|
British & American Investment Trust PLC |
|
Annual Financial Report for the year ended 31 December 2023 |
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Registered number: 00433137 |
|
Directors |
Registered office |
|
David G Seligman (Chairman) |
Wessex House |
|
Jonathan C Woolf (Managing Director) |
1 Chesham Street |
|
Alex Tamlyn
(Non-executive) |
Telephone: 020 7201 3100 |
|
Julia Le Blan (Non-executive and Chair of the Audit Committee) |
Registered in England |
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No.00433137 |
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|
30 April 2024 |
This is the
Annual Financial Report as required to be published under DTR 4 of the UKLA
Listing Rules.
Financial Highlights
For the year ended 31 December 2023
|
|
2023 |
2022 |
|
||||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|||
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|||
|
Profit/(loss) before tax - realised |
797 |
(585) |
212 |
658 |
(277) |
381 |
|||
|
(Loss)/profit before tax - unrealised |
- |
(2,196) |
(2,196) |
- |
579 |
579 |
|||
|
|
__________ |
__________ |
__________ |
__________ |
__________ |
__________ |
|||
|
(Loss)/profit before tax - total |
797 |
(2,781) |
(1,984) |
658 |
302 |
960 |
|||
|
|
__________ |
__________ |
__________ |
__________ |
__________ |
__________ |
|||
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Earnings per £1 ordinary share - basic and diluted* |
|
|
|
|
|
|
|||
|
|
__________ |
__________ |
__________ |
__________ |
__________ |
__________ |
|||
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|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
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Net assets |
|
|
4,512 |
|
|
7,091 |
|||
|
|
|
|
__________ |
|
|
__________ |
|||
|
Net assets per ordinary share |
|
|
|
|
|
|
|||
|
- deducting
preference shares |
|
|
|
|
|
|
|||
|
|
|
|
__________ |
|
|
__________ |
|||
|
- diluted |
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|
13p |
|
|
20p |
|||
|
|
|
|
__________ |
|
|
__________ |
|||
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Diluted net asset value per ordinary share at 26 April 2024 |
|
|
26p |
|
|
|
|||
|
|
|
|
__________ |
|
|
|
|||
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Dividends declared or proposed for the period: |
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|
|
|
|
|||
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per ordinary share |
|
|
|
|
|
|
|||
|
- interim paid |
|
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1.75p |
|
|
1.75p |
|||
|
- final proposed |
|
|
0.0p |
|
|
0.0p |
|||
|
per preference share |
|
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1.75p |
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|
1.75p |
|||
|
|
|
|
|
|
|
|
|||
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*Calculated in accordance with International Accounting Standard 33 'Earnings per Share'. Conversion of the preference shares will have an antidilutive effect. Upon conversion of the preference shares to ordinary shares the anti-diluted earnings per share would be 2.33p (2022 - 1.93p) (revenue return) (Note 3). **Basic net assets are calculated using a value of fully diluted net asset value for the preference shares. |
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I report our
results for the year ended 31 December 2023.
Revenue
The return on the revenue account before tax amounted to
£0.8 million (2022: £ 0.7 million), a similar level to that of the previous year
due. The bulk of this revenue was accounted for by dividends received from
subsidiary companies arising from gains realised on our principal US
investments. In addition, further one-off income of £236,000 was received from
the proceeds of a class action suit settlement in the USA relating to the
take-over in 2018 of one of our US investments, Asterias Biotherapeutics Inc.
Gross revenues totalled £1.3 million (2022: £1.2
million). In addition, film income of £74,000 (2022: £107,000) and property
unit trust income of £nil (2022: £1,000) was received in our subsidiary
companies. This reduction in property income reflected the
sale of one of our investments during the year 2021. In accordance with IFRS10,
these income streams are not included within the revenue figures noted above
because consolidated financial statements are not prepared.
The total return before tax, comprising revenue and
capital return, amounted to a loss of £2.0 million (2022: £1.0 million profit),
representing net revenue of £0.8 million, a realised loss of £0.6 million and
an unrealised loss of £2.2 million. The revenue return per ordinary share was 1.9p
(2022: 1.3p) on an undiluted basis.
