | (1,673) | (1,673) | |
| Foreign exchange (losses)/gains | ^ | (1,543) | (1,543) | ^ | 9,176 | 9,176 | |
| Total income | 8,695 | 23,437 | 32,132 | 6,894 | 25,553 | 32,447 | |
| Expenses | 3 | (2,129) | (1,762) | (3,891) | (1,742) | (1,120) | (2,862) |
| Profit before taxation | 6,566 | 21,675 | 28,241 | 5,152 | 24,433 | 29,585 | |
| Taxation | 5, 6 | (338) | ^ | (338) | (148) | ^ | (148) |
| Profit for the year | 6,228 | 21,675 | 27,903 | 5,004 | 24,433 | 29,437 | |
| Earnings per share | 8 | »5.32 | »18.51 | »23.83 | »5.68 | »27.75 | »33.43 |
The Group does not have any income or expenses that are not included in the profit for the year other than expenses of »226,000 (2011: »213,000) charged directly to the Share Premium account in respect of the issue of the Company's shares. Accordingly, the ''Profit for the Year'' is also the ''Total Comprehensive Income for the Year'', as defined in IAS1 (revised), and no separate Statement of Comprehensive Income has been presented.
The ''Total'' column of this statement represents the Group's Income Statement, prepared in accordance with International Financial Reporting Standards (''IFRS'').
The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
All items in the above statement derive from continuing operations.
| 6,470 | 4,898 | ||
|---|---|---|---|
| share (2011: nil) | 1,871 | ^ | |
| Fourth interim dividend of »1.40 per | |||
| Third interim dividend of »1.40 per share (2011: nil) |
1,696 | ^ | |
| Second interim dividend of »1.40 per share (2011: »2.70 per share) |
1,540 | 2,602 | |
| First interim dividend of »1.35 per share (2011: »2.70 per share) |
1,363 | 2,296 | |
| »'000 | »'000 | ||
| Dividends per share | »5.55 | »5.40 | |
| Dividend information | 2012 | 2011 |
BALANCE SHEETS
| Group | Company | Group | Company | ||
|---|---|---|---|---|---|
| 30 April | 30 April | 30 April | 30 April | ||
| 2012 | 2012 | 2011 | 2011 | ||
| Notes | »'000 | »'000 | »'000 | »'000 | |
| Non-current assets | |||||
| Investments held at fair | |||||
| value through profit or loss | 9 | 451,826 | 451,850 | 291,598 | 291,618 |
| Current assets | |||||
| Financial assets | 10 | 4,951 | 4,951 | 4,151 | 4,151 |
| Other receivables | 10 | 2,213 | 2,208 | 3,591 | 3,653 |
| Cash and cash equivalents | 5,535 | 5,496 | 11,399 | 11,297 | |
| Total assets | 464,525 | 464,505 | 310,739 | 310,719 | |
| Current liabilities | |||||
| Other payables | 11 | (1,052) | (1,032) | (739) | (719) |
| Net assets | 463,473 | 463,473 | 310,000 | 310,000 | |
| Capital and reserves | |||||
| Ordinary share capital | 12 | 17,258 | 17,258 | 12,310 | 12,310 |
| Share premium | 280,322 | 280,322 | 153,230 | 153,230 | |
| Capital redemption reserve | 219 | 219 | 219 | 219 | |
| Special reserve | 22,517 | 22,517 | 22,517 | 22,517 | |
| Other capital reserves | 140,132 | 140,146 | 118,457 | 118,467 | |
| Revenue reserve | 3,025 | 3,011 | 3,267 | 3,257 | |
| Total equity | 463,473 | 463,473 | 310,000 | 310,000 | |
| Net asset value per | |||||
| Ordinary share | 13 | »335.69 | »335.69 | »314.78 | »314.78 |
The financial statements were approved and authorised for issue by the Board of Directors and signed on its behalf on 20 June 2012 by:
Hamish N Buchan Chairman
| Ordinary share |
Capital Share redemption |
Special | Other capital |
Revenue | |||
|---|---|---|---|---|---|---|---|
| For the year ended 30 April 2012 |
capital »'000 |
premium »'000 |
reserve »'000 |
reserve »'000 |
reserves »'000 |
reserve »'000 |
Total »'000 |
| Balance as at 30 April 2011 |
12,310 | 153,230 | 219 | 22,517 | 118,457 | 3,267 | 310,000 |
| Profit for the year | ^ | ^ | ^ | ^ | 21,675 | 6,228 | 27,903 |
| Ordinary dividends paid |
^ | ^ | ^ | ^ | ^ | (6,470) | (6,470) |
| Issue of new Ordinary shares |
4,948 | 127,092 | ^ | ^ | ^ | ^ | 132,040 |
| Balance as at 30 April 2012 |
17,258 | 280,322 | 219 | 22,517 | 140,132 | 3,025 | 463,473 |
GROUP STATEMENT OF CHANGES IN EQUITY
| Balance as at 30 April 2011 |
12,310 | 153,230 | 219 | 22,517 | 118,457 | 3,267 | 310,000 |
|---|---|---|---|---|---|---|---|
| Issue of new Ordinary shares |
2,119 | 49,557 | ^ | ^ | ^ | ^ | 51,676 |
| Ordinary dividends paid |
^ | ^ | ^ | ^ | ^ | (4,898) | (4,898) |
| Profit for the year | ^ | ^ | ^ | ^ | 24,433 | 5,004 | 29,437 |
| Balance as at 30 April 2010 |
10,191 | 103,673 | 219 | 22,517 | 94,024 | 3,161 | 233,785 |
