Lse Asl 2007
Lse Asl 2007
Lse Asl 2007
CONTENTS
Financial Highlights 1
Ten Year Investment Record 2
Company Summary 3
Chairman’s Statement 4
Directors and Corporate Information 7
Aberforth Partners LLP – Information 8
Managers’ Report 9
Portfolio Information 14
Thirty Largest Investments 16
List of Investments 17
Long-Term Record 20
Directors’ Report 22
Corporate Governance Report 28
Directors’ Remuneration Report 32
Directors’ Responsibility Statement 34
Independent Auditors’ Report 34
Income Statement 36
Reconciliation of Movements in Shareholders’ Funds 37
Balance Sheet 38
Cash Flow Statement 39
Notes to the Accounts 40
Shareholder Information 50
Notice of the Annual General Meeting 52
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you
should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent ¢nancial adviser
authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your ordinary shares in Aberforth Smaller Companies Trust plc, please forward this
document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other
agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee.
FINANCIAL HIGHLIGHTS
Year to 31 December 2007
As at As at
31 December 31 December
2007 2006 % Change
Shareholders’ Funds £735.0m £833.3m –11.8
Market Capitalisation £580.0m £714.4m –18.8
Ordinary Share net asset value 743.87p 843.37p –11.8
Ordinary Share price 587.0p 723.0p –18.8
Ordinary Share discount 21.1% 14.3% n/a
Revenue per Ordinary Share 18.38p 16.40p +12.1
Dividends per Ordinary Share 15.20p 13.40p +13.4
Total expense ratio 0.86% 0.97% n/a
Portfolio turnover 36.4% 34.3% n/a
As at As at
31 December 31 December
2007 2006
Total return per Ordinary Share
Revenue 18.38p 16.40p
Capital (104.03p) 159.81p
Total (85.65p) 176.21p
Absolute Performance
(figures are total returns and have been rebased to 100 at 31 December 2006)
1
TEN YEAR INVESTMENT RECORD
2
COMPANY SUMMARY
INTRODUCTION
Aberforth Smaller Companies Trust plc (ASCoT) is an Investment Trust whose shares are traded on
the London Stock Exchange. As at 31 December 2007, it is the largest trust, based on net assets, within its
sub sector of UK Smaller Company Investment Trusts.
OBJECTIVE
The objective of ASCoT is to achieve a net asset value total return (with dividends reinvested)
greater than on the Hoare Govett Smaller Companies Index (Excluding Investment Companies) over the
long term.
The Company’s performance is measured against the total return of the Hoare Govett Smaller Companies
Index (Excluding Investment Companies).
Further details regarding the benchmark, investment policy and approach can be found in the Business
Review contained in the Directors’ Report on pages 22 to 27.
MANAGEMENT FIRM
Aberforth Partners LLP are contracted as the investment managers and secretaries to the Company. Both
of these contracts can be terminated by either party at any time by giving six months’ notice of
termination. Further information can be found on page 23. Aberforth Partners LLP manage £1.9 billion
invested in small UK quoted companies. Further information on the firm is set out on page 8.
SHARE CAPITAL
At 31 December 2007 the Company’s authorised share capital consisted of 333,299,254 Ordinary Shares
of 1p of which 98,809,788 were issued and fully paid. There were no changes during the year.
WIND-UP DATE
The Company has no fixed duration. However, in accordance with the Articles of Association, an
ordinary resolution will be proposed at the 2008 Annual General Meeting (and at every third subsequent
Annual General Meeting) that the Company continues to manage its affairs as an investment trust. Further
details are set out on page 23.
ISA STATUS
The Company’s Ordinary Shares are eligible for inclusion in the ‘‘Stocks and Shares’’ component of an
Individual Savings Account.
PEP STATUS
The Company’s Ordinary Shares qualify for investment in a Personal Equity Plan and the Company
intends to maintain this qualification.
AIC
The Company is a member of The Association of Investment Companies (AIC).
3
CHAIRMAN’S STATEMENT
GEARING
ASCoT’s policy has always been to remain as near to fully invested as possible. While our caution did not
and will not alter that policy, this caution has, at least, prevented us from any material gearing of ASCoT
in the recent past. ASCoT’s gearing position is reviewed regularly by your Board and Managers and a
borrowing facility remains available to ASCoT.