Net Assets and Performance
Net assets at the year end
were £4.5 million (2022: £7.1 million), a decrease of 36.4 percent after
payment of £0.6 million in dividends to shareholders during the year. This
compares to an increase in the FTSE 100 index of 3.8 percent and to an increase
in the UK All Share index of 3.8 percent
over the period. On a total return basis, after adding back dividends paid
during the year, our net assets decreased by 27.7 percent compared to increases
of 7.9 percent and 7.9 percent in the FTSE 100 and UK All Share indices,
respectively.
This substantial underperformance for the year
as a whole, despite the 20 percent out-performance recorded at the half-year,
was due almost entirely to the significant decline of 34 percent in the value
of our largest investment, Geron Corporation, in the last
quarter of 2023. Thankfully this decline
was reversed in the first quarter of 2024 with a rise of 36 percent to a level
slightly higher than that recorded at the half year. As noted below, this has
allowed us to register significant recovery in value of over £4 million so far
this year, resulting in outperformance of approximately 95 percent since the
beginning of 2023. The reasons for this volatility in the share price of Geron Corporation are explained in more detail in the
Managing Director's report below.
Equity markets in the UK and USA performed with
a determined firmness in 2023, maintaining their close to all time high levels
throughout the first three quarters. Then in the fourth quarter, equity prices
broke out strongly, by over 20 percent in the USA, as inflation levels started
to decline from their 2022 highs and the prospect of reductions in interest
rates began to be foreseen, with the first in a series of rate reductions
expected from the Federal Reserve in the USA in March 2023.
Further strong impetus was given to markets at
this time from significantly improved results from technology companies in the
USA with particular exposure to activities connected with Artificial
Intelligence. These movements had the effect of lifting markets strongly as a
whole, although equity price rises have since become more broadly-based as
other leading companies have been able to show growing levels of profitability
for 2023, recovering from the depredations of the Covid
pandemic in 2021 and 2022.
Market strength over the last year seems,
however, to have ignored the many and substantial challenges and uncertainties
developed economies are facing politically, strategically, militarily and
socially around the world. These include
the continuing war in Ukraine, now into its third year; new instability in the
Middle East with renewed and intensified Israeli and Palestinian conflict; a
revanchist Russia threatening the post-WW2 settlement in Europe, political
gridlock in the US Congress impeding the effective conduct of government
business together with divisive and acrimonious elections due there at the end
of the year, as well as in many major European countries including the UK;
battles over the implementation of climate change policies while weather records are continuously being
broken and damage to infrastructure, production and habitats is being
experienced throughout the world; and the dangerous distortion of truth and
real news through social media misinformation or AI- generated fakery to
further malign political and social programmes or criminal enterprises to the
detriment of free and open discourse. While markets seem to have so far ignored
these important and future-defining issues, definite reaction is now being seen
politically and socially, as societies have become increasingly polarised,
populist politicians have been gaining traction and long held social norms have
begun to be eroded.
Voters now show a high level of distrust in
their politician's ability to address their basic concerns - uncontrolled
levels of immigration, lack of economic growth, high rates of tax, stagnation
in middle class incomes, lack of investment and trust in government -
precipitating movements towards political extremes and a hollowing out of the
liberal political middle.
It goes without saying that these unfortunate
and regressive developments will inevitably have a fundamental and
destabilising effect on future economic outcomes, democratic freedoms and
continued social development in those countries where governments fail to
provide real leadership rather than gesture politics and fail to respond to
their citizens' basic needs and expectations.
Dividend
In 2023, dividends of 1.75 pence per ordinary
share and 1.75 pence per preference share were paid as an interim payment
during the year. This was the same level of dividend for ordinary and
preference shareholders as in the previous year and represented a yield of
approximately 10 percent on the ordinary share price averaged over a period of
12 months.