| 30 April 2011 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 |
| For the year ended | capital | premium | reserve | reserve | reserves | reserve | Total |
| share | Share redemption | Special | capital | Revenue | |||
| Ordinary | Capital | Other |
| Ordinary | Capital | Other | |||||
|---|---|---|---|---|---|---|---|
| share | Share redemption | Special | capital | Revenue | |||
| For the year ended | capital | premium | reserve | reserve | reserves | reserve | Total |
| 30 April 2012 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 |
| Balance as at 30 April 2011 |
12,310 | 153,230 | 219 | 22,517 | 118,467 | 3,257 | 310,000 |
| Profit for the year | ^ | ^ | ^ | ^ | 21,679 | 6,224 | 27,903 |
| Ordinary dividends paid |
^ | ^ | ^ | ^ | ^ | (6,470) | (6,470) |
| Issue of new Ordinary shares |
4,948 | 127,092 | ^ | ^ | ^ | ^ | 132,040 |
| Balance as at 30 April 2012 |
17,258 | 280,322 | 219 | 22,517 | 140,146 | 3,011 | 463,473 |
COMPANY STATEMENT OF CHANGES IN EQUITY
| Balance as at 30 April 2011 |
12,310 | 153,230 | 219 | 22,517 | 118,467 | 3,257 | 310,000 |
|---|---|---|---|---|---|---|---|
| Issue of new Ordinary shares |
2,119 | 49,557 | ^ | ^ | ^ | ^ | 51,676 |
| Ordinary dividends paid |
^ | ^ | ^ | ^ | ^ | (4,898) | (4,898) |
| Profit for the year | ^ | ^ | ^ | ^ | 24,438 | 4,999 | 29,437 |
| Balance as at 30 April 2010 |
10,191 | 103,673 | 219 | 22,517 | 94,029 | 3,156 | 233,785 |
| 30 April 2011 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 |
| For the year ended | capital | premium | reserve | reserve | reserves | reserve | Total |
| share | Share redemption | Special | capital | Revenue | |||
| Ordinary | Capital | Other |
CASH FLOW STATEMENTS
| Group | Company | Group | Company | ||
|---|---|---|---|---|---|
| 30 April | 30 April | 30 April | 30 April | ||
| 2012 | 2012 | 2011 | 2011 | ||
| »'000 | »'000 | »'000 | »'000 | ||
| Cash flows from operating activities | |||||
| Profit before taxation | 28,241 | 28,237 | 29,585 | 29,580 | |
| Gains on investments | (25,557) | (25,557) | (16,993) | (16,998) | |
| Foreign exchange differences at fair | |||||
| value through profit or loss | 1,543 | 1,543 | (9,176) | (9,176) | |
| Operating cash flow before | |||||
| movements in working capital | 4,227 | 4,223 | 3,416 | 3,406 | |
| Decrease in other receivables | (123) | (56) | (389) | (451) | |
| Increase in other payables | 265 | 265 | 90 | 70 | |
| Net cash from operating activities | |||||
| before taxation | 4,369 | 4,432 | 3,117 | 3,025 | |
| Taxation | (369) | (369) | (243) | (243) | |
| Net cash inflow from operating activities | 4,000 | 4,063 | 2,874 | 2,782 | |
| Investing activities | |||||
| Loss on disposal of FTSE 100 Futures | ^ | ^ | (2,312) | (2,312) | |
| Purchase of investments ^ equity shares | (59,899) | (59,899) | (52,611) | (52,611) | |
| Purchase of investments ^ fixed interest | |||||
| and other investments | (510,770) | (510,770) | (53,575) | (53,575) | |
| Disposal of investments ^ equity shares | 9,168 | 9,168 | 20,785 | 20,785 | |
| Disposal of investments ^ fixed interest and other investments |
426,830 | 426,830 | 38,242 | 38,242 | |
| Net cash outflow from investing activities | (134,671) | (134,671) | (49,471) | (49,471) | |
| Financing activities | |||||
| Equity dividends paid | (6,470) | (6,470) | (4,898) | (4,898) | |
| Issue of Ordinary shares | 133,798 | 133,798 | 49,889 | 49,889 | |
| Cost of issue of Ordinary shares | (178) | (178) | (153) | (153) | |
| Net cash inflow from financing activities | 127,150 | 127,150 | 44,838 | 44,838 | |
| Decrease in cash and cash equivalents | (3,521) | (3,458) | (1,759) | (1,851) | |
| Cash and cash equivalents | |||||
| at the start of the year | 11,399 | 11,297 | 6,391 | 6,381 | |
| Effect of foreign exchange rate changes | (2,343) | (2,343) | 6,767 | 6,767 | |
| Cash and cash equivalents | |||||
| at the end of the year | 5,535 | 5,496 | 11,399 | 11,297 |
NOTES TO THE ACCOUNTS
1. ACCOUNTING POLICIES
The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (''IFRS''). These comprise standards and interpretations approved by the International Accounting Standards Board (''IASB''), together with such interpretations by the International Accounting Standards and Standing Interpretations Committee as have been approved by the IASB and still remain in effect, to the extent that these have been adopted by the European Union.
The financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (»'000) except where otherwise indicated.
The principal accounting policies adopted are set out below. Where the presentational guidance set out in the Statement of Recommended Practice (the ''SORP'') for investment trusts issued by the Association of Investment Companies (the ''AIC'') in January 2010 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendation of the SORP.
A number of new standards have been issued but are not effective for this accounting period. These have not been adopted early and the Group does not consider that the future adoption of any new standards, in the form currently available, will have any material impact on the financial statements as presented.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries) made up to 30 April each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
PRESENTATION OF INCOME STATEMENT
In order better to reflect the activities of an investment trust company, and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement.
INCOME
Dividends are recognised as income when the shareholders' right to receive payment has been established, normally the ex-dividend date.
Dividends receivable on equity shares where no ex-dividend date is quoted are recognised when the Company's right to receive payment is established.
Where the Company has received its dividends in the form of additional shares rather than cash, the cash equivalent is recognised as income.
Dividends from overseas companies are shown gross of withholding tax.
Fixed interest returns on non-equity securities are recognised on a time apportionment basis so as to reflect the effective yield on the investment.
Interest income and other income is accounted for on an accruals basis.
EXPENSES
All expenses are accounted for on an accruals basis. Expenses are charged to revenue except those incurred in the maintenance and enhancement of the Company's assets and taking account of the expected long term returns, as follows:
Investment advisory fees have been allocated 35% to revenue and 65% to capital.
Transaction costs incurred on the acquisition or disposal of investments are expensed to capital.
TAXATION
In accordance with the SORP, the marginal rate of tax is applied to taxable net revenue.
DEFERRED TAXATION
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
INVESTMENTS
Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract the terms of which require delivery within a period of time established by the market concerned, and are measured at fair value being the consideration payable or receivable.
Investments are designated in terms of IFRS as ''investments held at fair value through profit or loss'', and are measured at subsequent reporting dates at fair value, which is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted. Investments in unit trusts or OEICs are valued at the closing price released by the relevant investment manager. The subsidiary is valued at fair value by the Directors on the basis of all information available to them at the time of valuation.
CAPITAL REDEMPTION RESERVE
The Capital Redemption Reserve represents the nominal value of Ordinary shares bought back for cancellation by the Company since authority to do this was first obtained at an Extraordinary General Meeting in April 1999.
SPECIAL RESERVE
The cost of any shares bought back for cancellation is deducted from the Special Reserve, which is a distributable reserve and was created from the Share Premium Account, also following the Extraordinary General Meeting in April 1999.
OTHER CAPITAL RESERVES
Gains and losses on the realisation of investments, gains and losses on the realisation of FTSE 100 Future contracts, realised exchange differences of a capital nature and returns of capital are accounted for in this Reserve.
Increases and decreases in the valuation of investments held at the year end, unrealised gains and losses on FTSE 100 Future contracts and unrealised exchange differences of a capital nature are also accounted for in this Reserve.
REVENUE RESERVE
Any surplus/deficit arising from the revenue profit/loss for the year is taken to/from this Reserve.
FOREIGN CURRENCY
Transactions denominated in foreign currencies are recorded at the actual exchange rate as at the date of the transaction.
Monetary assets denominated in foreign currencies at the year end are reported at fair value by using the rate of exchange prevailing at the year end. The currencies to which the Company was exposed were Australian Dollars, Canadian Dollars, Singapore Dollars, Swiss Francs and US Dollars. The exchange rates applying against Sterling at 30 April were as follows:
| 2012 | 2011 | |
|---|---|---|
| Australian Dollar | 1.5565 | 1.52415 |
| Canadian Dollar | 1.6018 | ^ |
| Singapore Dollar | 2.0081 | ^ |
| Swiss Franc | 1.4723 | 1.44860 |
| US Dollar | 1.6231 | 1.66795 |
Forward currency contracts are classified as investments held at fair value through profit or loss and are reported at fair value at the year end by using the rates of exchange prevailing at the year end. The forward rate of exchange of US Dollars to Sterling at 30 April 2012 was 1.62267 (2011: 1.66692).
Any gain or loss arising from a movement in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in capital reserves.
CASH AND CASH EQUIVALENTS
Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
FINANCIAL LIABILITIES AND EQUITY
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is a contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Financial liabilities and equity instruments are recorded at the proceeds received, net of issue costs.