DIVIDENDS
Following a review of ASCoT’s dividend payment policy, your Board concluded that the payment of a
second interim dividend, in lieu of a final dividend, enables the dividend to be paid to Shareholders
earlier than in previous years. Therefore, your Board is pleased to declare a second interim dividend of
10.5p per share, which produces total dividends for the year of 15.2p per share representing an increase
of 13.4% on the total for the previous year.
This is a larger increase than your Board would have declared in the absence of the positive outcome to
the VAT legal challenge (described in more detail later in my Statement) and therefore defers, for an
excellent reason, the rebalancing of the relative weight of the first and second interim dividends alluded
to in my Interim Statement.
The second interim dividend of 10.5p per share will be paid on 21 February 2008 to Shareholders on the
register at the close of business on 1 February 2008. The last date for submission of Forms of Election for
those Shareholders wishing to participate in ASCoT’s Dividend Reinvestment Plan (DRiP) is 31 January
2008. Details of the DRiP are available from Aberforth Partners LLP on request or from their website,
www.aberforth.co.uk.
The underlying growth in dividends from ASCoT’s portfolio has been good. However, the year’s earnings
have been enhanced by approximately 1.89p per share as a result of the VAT situation mentioned above
and more fully explained below. This comprised 1.44p per share in respect of past years’ expected
repayment of VAT and 0.45p per share in respect of 2007 (a combination of VAT paid in 2007 being
recoverable and some management fees not incurring VAT in the year). Future years’ earnings will be
higher than would otherwise have been the case as VAT is no longer charged on ASCoT’s management
fee.
4
CHAIRMAN’S STATEMENT
2001 subject to the appropriate refund of VAT by HMRC to Aberforth Partners LLP. In this regard,
ASCoT’s net assets include £4.7m (4.75p per share), being the estimated repayment of all VAT paid on
investment management fees since 1 January 2001 including VAT previously offset by your Managers.
Certain VAT paid in relation to earlier periods may also be recoverable pending the outcome of further
legal appeals although the relevant amounts have not been recognised at this stage.
CONTINUATION VOTE
ASCoT has no fixed duration. However, in accordance with its Articles of Association, an ordinary
resolution will be proposed at the forthcoming Annual General Meeting (and at every third subsequent
Annual General Meeting) that ASCoT continues. If this resolution is not passed, your Board will prepare
and submit proposals to reconstruct ASCoT appropriately. If these proposals are not approved,
Shareholders will have the opportunity of passing an ordinary resolution requiring ASCoT to be wound
up. Such Continuation Votes have been held in 1996, 1999, 2002 and 2005, and all have been passed
by overwhelming majorities.
The table on page 20 of these Report and Accounts sets out in detail the performance of ASCoT in each
of its 17 years existence. ASCoT’s long term record is outstanding having produced since inception in
1990 a compound annual total return in net asset value of 16.0%, compared with the 11.7% produced
by the Hoare Govett Smaller Companies Index (Excluding Investment Companies). However, since the
last Continuation Vote three years ago, ASCoT’s net asset value has generated a compound annual total
return of 12.2%, compared with 14.5% generated by ASCoT’s investment benchmark. This
underperformance has been made worse for Shareholders because the discount at which ASCoT’s
shares have traded relative to its net asset value has widened.
Your Board recommends that Shareholders vote in favour of ASCoT’s continuation and your Directors
intend to do so in respect of their beneficial holdings. In doing so, your Board is mindful of the facts that
small companies have recently performed poorly compared with large companies and that your
Managers’ ‘‘value’’ investment style has been out of favour. The consistent application of this ‘‘value’’
investment style by your Managers, the seven partners of Aberforth Partners LLP (five of whom are the
founding partners), has served your Company very well over the longer term but no single investment
style performs well in all economic and stockmarket conditions. It is clear that the investment styles of
‘‘growth’’ and ‘‘momentum’’ have performed better than ‘‘value’’ over these last three years, and
especially so recently. Your Board therefore concludes that ASCoT’s underperformance is more to do
with investment style rather than any other factors. Some Shareholders may recall that ASCoT
underperformed in 1997, 1998, and 1999 as investors increasingly shunned ‘‘value’’ investments into the
turn of the Millennium. In each of the following three years ASCoT produced excellent relative returns so
history shows that no style or set of conditions lasts indefinitely. It matters more to remain consistent so
that when the environment changes, as it surely will, the greatest possible investment performance may
be obtained. Your Board believes your Managers will provide that in due course.
