DJ Chelverton UK Dividend Trust plc: Annual Financial Report
Chelverton UK Dividend Trust plc (SDV) Chelverton UK Dividend Trust plc: Annual Financial Report 11-Jul-2019 / 07:00 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. CHEVERTON UK DIVIDEND TRUST PLC Annual Financial Report For the year ended 30 April 2019 Strategic Report The Strategic Report has been prepared in accordance with Section 414A of the Companies Act 2006 ('the Act'). Its purpose is to inform shareholders and help them understand how the Directors have performed their duty under Section 172 of the Act to promote the success of the Company. Chelverton UK Dividend Trust PLC ('the Company') and its subsidiary SDV 2025 ZDP PLC ('SDVP') ('the subsidiary') together form the Group. The Group's funds are invested principally in mid and smaller capitalised UK companies. The portfolio comprises companies listed on the Official List and companies admitted to trading on AIM. The Group does not invest in other investment trusts or in unquoted companies. No investment is made in preference shares, loan stock or notes, convertible securities or fixed interest securities. Financial Highlights 30 April 30 April Capital 2019 2018 % change Total gross assets (GBP'000) 62,032 66,386 (6.56) Total net assets (GBP'000) 44,659 51,794 (13.78) Net asset value per Ordinary 214.19p 249.61p (14.19) share Mid-market price per Ordinary 173.50p 251.00p (30.88) share Premium/(discount) (19.00%) 0.56% Net asset value per Zero Dividend 105.48p 101.41p 4.02 Preference share 2025 Mid-market price per Zero 110.00p 105.50p 4.27 Dividend Preference share 2025 Premium 4.29% 4.02% Year ended Year ended 30 April 30 April Revenue 2019 2018 % change Return per Ordinary share 13.40p 11.49p 16.62 Dividends declared per Ordinary 8.97p 8.46p 6.03 share Special dividends declared per 2.50p 0.66p 278.79 Ordinary share Total return Total return on Group gross (3.53%) 25.96% assets Total return on Group's net (6.39%) 25.95% assets* (total return as proportion of net assets after the provision for the Zero Dividend Preference shares) Total return on Group's net (9.90%) 28.59% assets* Ongoing charges** 1.95% 1.84% Ongoing charges*** 1.45% 1.44% * Adding back dividends paid in the year. ** Calculated in accordance with the Association of Investment Companies ('AIC') guidelines. Based on total expenses, excluding finance costs, for the year and average net asset value. *** Based on gross assets. Chairman's Statement Results The Company's net asset value per Ordinary share as at 30 April 2019 was 214.19p (2018: 249.61p), a decrease over the year of 14.2% with an Ordinary share price of 173.50p per share (2018: 251.00p). Total assets, including revenue reserves, were GBP62.032m (2018: GBP66.386m) and the total net assets were GBP44.659m (2018: GBP51.794m). The Company was launched on 12 May 1999 and the net asset value per Ordinary share has risen by 123% and a total of 186.25p has been paid in dividends including the fourth interim and special dividends announced with this report. Since the year end, the net asset value per Ordinary share has decreased to 198.74p as at 28 June 2019; the discount to market NAV is currently some 8.9%. In the year total dividends of 11.47p per Ordinary share were paid and proposed including a special dividend of 2.50p. During the same period the MSCI UK Small Cap Index decreased by 3.12%. The current underlying portfolio dividend growth has again been positive in the past year, with a portfolio yield today of 5%. As a result of the underlying dividend growth in the year, it has been possible to increase the interim dividend paid to shareholders and to pay a special dividend, whilst retaining a very significant amount of revenue to add to the revenue reserves. The Company's portfolio is currently invested in 75 companies spread across 26 sectors. This spread creates a well-diversified portfolio which the manager expects to lead to steady revenue growth and, in time, capital growth. Capital Structure The Zero Dividend Preference Shares issued in 2012 ('ZDP 2012') reached the end of their life on 8 January 2018 and shareholders received their final entitlement in full. In order to maintain the capital structure, a new class of Zero Dividend Preference shares was issued which will mature on 30 April 2025 ('ZDP 2025') with a final capital entitlement of 133.18p. This form of capital gearing has proven to be very important for the fund in enhancing total returns for Ordinary shareholders. The 2025 ZDP has been issued by a wholly owned subsidiary SDV 2025 ZDP PLC. The net asset value per ZDP share at 30 April 2019 was 105.48p per share with a share price of 110.00p per share. Dividend The Board has declared