| 2. INCOME |
2012 | 2011 |
|---|---|---|
| »'000 | »'000 | |
| Income from investments | ||
| Franked investment income | 3,861 | 3,317 |
| Fixed interest securities | 1,628 | 1,525 |
| Overseas dividends | 2,959 | 1,902 |
| 8,448 | 6,744 | |
| Other operating income | ||
| Deposit interest | 10 | 13 |
| Other income | 237 | 137 |
| Total income | 8,695 | 6,894 |
| 3. EXPENSES |
2012 | 2012 | 2012 | 2011 | 2011 | 2011 |
|---|---|---|---|---|---|---|
| Revenue »'000 |
Capital »'000 |
Total »'000 |
Revenue »'000 |
Capital »'000 |
Total »'000 |
|
| Investment advisory fee | 949 | 1,762 | 2,711 | 603 | 1,120 | 1,723 |
| Staff costs | 580 | ^ | 580 | 534 | ^ | 534 |
| Directors' fees | 108 | ^ | 108 | 90 | ^ | 90 |
| Auditors' remuneration for: | ||||||
| ^ audit | 14 | ^ | 14 | 15 | ^ | 15 |
| ^ tax services | 12 | ^ | 12 | 13 | ^ | 13 |
| Other expenses | 466 | ^ | 466 | 487 | ^ | 487 |
| 2,129 | 1,762 | 3,891 | 1,742 | 1,120 | 2,862 |
The Board appointed Troy Asset Management Limited (''Troy'') as Investment Adviser with effect from 3 March 2009. The contract between the Company and Troy is on a rolling six months basis. The fee structure, which is based on the Company's shareholders' funds, is 0.5% on the first »100 million; 0.625% on the next »50 million; 0.75% between »150 million and »500 million; and 0.625% thereafter, payable quarterly in arrears. In the year to 30 April 2012 the total cost amounted to »2,711,000 (2011: »1,723,000). No compensation is payable to the Investment Adviser in the event of termination of the contract over and above payment in respect of the required six months' notice. The contract is also terminable summarily by either party in the event of material breach by the other party; the occurrence of certain events suggesting the insolvency of the other party or relating to the winding up of the other party; or the negligence, wilful default or fraud of the other party.
Details of the Company's ongoing charges can be found at www.patplc.co.uk.
| 4. DIRECTORS' REMUNERATION AND EMPLOYEE COSTS |
2012 | 2011 |
|---|---|---|
| »'000 | »'000 | |
| Directors' fees and salaries | 298 | 280 |
| Other salaries | 317 | 280 |
| Employer's national insurance | 73 | 64 |
| 688 | 624 |
No pension entitlements are accruing to either the Directors or employees.
Details of the highest paid Director can be found in the Directors' Remuneration Report on pages 16 and 17. Excluding the Directors, there were four employees during the year ended 30 April 2012 and four employees during the year ended 30 April 2011.
| 5. TAX ON ORDINARY ACTIVITIES |
2012 | 2011 |
|---|---|---|
| »'000 | »'000 | |
| Foreign tax suffered | 338 | 148 |
The deferred tax asset of »1,035,000 (2011: »1,030,400) in respect of unutilised expenses at 30 April 2012 has not been recognised as it is uncertain that there will be taxable profits from which the future reversal of the deferred tax asset could be deducted.
6. FACTORS AFFECTING TAX CHARGE FOR YEAR
The tax charge for the year is lower than the standard rate of corporation tax in the UK. The differences are explained below: 2012 2011
| »'000 | »'000 | |
|---|---|---|
| Profit before tax | 28,241 | 29,585 |
| Corporation tax at standard rate of 25.84% (2011: 28%) | 7,297 | 8,284 |
| Effects of: | ||
| Capital gains not subject to taxation | (6,055) | (6,841) |
| Investment income not subject to taxation | (1,761) | (1,461) |
| Excess of expenses over chargeable income | 519 | 18 |
| Withholding tax suffered | 494 | 322 |
| Recovery of foreign tax suffered | (156) | (174) |
| Total tax charge (note 5) | 338 | 148 |
| 7. DIVIDENDS |
2012 | 2011 |
| »'000 | »'000 | |
| Amounts recognised as distributions to equity holders in the year: | ||
| Interim dividend for the year ended 30 April 2012 of »1.35 (2011: »2.70) per Ordinary share |
1,363 | 2,296 |
| Second interim dividend for the year ended 30 April 2012 of »1.40 (2011: »2.70) per Ordinary share |
1,540 | 2,602 |
| Third interim dividend for the year ended 30 April 2012 of »1.40 (2011: nil) per Ordinary share |
1,696 | ^ |
| Fourth interim dividend for the year ended 30 April 2012 of »1.40 (2011: nil) per Ordinary share |
1,871 | ^ |
| 6,470 | 4,898 |
8. RETURN PER SHARE
The revenue return per share of »5.32 (2011: »5.68) is based on the net revenue profit for the financial year of »6,228,000 (2011: »5,004,000), and on 1,171,099 (2011: 880,589) shares, being the weighted average number in issue during the year.
The capital return per share of »18.51 (2011: »27.75) is based on a net capital profit for the financial year of »21,675,000 (2011: »24,433,000), and on 1,171,099 (2011: 880,589) shares, being the weighted average number in issue during the year.
The total return per share of »23.83 (2011: »33.43) is based on a net total profit for the financial year of »27,903,000 (2011: »29,437,000), and on 1,171,099 (2011: 880,589) shares, being the weighted average number in issue during the year.