5
CHAIRMAN’S STATEMENT
investment trusts has suggested that, even over the periods mentioned, ASCoT’s discount has typically
been amongst the narrowest of its peer group and that many of these peers who have bought shares in
have nevertheless experienced wide discounts and in most cases wider than ASCoT’s. Merely buying in
shares therefore has not resulted in sustaining low discounts in what has clearly been an ‘‘out of favour’’
investment trust sub sector. Given this, your Board has been reluctant, so far, to buy back Ordinary
Shares under current market conditions. Suffice to say, however, that your Board stands ready to use
ASCoT’s buy back authority if and when it believes that a sustained and positive effect on the discount
would result.
6
DIRECTORS AND CORPORATE INFORMATION
DIRECTORS
D R Shaw, (59) CA (Chairman, appointed as a director on 14 October 1994)
David Shaw is Chairman and was previously Chief Executive of Bridgepoint Capital Limited (formerly known as
NatWest Equity Partners) since 1989. During this period and currently he also sits on the Board of a number of
unlisted companies in which clients managed by Bridgepoint Capital Limited are major investors.
H N Buchan, (63) (appointed 11 November 2003 and is a Member of the Audit and Management
Engagement Committee)
Hamish Buchan is a consultant in the financial sector and is a Director of Personal Assets Trust plc, Standard Life
European Private Equity Trust plc, The Scottish Investment Trust plc and is Chairman of JPMorgan American
Investment Trust plc. He is also a Director, and previously Chairman, of The Association of Investment Companies.
In August 2000, he became a Director of Aberforth Split Level Trust plc which was placed into members’ voluntary
liquidation on 10 November 2003 under a scheme of reconstruction. From 1969 until his retirement in 2000 he was
an investment trust analyst with Wood Mackenzie & Co and its successor firms.
M L A Chiappelli, (63) CA (appointed 17 July 2001 and is Chairman of the Audit and Management
Engagement Committee)
Marco Chiappelli joined the regional newspaper company, Johnston Press plc, in 1974 as Company Secretary and
was Finance Director from 1980 until his retiral in July 2001. Before joining Johnston Press he was an Audit Manager
with Alexander Sloan & Co. He is currently Chairman of the Board of Governors of St Margaret’s School, Edinburgh,
Limited and is a former Chairman of the Group of Scottish Finance Directors and previously a Director of Scottish Radio
Holdings plc. He also sits on the Board of a number of private companies.
J E G Cran, (56) ACMA (appointed 17 July 2001 and is a Member of the Audit and Management
Engagement Committee)
Edward Cran was Chief Executive of Cattles plc, a company involved in the consumer credit business, until his retiral
in May 2001. He joined the Board of Cattles plc in 1990 prior to which he held various senior positions in the
credit industry.
Professor P R Marsh, (60) (appointed 16 July 2004)
Paul Marsh is Emeritus Professor of Finance at London Business School. Within London Business School, Paul has
been Deputy Principal, Faculty Dean, Chair of the Finance area, Associate Dean Finance Programmes and an
elected Governor. Paul has advised on several public enquiries, and was previously a Director of Majedie
Investments plc (until 2006) and M&G Group (until 1999). Paul co-designed the FTSE 100 Index and the Hoare
Govett Smaller Companies Index, produced for ABN AMRO at London Business School.
Professor W S Nimmo, (60) (appointed 16 July 2004)
Walter Nimmo was previously Chief Executive and Chairman of the Inveresk Research Group until 2004. He
founded Inveresk Clinical Research in 1988. Currently he sits on the Board of a number of private companies.
CORPORATE INFORMATION
INVESTMENT MANAGERS AND BANKERS
SECRETARIES Bank of Scotland
Aberforth Partners LLP 38 St Andrew Square
14 Melville Street Edinburgh EH2 2YR
Edinburgh EH3 7NS
Tel: 0131 220 0733 CUSTODIAN
Email: enquiries@aberforth.co.uk The Northern Trust Company
Website: www.aberforth.co.uk 50 Bank Street
Canary Wharf
REGISTERED OFFICE AND COMPANY NUMBER London E14 5NT
14 Melville Street
Edinburgh EH3 7NS AUDITORS
Registered in Scotland No. 126524 Ernst & Young LLP
Ten George Street
REGISTRARS Edinburgh EH2 2DZ
Capita Registrars
Northern House SOLICITORS AND
Woodsome Park SPONSORS
Fenay Bridge Dickson Minto W.S.