a fourth interim dividend of 2.40p per Ordinary share (2018: 2.40p) which, when added to the three quarterly interim dividends of 2.19p per Ordinary share (2018: 2.02p), brings the total (excluding the special dividend) to 8.97p (2018: 8.46p) in respect of the year ended 30 April 2019, an increase of 6.03% over the previous year. In addition, the Board has declared a special dividend of 2.50p per Ordinary (2018: 0.66p) share to be paid with the fourth interim dividend. Shareholders will effectively receive a fourth dividend of 4.90p per Ordinary share. This equates to a total dividend for the year of 11.47p per Ordinary share. It remains the Board's intention, which has been stated several times over the past few years, to move the dividend payment profile to a position where the fund pays four equal interim dividends on a quarterly basis through the year. This will be achieved in the year ending 30 April 2020 with four payments of 2.40p being a total for the year of 9.60p of core dividend. In that same year there may or may not be a special dividend, the payment of which will be dependent on the level of total dividend revenue received by the Company including any special dividends. The Board announced earlier this year its decision that once the Company's retained revenue reserves are equal to double the historic core dividend, the Company will distribute to shareholders all additional current period revenue as a special dividend. If the current period revenue is insufficient to meet the proposed core dividend target, the Company will use some of the retained revenue reserves with the aim of reinstating its policy as soon as is practical. The Company as at year end of 30th April 2019 had retained revenue reserves of GBP4,000,000 or 19.19p per share, which represents some 199% of the expected 2020 core annual dividend of 9.60p per Ordinary share. Board Succession As part of the Board's succession planning, Mr David Harris retired as a Director at the Annual General Meeting held in September 2018. The Board would like to express its thanks to Mr Harris for his support to the Board over the years. Mr Andrew Watkins joined the Board after the last Annual General Meeting, as David Harris's successor, Andrew Watkins has brought to the Board a wealth of experience from the investment industry, and is already making a valuable contribution to the Board. Outlook The outlook remains similar to that which we set out last year, namely that uncertainty around the outcome of negotiations with the EU remains, and this will continue to cause uncertainty in markets. We believe, however, that the Company's strategy, of investing in stable, largely ungeared and well-valued businesses, remains a sensible, sustainable model. Lord Lamont of Lerwick Chairman 10 July 2019 Investment Manager's Report In the year to 30 April 2019 there was a decline in Company's net asset value per share from 249.61p to 214.31p. At the same time the core dividend was increased by 6.03% in line with the targeted increase. The Company has also announced a special dividend of 2.50p which, as usual, has been aggregated with the fourth interim dividend. This disappointing performance is a result of the continuing political turmoil and uncertainty caused by the ongoing Brexit process and the additional concerns caused by the trade "discussions" taking place between the United States, China and the European Union. It is interesting to note in the brief period of the Easter Recess when Brexit was not discussed, as much, there was a significant increase in the asset value of the Company. It is generally acknowledged by global analysts that UK equities are lowly rated relative to other world markets and that within the Public Markets, Mid Cap companies, and especially Small Cap companies are even more undervalued. This market has some similarities to the "exuberant" period of 1999/2000 when Telecommunications, Media and Technology ("TMT") shares reached extraordinary values and profitable, cash generating steadily growing companies were overlooked and disregarded. At this time growth companies have enjoyed a very strong run-up in prices whereas the exact opposite could be said about the cash generative, steady growing, dividend paying companies which make up the Company's portfolio. As we did in early
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DJ Chelverton UK Dividend Trust plc: Annual -2-