| 9. INVESTMENTS ^ GROUP AND COMPANY |
Group | Company | Group | Company |
|---|---|---|---|---|
| 2012 | 2012 | 2011 | 2011 | |
| »'000 | »'000 | »'000 | »'000 | |
| Investments listed on a recognised | ||||
| investment exchange | 451,826 | 451,826 | 291,598 | 291,598 |
| Subsidiary undertaking | ^ | 24 | ^ | 20 |
| 451,826 | 451,850 | 291,598 | 291,618 | |
| Listed | Listed | |||
| UK | Overseas | Total | ||
| »'000 | »'000 | »'000 | ||
| Opening book cost | 67,664 | 179,066 | 246,730 | |
| Opening unrealised appreciation | 14,026 | 30,842 | 44,868 | |
| Opening valuation | 81,690 | 209,908 | 291,598 | |
| Movements in the year | ||||
| Purchases at cost | 212,044 | 358,625 | 570,669 | |
| Effective yield adjustment | ^ | 577 | 577 | |
| Sales proceeds | (181,166) | (254,832) | (435,998) | |
| Sales ^ realised losses on sales | (1,433) | (152) | (1,585) | |
| Unrealised gain on the fair value of investments | ||||
| during the year | 6,114 | 20,451 | 26,565 | |
| Total movement during the year | 35,559 | 124,669 | 160,228 | |
| Closing valuation | 117,249 | 334,577 | 451,826 |
9. INVESTMENTS ^ GROUP AND COMPANY (CONTINUED)
| Listed | Listed | ||
|---|---|---|---|
| UK | Overseas | Total | |
| »'000 | »'000 | »'000 | |
| Closing book cost | 97,109 | 283,284 | 380,393 |
| Closing unrealised appreciation | 20,140 | 51,293 | 71,433 |
| 117,249 | 334,577 | 451,826 | |
| 2012 | 2011 | ||
| »'000 | »'000 | ||
| Represented by: | |||
| Equity shares | 231,788 | 169,385 | |
| Fixed interest securities | 162,578 | 79,578 | |
| Other investments (Gold Bullion) | 57,460 | 42,635 | |
| 451,826 | 291,598 | ||
| Realised (losses)/gains on sales | (1,585) | 9,731 | |
| Unrealised gain on the fair value of investments | |||
| during the year | 26,565 | 8,319 | |
| Gains on investments | 24,980 | 18,050 |
The valuation of the Company's subsidiary is eliminated on consolidation.
Transaction costs
During the year the Company incurred transaction costs of »153,855 (2011: »215,877) on the purchase of investments and »9,182 (2011: »27,695) on the sale of investments.
10. CURRENT ASSETS
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2012 | 2012 | 2011 | 2011 | |
| »'000 | »'000 | »'000 | »'000 | |
| Financial Assets | ||||
| Fair value of forward currency contract | 4,951 | 4,951 | 4,151 | 4,151 |
| Other Receivables | ||||
| Due from brokers | 468 | 468 | 2,000 | 2,000 |
| Prepayments and accrued income | 1,582 | 1,582 | 1,465 | 1,465 |
| Tax receivable | 126 | 126 | 95 | 95 |
| Due from subsidiary | ^ | 32 | ^ | 86 |
| Other receivables | 37 | ^ | 31 | 7 |
| 2,213 | 2,208 | 3,591 | 3,653 |
11. CURRENT LIABILITIES
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2012 | 2012 | 2011 | 2011 | |
| »'000 | »'000 | »'000 | »'000 | |
| Other Payables | ||||
| Other payables | 1,052 | 1,032 | 739 | 719 |
12. CALLED-UP SHARE CAPITAL
| Number | »'000 | |
|---|---|---|
| Allotted, called-up and fully paid Ordinary shares of »12.50 each: | ||
| Balance at 30 April 2011 | 984,803 | 12,310 |
| Shares issued in respect of allotments | 395,856 | 4,948 |
| Balance at 30 April 2012 | 1,380,659 | 17,258 |
13. NET ASSET VALUE PER SHARE
The net asset value per Ordinary share and the net asset value attributable to the Ordinary shares at the year end were as follows:
| Net asset value | Net asset value | |||
|---|---|---|---|---|
| per share attributable | attributable | |||
| 2012 | 2011 | 2012 | 2011 | |
| » | » | »'000 | »'000 | |
| Ordinary shares | 335.69 | 314.78 | 463,473 | 310,000 |
Net asset value per Ordinary share is based on net assets shown above and 1,380,659 (2011: 984,803) Ordinary shares, being the number of Ordinary shares in issue at the year end.
At the year end the Company held no Ordinary shares in Treasury (2011: none).
14. BUSINESS SEGMENT
The Directors are of the opinion that the Company is engaged in the business of investing in equity shares, fixed interest securities and other investments.
15. FINANCIAL INSTRUMENTS
The Group holds investments in listed companies and fixed interest securities, holds cash balances and has receivables and payables. It may from time to time also invest in FTSE 100 Futures and enter into forward currency contracts. Cash balances are held for future investment and forward currency contracts are used to manage the exchange risk of holding foreign investments. Further information is given in the Business Review for the Year to 30 April 2012 on pages 9^11.
The fair value of the financial assets and liabilities of the Group at 30 April 2012 is not different from their carrying value in the financial statements.
The Group is exposed to various types of risk that are associated with financial instruments. The most important types are credit risk, liquidity risk, interest rate risk, market price risk and foreign currency risk.
The Board reviews and agrees policies for managing its risk exposures. These policies are summarised below and have remained unchanged for the year under review.
Credit Risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Group.
The Group's principal financial assets are investments, cash balances and other receivables, which represent the Group's maximum exposure to credit risk in relation to financial assets. The Group did not have any exposure to any financial assets which were passed due or impaired at the year end.