Huddersfield HD8 0LA 16 Charlotte Square
Tel: 0870 162 3131 Edinburgh EH2 4DF
Website: www.capitaregistrars.com
7
ABERFORTH PARTNERS LLP – INFORMATION
Aberforth Partners LLP (the ‘‘firm’’) act as Managers and Secretaries to the Company. The predecessor business,
Aberforth Partners, was established in 1990 to provide institutional and wholesale investors with a high level of
resources focused exclusively on small UK quoted companies. Since then funds under management have grown to
£1.9 billion (as at 31 December 2007). The firm is wholly owned by seven partners – five founding partners and two
additional partners, all of whom are investment managers. The seven investment managers work as a team managing
the Company’s portfolio on a collegiate basis. The founding partners have been managing the portfolio since the
Company’s inception in December 1990. The partners each have a personal investment in the Company. The
biographical details of the investment managers are as follows:
Andrew P Bamford (41) BCom (Hons), CA – Andy joined Aberforth Partners in April 2001, became a partner in May
2004, and is responsible for investment research and stock selection in the following areas – Technology Hardware
& Equipment; Travel & Leisure; Health Care Equipment & Services; Food Producers; and Industrial Transportation.
Previously he was with Edinburgh Fund Managers for 7 years, latterly as Deputy Head of UK Small Companies, with
specific responsibility for institutional clients. Prior to joining Edinburgh Fund Managers he was a senior investment
analyst with General Accident for 2 years supporting the head of UK Smaller Companies. Before joining General
Accident, he was a Chartered Accountant with Price Waterhouse.
John M Evans (50) MA (Hons) – John was a founding partner in May 1990 and is responsible for investment research
and stock selection in the following areas – Automobiles & Parts; Chemicals; Construction & Materials; Household
Goods; Leisure Goods; Personal Goods; Fixed Line Telecom; Electricity; Gas, Water & Multiutilities; and Mining.
Previously he was with Ivory & Sime for 11 years where he was latterly responsible for the management of portfolios
whose objectives were income and capital growth from UK equities.
Euan R Macdonald (37) BA (Hons) – Euan joined Aberforth Partners in May 2001, became a partner in May 2004,
and is responsible for investment research and stock selection in the following areas – Industrial Engineering and
Software & Computer Services. Previously he was with Baillie Gifford for 10 years where he managed portfolios
invested in small companies both in Continental Europe and in the UK.
Richard M J Newbery (48) BA (Hons) – Richard was a founding partner in May 1990 and is responsible for
investment research and stock selection in the following areas – Electronic & Electrical Equipment; Beverages; Food
& Drug Retailers; and General Retailers. Previously he was with Ivory & Sime for 9 years where he managed
international portfolios for a range of clients including those with a small company specialisation.
David T M Ross (58) FCCA – David was a founding partner in May 1990 and is responsible for investment research
and stock selection in the following areas – Nonlife Insurance; Life Assurance; Real Estate; and General Financial.
Previously he was with Ivory & Sime for 22 years, the last two of which were as Managing Director. He was a
Director of US Smaller Companies Investment Trust plc and served as a member of the Executive Committee of the
Association of Investment Companies.
David Warnock (50) BCom (Hons), CDipAF – David was a founding partner in May 1990 and is responsible for
investment research and stock selection in the following areas – General Industrials and Support Services. Previously
he was with Ivory & Sime for 4 years and had responsibility for the management of investment trusts whose
objectives were capital and income growth from equities on a global basis. Prior to joining Ivory & Sime, he was with
3i for 7 years in both Scotland and the USA.
Alistair J Whyte (44) – Alistair was a founding partner in May 1990 and is responsible for investment research and
stock selection in the following areas – Aerospace & Defence; Media; Oil & Gas Producers; Oil Equipment &
Services; and Pharmaceuticals & Biotechnology. Previously he was with Ivory & Sime for 11 years where latterly he
managed portfolios in Asia. Prior to that he managed portfolios with the objective of capital growth from smaller
companies in the UK and internationally.
Further information on Aberforth Partners LLP and its clients is available on its website – www.aberforth.co.uk
8
MANAGERS’ REPORT
PERFORMANCE
Following very good gains in each of the previous four years, small UK quoted companies decreased in
value in 2007: the total return of ASCoT’s investment benchmark, the Hoare Govett Smaller Companies
Index (Excluding Investment Companies) (HGSC (XIC)), was –8.3%. Large companies proved more resilient,
with the FTSE All-Share Index achieving a rise of 5.3%. ASCoT’s net asset value total return of –10.4% was
below that of its benchmark. The reasons for this under-performance are set out in the ‘Investment
Performance’ section below.