2000 we are using this period to acquire new holdings and increase our existing shareholdings in what appears to be highly undervalued companies. On one hand it is heartening to see an increase in the number of takeovers as third parties recognise this undervalue and take the opportunity to acquire high quality assets. On the other hand, whilst the uplifts in value are very welcome and particularly when funds can be released to buy into other significantly undervalued companies, one can't help feeling that the "real value" should be higher than the price being paid. The takeovers and offers set out below, in the Portfolio Review, have been announced in the first six months of this calendar year, and therefore provide cash resources that can be reinvested to produce a boost to the revenue account, and in time, to the growth of the asset value. Reflecting concern about the UK economy, the UK political position, the periodic instability in Europe and the world trade position it is hardly surprising that private investors have been holding back from buying the Company's shares. The shares now trade in the region of a 10% discount which over the life of the Company is historically very high. In the past the discount has for very brief periods been at this level but has always quickly narrowed. The yield on the shares is now at a healthy level, and with a capital structure in place until April 2025 and with the statement made by the Board on Dividend Policy the dividend pay out should grow steadily into the future. It is also concerning that in the past few weeks we have had several enquiries about the percentage of the portfolio held in unquoted investments. It is important to reiterate here that the Company has never, does not and never will make unquoted investments. When a new company is brought into the portfolio it is either traded on AIM or on the full list (excluding the shares in the FTSE 100) and must yield at least 4%. The Board made a public statement on the 6 March 2019 setting out a clarification of the Dividend Policy. Given the strength of the underlying dividend and the growth of the dividends of a lot of the portfolio it is the Board's intention to pay four interim dividends of 2.40p in 2019/20, an increase of 7%, and to increase the core dividend by the same 7% for the foreseeable future. Obviously further distributions may or may not take place as special dividends depending on the overall revenue account. Portfolio Review In the last year we have had two takeovers, Produce Investments and Dairy Crest (2018 - 1), and just post the year end we received offers for KCom, Mucklow (A & J) and BCA Marketplace. Including the takeovers of Produce Investments and Dairy Crest, seven holdings from the portfolio were sold in their entirety (2018 - 3), Curtis Banks, Discover IE, Macfarlane, Huntsworth and Hilton Foods. Shareholdings were reduced in sixteen companies including Amino Technologies, BCA Marketplace, Bloomsbury Publishing, T. Clarke, Diversified Gas & Oil, Go-Ahead Group, GVC Holdings, Jarvis Securities, Kin and Carta, Numis Corporation, Polar Capital, Ramsdens, Randall and Quilter, Sanderson, Titon Holdings and UP Global Sourcing, all after strong share price performances. Seven new shareholdings were added to the Company's portfolio in the year including, Babcock International - specialising in managing complex assets and infrastructure, Bakkavor - an international food manufacturing business specialising in fresh prepared foods, Crest Nicholson - a housebuilder, Devro - manufactures products derived from collagen, principally sausage casings, FinnCap - the largest adviser on the Alternative Investment Market ("AIM") advising both public and private companies, Sabre Insurance Group - a specialist car insurer, STV Group - a Scottish media company. The shareholdings were increased in twenty-five companies which were in the portfolio at the beginning of the financial year. Like last year this is a significant part of the portfolio and included a number of holdings that were "top sliced" in the early part of the year and then added to towards the end of the year. Outlook Until the UK's relationship with the European Union is clarified it is hard to see any reason for a change in the current valuations of our companies. It is however our firm belief that agreement will be reached and that once this is clear that there will be a significant rerating of the portfolio. David Horner Chelverton Asset Management Limited 10 July 2019 Breakdown of Portfolio by Industry at 30 April 2019 Market value % of Bid Market sector GBP'000 portfolio Support Services 8,240 13.70 Financial Services 7,531 12.50 Travel & Leisure 4,244 7.20 General Retailers 4,102 6.90 Household Goods & Home Construction 3,878 6.60 Construction & Materials 3,836 6.40 Industrial Engineering 3,141 5.20 Media 2,952 4.90 Real Estate Investment Trusts 2,874 4.80 Nonlife Insurance 2,840 4.80 Oil & Gas Producers 2,799 4.70 Real Estate Investment & Services 2,514 4.20 Electronic & Electrical