The Group is exposed to potential failure by counterparties to deliver securities for which the Group has paid, or to pay for securities which the Group has delivered. A list of pre-approved counterparties used in such transactions is maintained and regularly reviewed by the Group, and transactions must be settled on a basis of delivery against payment. Broker counterparties are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. Risk relating to unsettled transactions is considered to be small because of the short settlement period involved and the credit quality of the brokers used.
All of the assets of the Group, other than cash deposits and receivables, are held by JPMorgan Chase Bank, the Group's custodian. Bankruptcy or insolvency of the custodian might cause the Group's rights with respect to the securities held by the custodian to be delayed or limited. The Board monitors the Group's risk by reviewing the custodian's internal control reports on a regular basis.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings, rated A or higher, assigned by international credit rating agencies. Bankruptcy or insolvency of such financial institutions might cause the Group's ability to access cash placed on deposit to be delayed or limited. The Group has no concentration of credit risk and exposure is spread over a large number of counterparties.
Market Price Risk
The fair value of equity and other financial securities held in the Company's portfolio fluctuates with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial issues including the market perception of future risks. The Company's strategy for the management of market price risk is driven by the Company's investment policy as outlined within the Business Review on pages 9^11. The Board sets policies for managing this risk and meets regularly to review full, timely and relevant information on investment performance and financial results. The management of market price risk is part of the fund management process and is fundamental to equity investment. The portfolio is managed with an awareness of the effects of adverse price movements in the UK equity market with an objective of maximising overall returns to shareholders. Investment and portfolio performance are discussed in more detail in the Investment Adviser's Report and the investment portfolio is set out on page 6.
Any changes in market conditions will directly affect the profit or loss reported through the Income Statement. For instance, a 30% increase in the value of the equity exposure as at 30 April 2012 would have increased net return and net assets for the year by »69,537,000 (2011: a 30% increase in the value of the equity exposure would have increased net return by »50,816,000). A decrease of 30% (2011: 30%) would have had an equal but opposite effect. These calculations are based on investment valuations at the respective balance sheet date and are not representative of the year as a whole.
The Company continued to use forward currency contracts during the year.
Liquidity Risk
Liquidity risk is the risk that the Group will encounter in realising assets or otherwise raising funds to meet financial commitments. The risk of the Group not having sufficient liquidity at any time is not considered by the Board to be significant, given the liquid nature of the portfolio of investments and the level of cash and cash equivalents ordinarily held. The Investment Adviser reviews liquidity at the time of each investment decision. The Board reviews liquidity exposure at each meeting.
All of the Group's financial liabilities at 30 April 2012 had a maturity period of less than three months and were repayable at the date shown on the Balance Sheet.
Interest Rate Risk
Some of the financial instruments held by the Group are interest bearing. As such, the Group is exposed to interest rate risk due to fluctuations in the prevailing market rate.
Floating Rate
When the Group holds cash balances, such balances are held on overnight deposit accounts and call deposit accounts. The benchmark rate which determines the interest payments received on cash balances is the bank base rate, which at 30 April 2012 was 0.50% in the UK (2011: 0.50%).
| Floating interest rate exposure at 30 April: | 2012 | 2011 |
|---|---|---|
| »'000 | »'000 | |
| Singapore Dollar | 4 | ^ |
| Sterling | 5,500 | 11,395 |
| US Dollar | 31 | 4 |
Fixed rate and zero rate
The Company may from time to time hold fixed interest or zero interest investments.
| At 30 April 2012 the Company held: | »'000 | Period to maturity | |
|---|---|---|---|
| US TIPS 1.375% | 15/07/2018 | 73,511 | 6 years 76 days |
| US TIPS 0.125% | 15/01/2022 | 12,656 | 9 years 260 days |
| US TIPS 1.125% | 15/01/2021 | 10,542 | 8 years 260 days |
| US TIPS 0.5% | 15/04/2015 | 5,754 | 2 years 350 days |
| Singapore T-BILL 0% | 25/05/2012 | 12,448 | 25 days |
| Singapore T-BILL 0% | 11/05/2012 | 9,461 | 11 days |
| Singapore T-BILL 0% | 04/05/2012 | 9,213 | 4 days |
| UK T-BILL 0% | 14/05/2012 | 12,998 | 14 days |
| UK T-BILL 0% | 28/05/2012 | 8,997 | 28 days |
| UK T-BILL 0% | 21/05/2012 | 6,998 | 21 days |
| At 30 April 2011 the Company held: | |||
| US TIPS 1.375% | 15/07/2018 | 65,126 | 7 years 76 days |
| US TIPS 1.125% | 15/01/2021 | 9,021 | 9 years 260 days |
| US TIPS 0.5% | 15/04/2015 | 5,431 | 3 years 350 days |
Considering effects on cash balances, an increase of 50 basis points in interest rates would have increased net assets and income for the period by »28,000 (2011: »57,000). A decrease of 50 basis points would have had an equal but opposite effect. The calculations are based on the cash balances at the balance sheet date and are not representative of the year as a whole.