The 13.6 percentage point gap between the performance of large and small companies makes 2007 the
worst relative year for ASCoT’s asset class since 1998. In common with that year, 2007 witnessed
remarkable turmoil in the financial markets. Back then, financial crises in emerging markets culminated in
the failure of LTCM, the hedge-fund. Within the last 12 months, we have witnessed credit and liquidity
crunches that have taken place not on the periphery of the financial system but at the heart of the Western
economies. While small UK quoted companies have considerably less direct exposure than the
bank-dominated large caps to fall-out from the sub-prime fiasco, their share prices have certainly been
affected by a rising tide of risk aversion.
INVESTMENT BACKGROUND
The credit crunch of 2007 cannot be dismissed as solely a phenomenon of the financial markets. Its roots
are tangled in the travails of the US housing market, which for several years had been buoyed by cheap
money and the loose lending standards of sub-prime mortgages. Indications of strain were evident at this
time last year, when housing construction activity had already started to slow markedly. However, it was
only in 2007 that losses from sub-prime lending started to be felt in the credit markets.
The impact of these losses was exacerbated both by the layers of leverage inherent in the system and by a
break-down in trust along the chain of financial institutions involved in the dissemination of sub-prime risks.
Trends such as securitisation meant that credit risks were not confined to the balance sheets of banks,
though this is certainly not to say that the banks escaped unscathed. Aggravating the problem was the
proliferation of derivative structures – such as collateralised debt obligations and structured investment
vehicles – that were designed to spread risk but that have ultimately complicated the identification of where
liability really does lie. Adding more uncertainty is the phasing of disclosure by the holders of the various
debt instruments: the process of marking their prices to a prevailing market rate has been tortuously slow,
owing partly to the difficulty of establishing a market price in the absence of willing buyers.
This uncertainty meant that pain was not confined to the riskiest tranches of sub-prime risk. The consequent
contagion ensured that prices fell and yields moved up across the spectrum of mortgage related credit risk.
Indeed, spreads expanded in other classes of debt, with the corporate bond and leveraged loan market also
affected. Compounding the Autumn’s de facto monetary tightening was a breakdown in trust between the
banks themselves, evident in a sharp rise in interbank rates (LIBOR), which also form the basis for much
corporate lending.
With much of the US economy – specifically the consumer and corporate sectors – facing a higher
market-imposed cost of borrowing, there has been a clear risk that the turmoil in the financial markets spills
back into the real economy. This potential reflexivity was evident in movements in government bond yields:
10 year US treasury yields dropped from 5% at the end of June to end the year at 4%, as expectations for
real economic growth were revised downwards and the appetite for low risk assets rose. The means of
transmission from the financial sphere back into the real economy would appear to be the housing market,
which had itself been inflated by the dubious lending practices that fostered the sub-prime bubble. The
Case-Shiller national index shows US house prices to have fallen by 4.5% year on year in the third quarter.
Statistics abound to suggest that the US housing market has not experienced such tough conditions for
20 years. With consumer confidence thus challenged, there has been speculation about a US recession
some time in 2008.
9
MANAGERS’ REPORT
On the other hand inflation has not proved sufficiently alarming to get in the way of 100 basis points of cuts
in interest rates. The US economy also has dollar weakness working in its favour. The dollar slid by a further
10% against the euro in 2007 to bring its effective devaluation since late 2000 to 43%. This movement
represents a substantial boost to the competitiveness of US businesses, which has now started to be reflected
in a declining current account deficit as exports grow. And, to the extent that a weaker consumer sector in
2008 puts pressure on imports, the current account may see further ‘improvement’. Thus, one of the pieces
would appear to be in place for a rebalancing of the global economy, which has been so reliant on the US
as the ‘consumer of last resort’ in recent years.
But this solution to the global imbalances puts pressure on other economies, in particular the Euro-block,
which has had to shoulder further euro strength. The UK sits somewhere in the middle, with a further
appreciation against the dollar in 2007 offset by a fall of 9% against the euro. The UK shares several of the
challenges that are presently confronting the US economy, but lacks, as yet, the stimulus of a meaningful
devaluation. The British banking sector has seen its balance sheets weakened by US sub-prime losses and
has also had perhaps the highest profile casualty of the credit market turmoil in Northern Rock. While
Northern Rock had limited exposure to sub-prime debt, its reliance on wholesale funding rendered it
vulnerable to the credit crunch, as the credit contagion reduced the availability of funding and pushed up its
cost. As one of the more aggressive mortgage lenders in recent years, Northern Rock may also serve to
highlight the vulnerability of the UK economy to the housing market.