Equipment 1,991 3.30 Software & Computer Services 1,943 3.20 Industrial Transportation 1,150 1.90 Life Insurance 1,083 1.80 Food Producers 1,038 1.80 General Industrials 991 1.60 Leisure Goods 911 1.50 Fixed Line Telecommunications 733 1.20 Food & Drug Retailers 658 1.10 Technology Hardware & Equipment 446 0.70 59,895 100.00 Breakdown of Portfolio by Market Capitalisation at 30 April 2019 Number of CompaniesGBP500m = 20 Source: Maitland Administration Services Limited Portfolio Statement at 30 April 2019 Market % of value Security Sector GBP'000 portfolio Diversified Gas & Oil & Gas 2,223 3.7 Oil Producers Randall & Quilter Nonlife 1,558 2.6 Insurance Marston's Travel & 1,417 2.4 Leisure UP Global Sourcing Household 1,363 2.3 Holdings Goods & Home Construction Mucklow (A&J) Real Estate 1,350 2.3 Group Investment Trusts Belvoir Lettings Real Estate 1,344 2.2 Investment & Services DFS Furniture General 1,255 2.1 Retailers Shoe Zone General 1,248 2.1 Retailers Strix Group Electronic & 1,190 2.0 Electrical Equipment De La Rue Support 1,101 1.8 Services Clarke (T.) Construction 1,070 1.8 & Materials Bloomsbury Media 1,066 1.8 Publishing Crest Nicholson Household 1,059 1.8 Goods & Home Construction Restaurant Group Travel & 1,056 1.8 Leisure Polar Capital Financial 1,045 1.7 Holdings Services Park Group Financial 1,028 1.7 Services Flowtech Fluid Industrial 1,020 1.7 Power Engineering StatPro Group Software & 1,016 1.7 Computer Services Castings Industrial 968 1.6 Engineering Go-Ahead Group Travel & 966 1.6 Leisure Severfield Industrial 953 1.6 Engineering Essentra Support 951 1.6 Services Jarvis Securities Financial 935 1.6 Services Kier Group Construction 935 1.6 & Materials Sanderson Group Software & 927 1.5 Computer Services BCA Marketplace Support 925 1.5 Services Photo-Me Leisure 911 1.5 International Goods Personal Group Nonlife 884 1.5 Holdings Insurance Alumasc Group Construction 882 1.5 & Materials Murgitroyd Group Support 855 1.4 Services Ramsdens Holdings Financial 855 1.4 Services Premier Asset Financial 844 1.4
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Management Group Services Financial Services Centaur Media Media 836 1.4 Galliford Try Household 812 1.4 Goods & Home Construction XP Power Electronic & 801 1.3 Electrical Equipment Epwin Group Construction 800 1.3 & Materials Regional REIT Real Estate 789 1.3 Investment Trusts RPS Group Support 772 1.3 Services Braemar Shipping Industrial 760 1.3 Services Transportati on Brown (N) Group General 756 1.3 Retailers Brewin Dolphin Financial 735 1.2 Holdings Services Town Centre Real Estate 735 1.2 Securities Investment Trusts Northgate Support 734 1.2 Services Chesnara Life 733 1.2 Insurance KCom Group Fixed Line 733 1.2 Telecommunic ations Kin and Carta Support 705 1.2 Services Palace Capital Real Estate 700 1.2 Investment & Services Numis Corporation Financial 686 1.1 Services McColl's Retail Food & Drug 658 1.1 Group Retailers Headlam Group Household 644 1.1 Goods & Home Construction Bakkavor Food 642 1.1 Producers Orchard Funding Financial 638 1.1 Group Services RTC Group Support 630 1.0 Services Low & Bonar General 601 1.0 Industrials Wilmington Group Media 600 1.0 Gattaca Support 580 1.0 Services Anglo African Oil Oil & Gas 576 1.0 & Gas Producers Finncap Group Financial 540 0.9 Services Babcock Support 525 0.9 International Services Foxtons Group Real Estate 470 0.8 Investment & Services Connect Group Support 462 0.8 Services GVC Holdings Travel & 457 0.8 Leisure STV Media 450 0.7 Amino Technologies Technology 446 0.7 Hardware & Equipment Saga General 441 0.7 Retailers Moss Bros Group General 402 0.7 Retailers Sabre Insurance Nonlife 398 0.7 Insurance Devro Food 396 0.7 Producers Coral Products General 390 0.6 Industrials DX Group Industrial 390 0.6 Transportati on Hansard Global Life 350 0.6 Insurance Revolution Bars Travel & 348 0.6 Group Leisure GLI Finance Financial 225 0.4 Services Chamberlin Industrial 200 0.3 Engineering Titon Holdings Construction 149 0.2 & Materials Total 59,895 100.0 Portfolio Investment Objective and Policy The investment objective of the Company is to provide Ordinary shareholders with a high income and opportunity for capital growth, having provided a capital return sufficient to repay the full final capital entitlement of the Zero Dividend Preference shares issued by the wholly owned subsidiary company SDVP. The Company's investment policy is that: · The Company will invest in equities in order to achieve its investment objectives, which are to provide both income and capital growth, predominantly through investment in mid and smaller capitalised UK companies admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange Main Market or traded on