The Board has become aware of an issue
concerning technical compliance with the Companies Act 2006 ('Act') in relation
to the payment of an interim dividend on 21 December 2023. This issue arose
because interim accounts, while duly prepared and showing sufficient
distributable profits to justify payment of the interim dividend, had not been
filed at Companies House prior to the declaration of the dividend, as is
required by the Act in the case of public companies. It is intended that this
technical issue, which has no impact on the Company's financial position nor
upon any other distributions made by the Company, be ratified by a shareholder
resolution at our forthcoming Annual General Meeting in June 2024 by
shareholders unconnected with any Director, as is customary in these
circumstances.
All necessary steps have been taken to ensure
this issue is not repeated in the future. We are grateful for shareholders'
understanding in this matter.
It is our intention to pay an interim dividend
this year of no less amount contingent on the profitable sales of investments
during the year. The position regarding these investments is set out in more
detail in the Managing Director's report below.
Recent events and outlook
The extremely strong performance of investment markets
over the last 6 months, based essentially on the prospect of declining interest
rates, makes a future correction to what is now a 16 year rising market and a
three year post-Covid bull market, somewhat
inevitable, particularly given the serious global concerns noted above.
Our investment policy relies, as it has for some
time, on the capture of value from our major investments in US biotechnology.
Our largest investment, Geron Corporation, is now on
the cusp of fulfilling its transformation from clinical development to product sales
with the imminently expected approval of its oncology drug by the FDA.
The beginnings of this value enhancement were
seen last month with a positive vote from the FDA's Advisory Committee on the
drug's safety and effectiveness, following which Geron's
share price rose by over 90 percent. Further significant upward price movement is expected to continue with
the official approval from the FDA due to be delivered by mid-June.
As at 26 April 2024, our net assets had
increased to £9.1 million, an increase of 100.8 percent since the beginning of
the calendar year. This is equivalent to 25.9 pence per share (prior charges
deducted at fully diluted value) and 25.9 pence per share on a diluted basis.
Over the same period the FTSE 100 increased 5.3 percent and the All Share Index
increased 4.5 percent.
David Seligman
30 April 2024
Managing Director's report
Following
significant out-performance in the first half, our portfolio underperformed by
a large margin for the year as a whole, as noted in the Chairman's statement
above. This was due to a combination of
two factors: a significant reversal in the share price of our largest
investment, Geron Corporation, of over 35 percent in
the second half of the year and continued strong growth in the US equity index
of 10 percent and to a lesser extent in the UK equity index of 3 percent over
the same period.
I had reported
in detail at the interim stage on the reasons for and background to Geron?s strong upward price movement over the first six
months of 2023 and the expectation of further positive gains given the stage it
had reached in its clinical development programme prior to anticipated approval
of its oncology drug by the US Federal Drug Agency ('FDA') in the summer of
this year. However, this was not to be
the case and the opposite price movement occurred for reasons which cannot be
rationally explained given the absence of any adverse news from Geron and a strong market during the period.
It will be
recalled that in last year's interim report and indeed in many previous
reports, we have commented in detail on the lack of true price discovery and
inexplicable levels of volatility in Geron's stock
price over many years. Unusual market-related activities, poor timing and
execution of secondary share issues and manipulative trading practices have
been cited as reasons for this and it would appear that some of such forces
were again active in the second half of 2023.
That being
said, I am very pleased to report that the decline in Geron's
share price at the end of 2023 has now been more than reversed this year to
date with a rise of 80 percent.
On 14th
March of this year, Geron received a positive vote
from the FDA's independent advisory committee of experts (ODAC - Oncology Drugs
Advisory Committee) on the safety and efficacy of its haematological drug Imetelstat - to be marketed under the brand name "RyTelo". ODAC's
findings are used by the FDA to inform their own decision on approving new
drugs which have successfully passed through the full clinical trials
process. Historically, the FDA approves
97 percent of all new oncology drug applications which have received a positive
recommendation from ODAC and the FDA is now scheduled to issue its formal
decision by 16th June of this year, no more than 7 weeks away. A positive decision will allow Geron to market RyTelo, for which
it has already built up a significant marketing team and operations,
immediately thereafter.