Foreign Currency Risk
The Company invests in overseas securities.
| 2012 | 2011 |
|---|---|
| »'000 | »'000 |
| 5,877 | 8,663 |
| 17,090 | ^ |
| 31,122 | ^ |
| 17,846 | 14,013 |
| 262,642 | 187,232 |
(1)At 30 April 2012 the Sterling cost of the US Treasury Inflation Protected Securities (''TIPS'') exposure was protected by a forward currency contract. The fair value of »4,951,000 (2011: fair value of »4,151,000) on the US\$222,000,000 (2011: US\$169,000,000) sold forward against »141,763,000 (2011: »105,535,000) is included in other receivables (2011: other receivables). All foreign exchange contracts in place at 30 April 2012 were due to mature within two months. The exposure to US Dollars also includes Gold Bullion. At 30 April 2012 the net exposure to US Dollars was »125,830,000 (2011: »85,847,000) including Gold Bullion and »68,370,000 (2011: »43,212,000) excluding Gold Bullion.
Foreign Currency Sensitivity
The following table illustrates the sensitivity of the total return for the year and the shareholders' funds in relation to the Company's overseas monetary financial assets and financial liabilities. It assumes a 10% depreciation of Sterling against the Australian Dollar, Canadian Dollar, Singapore Dollar, Swiss Franc and US Dollar. The sensitivity analysis is based on the Company's monetary foreign currency financial instruments held at each balance sheet date.
If Sterling had weakened by 10% against the currencies shown, this would have had the following positive effect:
| 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|
| Revenue | Capital | Total | Revenue | Capital | Total | |||
| »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | |||
| Income statement ^ return on ordinary activities after taxation: |
||||||||
| Australian Dollars | 13 | 653 | 666 | 5 | 962 | 967 | ||
| Canadian Dollars | 12 | 1,899 | 1,911 | ^ | ^ | ^ | ||
| Singapore Dollars | ^ | 3,458 | 3,458 | ^ | ^ | ^ | ||
| Swiss Francs | 70 | 1,983 | 2,053 | 53 | 1,557 | 1,610 | ||
| US Dollars | 427 | 13,981 | 14,408 | 322 | 4,801 | 5,123 | ||
| 522 | 21,974 | 22,496 | 380 | 7,320 | 7,700 |
A 10% strengthening of Sterling against the above currencies would have resulted in an equal and opposite effect on the above amounts.
16. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
| 2012 | 2011 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Description | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 | »'000 |
| Investments | 451,826 | ^ | ^ | 451,826 | 291,598 | ^ | ^ | 291,598 |
| Current assets | 4,951 | ^ | ^ | 4,951 | 4,151 | ^ | ^ | 4,151 |
| Total | 456,777 | ^ | ^ | 456,777 | 295,749 | ^ | ^ | 295,749 |
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments the fair value of which is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables includes only data from observable markets.
Level 3 reflects financial instruments the fair value of which is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the same instrument and not based on available observable market data.
17. SUBSIDIARY UNDERTAKING
As at 30 April 2012, Personal Assets Trust's subsidiary undertaking, which has been consolidated, was as follows:
| Name | Place of incorporation |
Business activity |
Shares owned |
Percentage of Share Capital owned |
|---|---|---|---|---|
| Personal Assets Trust Administration Company Limited |
Scotland | Company secretarial and administrative services |
10,000 Ordinary shares of »1 |
100 |
The Company holds the full voting power in the subsidiary undertaking. There were no changes to the subsidiary undertaking during the year.
18. RELATED PARTY TRANSACTIONS
The Company pays »30,000 per annum for the rental of the Executive Office to Rushbrook & Co LLP, of which Frank Rushbrook is a partner. The notice period on the lease is six months. No amount was outstanding at the year end.
Troy Asset Management Limited received fees for its services as Investment Adviser. Further details are provided in note 3.
Secretarial and administrative services are provided by the Company's wholly owned subsidiary, Personal Assets Trust Administration Company Limited. Costs, net of third party income, amounted to »235,000 (2011: »315,000) in respect of these services in the year to 30 April 2012.
Directors of the Company received fees for their services. Further details are provided in the Directors' Remuneration Report on pages 16 and 17. The Directors' shareholdings are detailed on page 13.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 31st Annual General Meeting (''AGM'') of Personal Assets Trust Public Limited Company will be held at The Roxburghe Hotel, 38 Charlotte Square, Edinburgh, on Thursday 26 July 2012 at 11.30 am for the following purposes:
To consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary Resolutions:
-
- That the Report and Accounts for the year to 30 April 2012 be received.
-
- That the Directors' Remuneration Report for the year to 30 April 2012 be approved.
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- That Hamish Buchan, who retires from office annually, be re-elected as a Director.
-
- That Martin Hamilton-Sharp, who retires from office annually, be re-elected as a Director.
-
- That Gordon Neilly, who retires from office annually, be re-elected as a Director.
-
- That Stuart Paul, who retires from office annually, be re-elected as a Director.
-
- That Frank Rushbrook, who retires from office annually, be re-elected as a Director.
-
- That Robin Angus, who retires from office annually, be re-elected as a Director.
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- That Ernst & Young LLP be re-appointed as Auditors and that the Directors be authorised to determine their remuneration.
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- Authority to allot shares
That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the ''Act'') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (''Securities'') provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with an aggregate nominal value of up to »6,250,000, such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired.