AIM. · The Company will not invest in preference shares, loan stock or notes, convertible securities or fixed interest securities or any similar securities convertible into shares; nor will it invest in the securities of other investment trusts or in unquoted companies. Performance Analysis using Key Performance Indicators At each quarterly Board meeting, the Directors consider a number of key performance indicators ('KPIs') to assess the Group's success in achieving its objectives, including the net asset value ('NAV'), the dividend per share and the total ongoing charges. · The Group's Consolidated Statement of Comprehensive Income is set out on page 42. · A total dividend for the year to 30 April 2019 of 11.47p (2018: 9.12p) per Ordinary share has been declared to shareholders by way of three payments totalling 6.57p per Ordinary share plus a fourth interim dividend payment of 2.40p per Ordinary share and a special dividend of 2.50p per Ordinary share. · The NAV per Ordinary share at 30 April 2019 was 214.19p (2018: 249.61p). · The ongoing charges (including investment management fees and other expenses but excluding exceptional items) for the year ended 30 April 2019 were 1.95% (2018: 1.84%). Principal Risks The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its objective, business model, future performance, solvency or liquidity. The Board regularly considers the principal risks facing the Company. Mitigation of these risks is sought and achieved in a number of ways as set out below: Market risk The Company is exposed to UK market risk due to fluctuations in the market prices of its investments. The Investment Manager actively monitors economic performance of investee companies and reports regularly to the Board on a formal and informal basis. The Board formally meets with the Investment Manager on a quarterly basis when the portfolio transactions and performance are discussed and reviewed. The Company is substantially dependent on the services of the Investment Manager's investment team for the implementation of its investment policy.The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to time. Whilst during positive stock market movements the portfolio may forego potential gains, during negative market movements this may provide protection. Discount volatility The Board recognises that, as a closed ended company, it is in the long-term interests of shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is performance. The Board, with its advisers, monitors the Company's discount levels and shares may be bought back should it be thought appropriate to do so by the Board. Regulatory risks A breach of Companies Act provisions and Financial Conduct Authority ('FCA') rules may result in the Group's companies being liable to fines or the suspension of either of the Group companies from listing and from trading on the London Stock Exchange. The Board, with its advisers, monitors the Group and SDVP's regulatory obligations both on an ongoing basis and at quarterly Board meetings. Financial risk The financial position of the Group is reviewed in detail at each Board meeting and monitored by the Audit Committee. New developments in accounting standards and industry-related issues are actively reported to and monitored by the Board and its advisers, ensuring that appropriate accounting policies are adhered to. A more detailed explanation of the financial risks facing the Group is given in note 23 to the financial statements on pages 60 to 65. Gearing The Company's shares are geared by the Zero Dividend Preference shares and should be regarded as carrying above average risk, since a positive NAV for the Company's shareholders will be dependent upon the Company's assets being sufficient to meet those prior final entitlements of the holders of Zero Dividend Preference shares. As a consequence of the gearing, a decline in the value of the Company's investment portfolio will result in a greater percentage decline in the NAV of the Ordinary shares and vice versa. Viability Statement The Board reviews the performance and progress of the Company over various time periods and uses these assessments, regular investment performance updates from the Investment Manager and a continuing programme of monitoring risk, to assess the future viability of the Company. The Directors consider that a period of three years is the most appropriate time horizon to consider the Company's viability and, after careful analysis, the Directors believe that the Company is viable over a three-year period. The following facts support the Directors' view: · The Company has a liquid investment portfolio invested predominantly in
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