With this
penultimate step to approval now successfully achieved, we believe that the
market has now finally started to attribute a somewhat more transparent and
reasonable market value to Geron at this pre-approval
stage of the process. This new level
should only be built upon further as the approval date approaches, the
anticipated approval is granted and sales commence.
As a result
of this strong recovery in Geron's share price, our
portfolio has outperformed the indices by 95 percent in 2024 to date exceeding
the outperformance of 20 percent registered at the half-year stage last year.
Investment
climate outlook
The list of
geopolitical, economic, financial and social concerns now facing the world is
long and growing: Serious security issues in Europe, the Middle East and
potentially the Far East with the emboldenment of
autocratic regimes in those areas; the weakness of? democracies in leading Western nations as
internal division and consequential political gridlock prevail; stubbornly high
inflation; recession or economic stagnation in all but one of the G7 economies;
record levels of government debt; the inability of international institutions
to address the many challenges now being seen to the post WW2 rules based order
and climate change.
These multiple
and widespread conditions, all with negative long-term impact potential, are too numerous and complex to analyse in detail in a report such as
this.
However,
markets have been largely ignoring these risks and continue to maintain their all time high levels, albeit with some recently higher
levels of volatility. That this should be the case seems somewhat
extraordinary, particularly when the currently higher levels of interest rates
are now expected to remain at these higher levels for longer as inflation in
the US and European countries is also expected to remain higher for longer
before returning to target levels.
In the
absence of a significant and unexpected turnaround for the better in world
affairs, it seems incontrovertible that these multiple risks must inevitably at
some point prove negative for investment sentiment and performance going
forward.
Consequently,
we will be examining closely our hitherto policy of full investment in equity
investments and when appropriate to our portfolio performance will be seeking
to reduce exposure to equities, to be replaced by a more traditional and
diverse balance of investments alongside equities, including cash, fixed interest, funds, commodities, real assets and
where appropriate non-financial investments, within the
parameters of our stated investment policy.
Jonathan
Woolf
30 April 2024
Income statement
For the year ended 31 December 2023
|
|
2023 |
2022 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£ 000 |
£ 000 |
£ 000 |
£ 000 |
£ 000 |
£ 000 |
|
Investment income (note 2) |
1,264 |
- |
1,264 |
1,156 |
- |
1,156 |
|
Holding (losses)/gains on investments at fair value through profit or loss |
|
(2,196) |
(2,196) |
|
579 |
579 |
|
Losses on disposal of investments at fair value through profit or loss* |
|
|
|
|
|
|
|
Foreign exchange (losses)/gains |
36 |
(119) |
(83) |
(40) |
277 |
237 |
|
Expenses |
(453) |
(255) |
(708) |
(424) |
(250) |
(674) |
|
|
________ |
________ |
________ |
________ |
________ |
________ |
|
(Loss)/profit
before finance costs and tax |
847 |
(2,745) |
(1,898) |
692 |
312 |
1,004 |
|
Finance costs |
(50) |
(36) |
(86) |
(34) |
(10) |
(44) |
|
|
________ |
________ |
________ |
________ |
________ |
________ |
|
(Loss)/profit before tax |
797 |
(2,781) |
(1,984) |
658 |
302 |
960 |
|
Tax |
17 |
- |
17 |
16 |
- |
16 |
|
|
________ |
________ |
________ |
________ |
________ |
________ |
|
(Loss)/profit
for the year |
814 |
(2,781) |
(1,967) |
674 |
302 |
976 |
|
|
________ |
________ |
________ |
________ |
________ |
________ |
|
Earnings per share |
|
|
|
|
|
|
|
Basic and diluted - ordinary shares** |
1.86p |
(11.12)p |
(9.26)p |
1.30p |
1.21p |
2.51p |
|
|
________ |
________ |
________ |
________ |
________ |
________ |
The company does not have any income or expense that is not included in the (loss)/profit for the year. Accordingly, the '(Loss)/profit for the year' is also the 'Total Comprehensive Income for the year' as defined in IAS 1 (revised) and no separate Statement of Comprehensive Income has been presented.
The total column of this statement represents the Income Statement, prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.
All profit and total comprehensive income is attributable to the equity holders of the company.