According to the HBOS survey, UK house prices declined for three consecutive months from September to
November, to bring the annual rate of growth down from 11% mid year to 5% in December. The
vulnerability to further falls is brought out by the historical context: over the last 10 years, UK house prices
have risen by a cumulative 189% against 116% in the US. Additional pressure is likely to be forthcoming in
2008, with mortgage applications down sharply and many fixed rate mortgages due to reset closer to market
rates. Talk therefore abounds of a slowdown similar to that of the early 1990s.
The Bank of England has responded with a 25 basis point cut in base rates, but at 5.5% rates are still
50 basis points higher than at the start of 2007. The scope to act has been constrained by inflationary
pressures. While the rate of increase in the CPI has fallen back from the April levels that prompted a letter
from Mervyn King to the Chancellor, it ended the year on the wrong side of the target 2% rate. Oil, whose
price rose by 50% over the year, has been joined by food price rises as an underlying inflationary threat.
Nevertheless, the futures market, which in the mid year had been discounting interest rates of over 6.25%
by June 2008, is looking for a cut of at least 25 basis points. This may, however, prove inadequate to offset
mounting pressures on the economy. Moreover, transmission of monetary stimulus to the consumer and
corporate sectors might be inhibited by the banks’ imperative to rebuild their balance sheets. So, as things
stand today, a repetition of 2005’s solitary and quickly reversed cut in interest rates looks unlikely. Rather a
series of cuts seems more probable, though with the precise phasing influenced by the path of inflation.
INVESTMENT PERFORMANCE
Given the stresses in the credit markets and the impact on banks’ balance sheets of sub-prime losses, it is
perhaps surprising that the FTSE All-Share, with its 15% weighting in the Bank sector, should have
out-performed the HGSC (XIC), which had no exposure to that sector. However, offsetting this, large
companies boast relatively big weightings in Oil & Gas Producers, which proved resilient in 2007, and
Mining, which was spectacular as momentum built on the back of takeover speculation and Far Eastern
demand for commodities. These two sectors account for 27% of the FTSE All-Share against 4% of the HGSC
(XIC).
In rationalising the weakness of the HGSC (XIC), divergent sector weightings can therefore prove helpful.
The other important influence must be the classic perception of smaller companies as higher risk than their
larger peers, even though the experience of Northern Rock might reasonably be thought to undermine this
10
MANAGERS’ REPORT
argument. Nevertheless, events of 1998 suggest that small companies tend to perform relatively poorly in
times of financial stress and heightened uncertainty: over the four months to the end of September 1998, the
HGSC (XIC) fell by 26.5% but the FTSE All-Share was down by 15.5%.
Your Managers would usually expect ASCoT to fare relatively well in such circumstances of absolute
declines in its benchmark index. However, while ASCoT started the year well and was ahead of the HGSC
(XIC) at the interim stage, the second half proved more challenging. The following paragraphs explain
ASCoT’s 2.1 percentage point under-performance over 2007.
. Size can be an important issue even within the confines of the HGSC (XIC). It was a negative influence
in 2007 for ASCoT. With a total return of 65%, the strongest part of the UK stockmarket since the end
of 2004 has been the FTSE 250. The corresponding figures for the FTSE All-Share and the FTSE
SmallCap are 50% and 20%. The HGSC (XIC), which includes all of the FTSE SmallCap and
141 members of the FTSE 250, has thus seen a valuation gap open up between its mid cap and its
small cap constituents. For your Managers, with their value investment philosophy, this disparity
represented an opportunity to recycle capital from the relatively expensive mid caps in the HGSC
(XIC) to its smaller denizens: at the end of the year, mid caps represented 38% of ASCoT’s portfolio
against 67% of the HGSC (XIC). However, given the continued strong performance of the FTSE 250,
this positioning has so far proved inappropriate and hindered relative returns in 2007. Stripping out
this size effect offers some reassurance about underlying stock picking. Analysis of last year’s
performance shows that ASCoT’s mid cap holdings out-performed the mid cap component of the
benchmark and that the small cap holdings out-performed the small cap component.