To consider and, if thought fit, pass the following resolutions which will be proposed as Special Resolutions:
- Disapplication of pre-emption rights
That, subject to the passing of Resolution 10 above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and are hereby generally empowered, pursuant to Section 570 of the Companies Act 2006 (the ''Act''), to allot equity securities (as defined in Section 560 of the Act), including the grant of rights to subscribe for, or to convert securities into, Ordinary shares held by the Company as Treasury shares (as defined in Section 724 of the Act) for cash pursuant to the authority given by Resolution 10 above as if Section 561(1) of the Act did not apply to any such allotment of equity securities, provided that this power:
(a) expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities up to an aggregate nominal value »6,250,000, being 35.1% of the nominal value of the issued share capital of the Company as at 20 June 2012.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 560(2) of the Act as if in the first paragraph of this resolution the words ''subject to the passing of Resolution 10 above'' were omitted.
- Share buy-back authority
That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the Companies Act 2006 (the ''Act''), to make market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary shares of »12.50 each in the capital of the Company (''Ordinary shares'') (either for retention as Treasury shares for future reissue, resale, transfer or for cancellation), provided that:
- (a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 213,775;
- (b) the minimum price (excluding expenses) which may be paid for each Ordinary share is »12.50;
- (c) the maximum price (excluding expenses) which may be paid for each Ordinary share shall not be greater than the higher of:
- (i) 5% above the average middle market quotation on the London Stock Exchange of an Ordinary share over the five business days immediately preceding the date of purchase; and
- (ii) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange; and
- (d) unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the Company's next Annual General Meeting or on 31 October 2013, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary shares pursuant to any such contract.
-
- That a General Meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.
By Order of the Board
Steven K Davidson Secretary 10 St Colme Street Edinburgh EH3 6AA
20 June 2012
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
Notes
-
- A shareholder who is entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote on his/her behalf. Such proxy need not also be a shareholder of the Company. If appointing more than one proxy, each proxy must be appointed to exercise rights attaching to different shares held by the shareholder.
-
- A proxy form for use by shareholders at the meeting is enclosed with this document. Proxies must be lodged with the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not less than 48 hours (excluding non-working days) before the time appointed for the meeting together with any power of attorney or other authority (if any) under which it is signed. Completion of the proxy form will not prevent a shareholder from attending the meeting and voting in person.
-
- Only those shareholders having their names entered on the Company's share register not later than 6.00 pm on 24 July 2012 or, if the meeting is adjourned, 6.00 pm on the day which is 2 days (excluding non working days) prior to the date of the adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the Company's share register after that time shall be disregarded in determining the rights of any shareholder to attend, speak and vote at the meeting, notwithstanding any provision in any enactment, the Articles of Association of the Company or other instrument to the contrary.
-
- Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that such corporate representatives do not do so in relation to the same shares.
-
- CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual, and by logging on to the website www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ''CREST Proxy Instruction'') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's registrar, Equiniti Limited (ID RA 19), by no later than 11.30 am on 24 July 2012. No such message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST application host) from which the Company's registrar is able to retrieve the message by inquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
-
- The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 (''Nominated Persons''). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in notes 1 and 2 above does not apply to Nominated Persons. The rights described in these notes can be exercised only by members of the Company.
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- As at 20 June 2012, the latest practicable date prior to publication of this document, the Company's issued share capital comprised 1,426,120 Ordinary shares of »12.50 each with a total of 1,426,120 voting rights.
-
- Any person holding 3% of the total voting rights in the Company who appoints a person other than the Chairman as his/her proxy will need to ensure that both he/she and such third party comply with their respective disclosure obligations under the Disclosure and Transparency Rules.
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- Information regarding the meeting, including information required by Section 311A of the Companies Act 2006, is available from the Company's website, www.patplc.co.uk.
-
- Under Section 319A of the Companies Act 2006, the Company must answer any question relating to the business being dealt with at the meeting put by a member attending the meeting unless:
- (a) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
- (b) the answer has already been given on a website in the form of an answer to a question; or
- (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
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- Shareholders are advised that, unless otherwise stated, any telephone number, website or e-mail address which may be set out in this notice of meeting or in any related documents (including the proxy form) is not to be used for the purposes of serving information or documents on, or otherwise communicating with, the Company for any purposes other than those expressly stated.
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- The members of the Company may require the Company (without payment) to publish, on its website, a statement (which is also to be passed to the auditors) setting out any matter relating to the audit of the Company's accounts, including the auditor's report and the conduct of the audit. The Company will be required to do so once it has received such requests from either members representing at least 5% of the total voting rights of the Company or at least 100 members who have a relevant right to vote and hold shares in the Company on which there has been paid up an average sum per member of at least »100. Such requests must be made in writing and must state the sender's full name and address and be sent to the Company's registered address at 10 St Colme Street, Edinburgh EH3 6AA.
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- The letters of appointment of the non-executive Directors and the service contract of the executive Director will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice and at the location of the meeting for at least 15 minutes prior to the meeting and during the meeting.
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- Members meeting the threshold requirements set out in the Companies Act 2006 have the right (a) to require the Company to give notice of any resolution which can properly be, and is to be, moved at the meeting pursuant to section 338 of the Companies Act 2006; and/or (b) to include a matter in the business to be dealt with at the meeting, pursuant to section 338A of the Companies Act 2006.
Personal Assets Trust PLC, 10 St Colme Street, Edinburgh EH3 6AA. Telephone: 0131 538 6605. Website: www.patplc.co.uk