*Losses on disposal of investments at fair value through profit or loss include Gains on sales of £45,000 (2022 - £9,000 gains) and Losses on provision for liabilities and charges of ?220,000 (2022 - £303,000 losses).
**Calculated in accordance with International Accounting Standard 33 'Earnings per Share'. Conversion of the preference shares will have an antidilutive effect. Upon conversion of the preference shares to ordinary shares the anti-diluted earnings per share would be 2.33p (2022-1.93p) (revenue return).
Statement of changes in equity
For the year ended 31 December 2023
|
|
|
Share |
Capital |
Retained |
Total |
|
|
|
£ 000 |
£ 000 |
£ 000 |
£ 000 |
|
Balance at 31 December 2021 |
|
35,000 |
(28,230) |
(43) |
6,727 |
|
Changes in equity for 2022 |
|
|
|
|
|
|
Profit for the period |
|
- |
302 |
674 |
976 |
|
Ordinary dividend paid (note 4) |
|
- |
- |
(437) |
(437) |
|
Preference dividend paid (note 4) |
|
- |
- |
(175) |
(175) |
|
|
|
________ |
________ |
________ |
________ |
|
Balance at 31 December 2022 |
|
35,000 |
(27,928) |
19 |
7,091 |
|
Changes in equity for 2023 |
|
|
|
|
|
|
(Loss)/profit for the period |
|
- |
(2,781) |
814 |
(1,967) |
|
Ordinary dividend paid (note 4) |
|
- |
- |
(437) |
(437) |
|
Preference dividend paid (note 4) |
|
- |
- |
(175) |
(175) |
|
|
|
________ |
________ |
________ |
________ |
|
Balance
at 31 December 2023 |
|
35,000 |
(30,709) |
221 |
4,512 |
|
|
|
________ |
________ |
________ |
________ |
Registered number: 00433137
Balance Sheet
At 31 December 2023
|
|
|
2023 |
2022 |
|
|
|
|
|
|
|
|
£ 000 |
£ 000 |
|
Non-current assets |
|
|
|
|
Investments - at fair value through profit or loss |
|
4,895 |
5,600 |
|
Investment in subsidiaries - at fair value through profit or loss |
|
6,665 |
7,712 |
|
|
|
__________ |
__________ |
|
|
|
11,560 |
13,312 |
|
Current assets |
|
|
|
|
Receivables |
|
362 |
442 |
|
Cash and cash equivalents |
|
39 |
45 |
|
|
|
__________ |
__________ |
|
|
|
401 |
487 |
|
|
|
__________ |
__________ |
|
Total assets |
|
11,961 |
13,799 |
|
|
|
__________ |
__________ |
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
2,008 |
1,794 |
|
Bank credit facility |
|
1,235 |
1,018 |
|
|
|
__________ |
__________ |
|
|
|
(3,243) |
(2,812) |
|
|
|
__________ |
__________ |
|
|
|
|
|
|
Total assets less current liabilities |
|
8,718 |
10,987 |
|
|
|
__________ |
__________ |
|
|
|
|
|
|
Non - current liabilities |
|
(4,206) |
(3,896) |
|
|
|
__________ |
__________ |
|
Net assets |
|
4,512 |
7,091 |
|
|
|
__________ |
__________ |
|
Equity attributable to equity holders |
|
|
|
|
Ordinary share capital |
|
25,000 |
25,000 |
|
Convertible preference share capital |
|
10,000 |
10,000 |
|
Capital reserve |
|
(30,709) |
(27,928) |
|
Retained revenue earnings |
|
221 |
19 |
|
|
|
__________ |
__________ |
|
Total equity |
|
4,512 |
7,091 |
|
|
|
__________ |
__________ |
Approved: 30 April 2024
Cash flow statement
For the year ended 31 December 2023
|
|
|
Year ended 2023 |
Year ended 2022 |
|
|
|
£ 000 |
£ 000 |
|
Cash
flows from operating activities |
|
|
|
|
(Loss)/profit before tax |
|
(1,984) |
960 |
|
Adjustments for: |
|
|
|
|
Losses/(gains) on investments |
|
2,371 |
(285) |
|
Proceeds on disposal of investments at fair value through profit and loss |
|
136 |
548 |
|
Purchases of investments at fair value through profit and loss |
|
(536) |
(441) |
|
Finance costs |
|
73 |
44 |
|
|
|
__________ |
__________ |
|
Operating cash flows before movements in working capital |
|
60 |
826 |
|
Decrease in receivables |
|
97 |
109 |
|
Decrease in payables |
|
(127) |
(1,351) |
|
|
|
__________ |
__________ |
|
Net
cash from operating activities before interest |
|
30 |
(416) |
|
Interest paid |
|
(73) |
(21) |
|
|
|
__________ |
__________ |
|
Net
cash from operating activities |
|
(43) |
(437) |
|