. Consistent adherence to the value investment discipline has served ASCoT and its shareholders well
over the long term. However, the stockmarket’s appetite for value waxes and wanes. Indeed, analysis
conducted by Citigroup on its universe of small and mid cap companies suggests that 2007 witnessed
a return to favour of growth stocks. This may be rationalised by rising expectations of tougher trading
conditions in 2008: whereas the buoyant economy of recent years has benefited all companies,
growth may be in shorter supply going forward and it can be argued that genuine growth should merit
a re-rating. Your Managers would certainly not disagree with the notion of paying up for sustainable
growth. However, consistent with their commitment to value investing, they believe that few growth
companies actually live up to the expectations implicit in their often heady valuations and are as a
consequence reluctant to expose ASCoT’s portfolio to such situations.
11
MANAGERS’ REPORT
. The table above analyses ASCoT’s relative performance in total return terms. At the portfolio level,
ASCoT was behind its benchmark by 179 basis points. Within this, sector selection was positive
(i.e. either a higher exposure than the benchmark’s to those sectors that performed well or a lower
exposure to those that performed poorly). The main feature of sector selection was the portfolio’s
positioning in Real Estate, which was 5.3 percentage points lower than that of the benchmark at the
start of the year. This proved advantageous since Real Estate fell by 43% over 2007. This was in
marked contrast to 2006, when excitement about REITs legislation in the UK and cheap debt
combined to push valuations of quoted property companies to extravagant and unsustainable levels.
Thus, while your Managers’ fundamental concerns about Real Estate were unhelpful in 2006, they
have been fully vindicated in 2007 – timing the stockmarket’s mood swings is not easy.
. Out-weighing the positive impact from sector selection was a weak contribution from stock selection
(i.e. the effect of the relative performance of the portfolio’s investments in a sector against that sector’s
benchmark return). At work here were two issues. The first concerns stocks that your Managers chose
to own. Within a portfolio of 100 stocks over any twelve month period, there will inevitably be several
stocks that encounter trading difficulties and as a consequence experience share price falls. Last year
was no exception. Two of the larger impacts came from companies that felt the indirect effects of the
credit crunch. Weaker than expected profits took these companies into breach of their banking
covenants. A year earlier, the banks and therefore the stockmarket may have been more forgiving but,
given the pressure on the banks’ own balance sheets, a more severe reaction was experienced.
However, the portfolio as a whole retains the bias, noted in the interim report, to companies with
strong balance sheets, positioning that your Managers believe will prove assistive in the coming year.
The second issue affecting stock selection were the stocks that were not held. Last year the HGSC
(XIC) was buoyed by strong performances from an unusually narrow band of stocks. The twenty
companies that made the largest positive contributions to the benchmark’s performance enjoyed a
remarkable average total return of 60%. Without these companies, the HGSC (XIC) would have been
down by 14% rather than the actual 8.3%. However, only five of these companies had valuations that
were consistent with your Managers’ value investment style. The rest were companies that in many
cases had strong underlying businesses but whose share prices had, in general, acquired a momentum
of their own. Indeed, of the five companies held, two were sold during the year as they were re-rated
to levels that your Managers considered unsustainable.
. Despite the travails of the credit market, de-equitisation, a term that describes the trend of recent years
to replace equity financing with debt financing, remained a feature of the UK stockmarket in 2007.
Within the large company world, de-equitisation had been dominated by the share buy-backs of
giants such as BP, but in 2007 large companies also experienced an increase in M&A activity. Most
notably, private equity felt sufficiently confident to acquire Alliance Boots, although the transaction
was completed before the Autumn’s deterioration in the credit markets. However, given the sclerosis
in the debt markets, this deal probably marked the high-point of private equity’s ambition at least for
the time being. That said, deals within the small cap universe should be more digestible by private
equity. Trade buyers, with the promise of synergies to offset higher borrowing costs, remained active
through the year. In total, 38 companies within the HGSC (XIC) were acquired in 2007, down from 52
in the previous year, but this should be viewed in the context of a considerably more uncertain period
for financial markets. ASCoT itself benefited from the completion of five deals within its portfolio. On
top of these, three other holdings at the end of the year had received bids and a further holding had
been sold after the announcement but before the completion of the bid process. Your Managers take
comfort from the continuing levels of corporate activity – over the years corporate transactions have
proved a fruitful means of value realisation for ASCoT’s portfolio, especially when the stockmarket’s
appetite for small companies wanes.