Cash flows from financing activities |
|
|
|
|
Dividends paid on ordinary shares |
|
(180) |
- |
|
Dividends paid on preference shares |
|
- |
- |
|
|
|
|
|
|
|
|
__________ |
__________ |
|
Net cash used in financing activities |
|
(180) |
- |
|
|
|
__________ |
__________ |
|
Net
decrease in cash and cash equivalents |
|
(223) |
(437) |
|
Cash
and cash equivalents at beginning of year |
|
|
|
|
|
|
__________ |
__________ |
|
Cash
and cash equivalents at end of year |
|
|
|
|
|
|
__________ |
__________ |
Purchases and sales of investments are considered to be operating activities of the company, given its purpose, rather than investing activities. Cash and cash equivalents at year end shows net movement on the bank facility.
1 Basis of preparation and going concern
The
financial information set out above contains the financial information of the
company for the year ended 31 December 2023. The company has prepared
its financial statements in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those standards. The financial statements have also been prepared as far as applicable
and relevant to the company in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and Venture
Capital Trusts (SORP), reissued in July 2022 by the Association of Investment
Companies (AIC).
The financial statements have been prepared on a
going concern basis adopting the historical cost convention except for the
measurement at fair value of investments, derivative financial instruments and subsidiaries.
The information for the year ended 31 December
2023 is an extract from the statutory accounts to that date. Statutory company accounts
for 2022, which were prepared in accordance with
UK-adopted international accounting standards, have been delivered to the registrar of
companies and company statutory accounts for 2023, prepared under IFRS as
adopted by the UK, will be delivered in due course.
The auditors have reported on the 31 December
2023 year end accounts and their report was unqualified and did not include
references to any matters to which the auditors drew attention by way of
emphasis without qualifying their reports and did not contain statements under
section 498(2) or (3) of the Companies Act 2006.
The directors, having made enquiries,
consider that the company has adequate financial resources to enable it to
continue in operational existence for the foreseeable future. Accordingly, the
directors believe that it is appropriate to continue to adopt the going concern
basis in preparing the company's accounts.
2 Income
|
|
|
|
|
|
||
|
|
|
|
£ 000 |
£ 000 |
||
|
Income from investments |
|
|
|
|
||
|
|
|
|
|
|
||
|
UK dividends |
|
|
94 |
89 |
||
|
Dividend from subsidiary |
|
|
867 |
1,001 |
||
|
|
|
|
_________ |
_________ |
||
|
|
|
|
961 |
1,090 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Other income |
|
|
303 |
66 |
||
|
|
|
|
|
|
_________ |
__________ |
|
Total income |
|
|
1,264 |
1,156 |
||
|
|
|
|
|
|
_________ |
__________ |
|
|
|
|
|
|
||
|
Total income comprises: |
|
|
|
|
||
|
|
|
|
|
|
||
|
Dividends |
|
|
961 |
1,090 |
||
|
Other interest |
|
|
64 |
66 |
||
|
Other income - settlement of US class action suit |
|
|
239 |
- |
||
|
|
|
|
_________ |
_________ |
||
|
|
|
|
1,264 |
1,156 |
||
|
|
|
|
|
|
_________ |
__________ |
|
Dividends from investments |
|
|
|
|
||
|
|
|
|
|
|
||
|
Listed investments |
|
|
94 |
89 |
||
|
Unlisted investments |
|
|
867 |
1,001 |
||
|
|
|
|
_________ |
_________ |
||
|
|
|
|
961 |
1,090 |
||
|
|
|
|
|
|
_________ |
__________ |
During the year the company received a dividend
of £867,000 (2022 - £1,001,000) from a subsidiary which was generated from
gains made on the realisation of investments held by
that company. As a result of the receipt of this dividend a corresponding reduction
was recognised in the value of the investment in the
subsidiary company.
During the year the company recognised
£154,000 of a foreign exchange loss (2022 - £317,000 gain) on the loan of
$3,526,000 to a subsidiary. As a result
of this loss, the corresponding movement was recognised
in the value of the investment in the subsidiary company.
Under IFRS 10 the income analysis is for the
parent company only rather than that of the consolidated group. Thus, film
revenues of £74,000 (2022 - £107,000) received by the subsidiary British &
American Films Limited and property unit trust income of £nil (2022 - £1,000)
received by the subsidiary BritAm Investments Limited
are shown separately in this paragraph.
3 Earnings per ordinary share
The calculation of the basic (after deduction of preference dividend) and
diluted earnings per share is based on the following data:
|
|
2023 |
2022 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£ 000 |
£ 000 |
£ 000 |
£ 000 |
£ 000 |
£ 000 |
|
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
464 |
(2,781) |
(2,317) |
324 |
302 |
626 |
Basic revenue, capital and total return per ordinary share is based on the net revenue, capital and total return for the period after tax and after deduction of dividends in respect of preference shares and on 25 million (2022: 25 million) ordinary shares in issue.
The diluted revenue, capital and total return is based on the net revenue, capital and total return for the period after tax and on 35 million (2022: 35 million) ordinary and preference shares in issue.
*Calculated in accordance with International Accounting Standard 33 'Earnings per Share'. Conversion of the preference shares will have an antidilutive effect. Upon conversion of the preference shares to ordinary shares the anti-diluted earnings per share would be 2.33p (2022 - 1.93p) (revenue return).
4 Dividends
|
|
2023 |
2022 |
|
|
£ 000 |
|
|
Amounts recognised as distributions to equity holders in the period |
|
|
|
Dividends on ordinary shares: |
|
|
|
Final dividend for the year ended 31 December 2022 of 0.0p (2021: 0.0p) per share |
|
|
|
Interim dividend for
the year ended 31 December 2023 of 1.75p |
|
|
|
|
__________ |
__________ |
|
|
437 |
437 |
|
|
__________ |
__________ |
|
Proposed final dividend for the year ended 31 December 2023 of 0.0p (2022: 0.0p) per share |
|
|
|
|
__________ |
__________ |
|
|
|
|
|
Dividends on 3.5% cumulative convertible preference shares: |
|
|
|
Preference dividend for the 6 months ended 31 December 2022 of 0.00p (2021: 0.00p) per share |
|
|
|
Preference dividend for the 6 months ended 30 June 2023 of 1.75p (2022: 0.00p) per share |
|
|
|
Preference dividend for the 6 months ended 31 December 2023 of 0.00p (2022: 1.75p) per share |
|
|
|
|
__________ |
__________ |
|
|
175 |
175 |
|
|
__________ |
__________ |
We have set out below the total dividend payable in respect of the financial year, which is the basis on which the retention requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
|
Dividends proposed for the period |
|
|
|
|
|
|
|
|
� 000 |
� 000 |
|
Dividends on ordinary shares: |
|
|
|
Interim dividend for the year ended 31 December 2023 of 1.75p (2022: 1.75p) per share |
|
|
|
|
|
|
|
Proposed final dividend for the year ended 31 December 2023 of 0.0p (2022: 0.0p) per share |
|
|
|
|
__________ |
__________ |
|
|
437 |
437 |
|
|
__________ |
__________ |
|
Dividends on 3.5% cumulative convertible preference shares: |
|
|
|
Preference dividend for the 6 months ended 30 June 2023 of 1.75p (2022: 0.00p) per share |
|
|
|
Preference dividend for the 6 months ended 31 December 2023 of 0.00p (2022: 1.75p) per share |
|
|
|
|
__________ |
__________ |
|
|
175 |
175 |
|
|
__________ |
__________ |
The non-payment in December
2019, December 2020, June 2022 and December 2023 of the dividend of 1.75 pence
per share on the 3.5% cumulative convertible preference shares, consequent upon
the non-payment of a final dividend on the Ordinary shares for the year ended
31 December 2019, for the year ended 31 December 2020, for the period ended 30
June 2022 and for the year ended 31 December 2023, has resulted in arrears of £700,000
on the 3.5% cumulative convertible preference shares. These arrears will become
payable in the event that the ordinary shares receive, in any financial year, a
dividend on par value in excess of 3.5%.
An interim dividend declared for the year ended 31 December 2023 of 1.75
pence per ordinary share was paid on 21 December 2023 to shareholders on the
register at 7 December 2023. A preference dividend of 1.75 pence was paid to
preference shareholders on the same date.
5 Net asset values
|
|
|
Net asset |
|
|
2023 |
2022 |
|
Ordinary shares |
£ |
£ |
|
Diluted |
0.13 |
0.20 |
|
Undiluted |
0.13 |
0.20 |
|
|
|
Net assets attributable |
|
|
2023 |
2022 |
|
|
£ 000 |
£ 000 |
|
Total net assets |
4,512 |
7,091 |
|
Less convertible preference shares at fully diluted value |
(1,289) |
(2,026) |
|
|
__________ |
__________ |
|
Net assets attributable to ordinary shareholders |
3,223 |
5,065 |
|
|
__________ |
__________ |
The undiluted and diluted net asset values per £1 ordinary share are based on net assets at the year end and 25 million (undiluted) ordinary and 35 million (diluted) ordinary and preference shares in issue.
Principal risks and
uncertainties
The principal risks facing the company relate to its investment
activities and include market risk (other price risk, interest rate risk and
currency risk), liquidity risk and credit risk. The other principal risks to
the company are loss of investment trust status and operational risk. These
will be explained in more detail in the notes to the 2023 Annual Report and
Accounts, but remain unchanged from those published in the 2022 Annual Report
and Accounts.
Related party
transactions
The company rents its offices
from Romulus Films Limited, and is also charged for its office overheads.
The salaries and pensions of
the company's employees, except for the non-executive directors and one employee
are paid by Remus Films Limited and Romulus Films Limited and are recharged to
the company.
During the year the company entered
into investment transactions with British & American Films Limited to sell
stock for £890,000 (2022- £nil) and to purchase stock
for £890,000 (2022 - £nil).
At 31 December 2023 £4,413,958
(2022 - £4,132,163) was owed by British & American Films Limited to Romulus
Films Limited under an existing loan agreement (general purpose facility
agreement).
There have been no other related party transactions during the period,
which have materially affected the financial position or performance of the company.
Capital Structure
The company's capital comprises £35,000,000 (2022 - £35,000,000) being 25,000,000 ordinary shares of £1 (2022 - 25,000,000) and 10,000,000 non-voting convertible preference shares of £1
each (2022 - 10,000,000). The rights attaching to the
shares will be explained in more detail in the notes to the 2023 Annual Report
and Accounts, but remain unchanged from those published in the 2022 Annual
Report and Accounts.
Directors'
responsibility statement
The directors are responsible for preparing the financial statements in
accordance with applicable law and regulations. The directors confirm that to
the best of their knowledge the financial statements prepared in accordance
with the applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and the (loss)/profit of the
company and that the Chairman's Statement, Managing Director's Report and the
Directors' report include a fair review of the information required by rules
4.1.8R to 4.2.11R of the FSA's Disclosure and Transparency Rules, together with
a description of the principal risks and uncertainties that the company faces.
Annual General Meeting
This year's Annual General Meeting has been convened for Wednesday 12 June
2024 at 12.15pm at Wessex House, 1 Chesham Street, London SW1X 8ND.