12
MANAGERS’ REPORT
Last year was again good for dividends, a somewhat less exciting form of de-equitisation, though
nevertheless important for equity returns over the longer term. Of ASCoT’s 100 holdings at the year
end, it was the policy of 21 not to pay a dividend, while another six had only started paying a
dividend in 2007, rendering year on year comparisons meaningless. Of the remaining 73, three cut
their dividends, a further eight held them unchanged and 62 reported increases. The median company
within the 73 raised its dividend payment by 10%. This rate of growth is considerably ahead of that
achieved by UK equities over the longer term and hints at the confidence with which management
teams view their business prospects in 2008, notwithstanding the likelihood of greater macro
economic challenges. It should be noted that the median figure does not necessarily reflect ASCoT’s
actual receipts, since the portfolio is actively managed and a specific rate of dividend growth is not
targeted.
INVESTMENT OUTLOOK
Investors in small UK quoted companies are confronted by a conundrum. Company results reported in 2007
were in general good and management teams – to judge by their outlook statements, their purchases of shares
and dividend increases – tend towards optimism about the year ahead. On the other hand, the unresolved
turmoil of the credit markets combines with deteriorating fundamentals in the wider economy to cast doubt
on this rosy outcome. Given the pressures on the housing market, a so far minor currency stimulus compared
with that of the US, and the relatively recent monetary response by the Bank of England that will take some
months to filter through to the economy, it would seem prudent to anticipate a slowdown. This, though, need
not mean outright recession, with a period of subnormal economic growth perhaps more likely. Such a
scenario would clearly pose difficulties for the many retailers and building companies within the HGSC (XIC)
that are reliant on the fortunes of the domestic economy. Large companies, however, face their own
challenges, with tremendous uncertainty still hanging over the banking sector.
On the basis of historic PE ratios, small companies have moved to a 3% discount to their larger peers,
having begun the year at a 29% premium. Adjustment for the divergent sector exposures noted earlier
would imply a larger discount. An element of this erosion was due to the under-performance of small
companies. However, also at work was a superior rate of earnings growth from small companies, one of the
core attractions of the asset class. They are presently expected to generate a superior rate of growth again in
2008. This is plausible, though the outcome will inevitably be influenced by the fortunes of the banks.
The table above shows that, on the basis of historic PE ratios, ASCoT’s portfolio was valued on a premium to
the benchmark at the year end. This is not without precedent, having occurred at four previous year ends
over ASCoT’s lifetime. At work is your Managers’ caution about a probable deterioration in trading
conditions during 2008. This affects the aggregate PE of the portfolio in two ways. First, the portfolio has
been biased towards companies with strong balance sheets, often with net cash: 38 of the 100 companies in
the portfolio at the year end had net cash on their balance sheets. Given the comparatively low return
available from cash, this strategy inflates the stated average PE ratio of the portfolio. Second, your Managers
have chosen to avoid businesses in several sectors whose profitability is particularly exposed to the
economic cycle. The stockmarket tends to value such companies on low multiples of historic earnings, in
anticipation of a drop in future earnings.
13
MANAGERS’ REPORT
The price falls experienced by the asset class in the final quarter of 2007 were frequently severe and
indiscriminate. They left many benchmark constituents, particularly towards the smaller end of the
spectrum, on extremely low valuations that have not been evident for some years. It would thus seem that, if
we are experiencing a cyclical de-rating of small companies, a significant portion of that process may
already have taken place for a large number of companies within the benchmark. While some of these
companies will inevitably feel the effects of a more difficult economic environment, should it indeed be
forthcoming, your Managers consider that, consistent with previous cycles, some represent excellent
opportunities. Indeed, your Managers are optimistic that these opportunities will provide the basis for a
recovery in ASCoT’s relative performance as and when the stockmarket’s flirtation with growth and
momentum ends. As always, the precise timing is difficult to call, but in the meantime the task is to ensure
that ASCoT’s resources are appropriately directed to those companies about which your Managers, through
their value investment disciplines, have conviction.
PORTFOLIO INFORMATION
Total for the year 311,971 Total for the year 300,737
The summary of material portfolio changes shows the 20 largest aggregate purchases and sales including transaction
costs. Portfolio turnover for the year was 36.4% (2006: 34.3%)
+ Indicates a company which is a new holding.
/ Indicates a company which has been disposed of completely.
O
14
PORTFOLIO INFORMATION – continued
15
THIRTY LARGEST INVESTMENTS
As at 31 December 2007
Valuation as at % of
31 December Total
2007 Net
No. Company £’000 Assets Business Activity
1 Greggs 24,139 3.3 Retailer of sandwiches, savouries and other
bakery products
2 Shanks Group 17,032 2.3 Waste management
3 MITIE Group 16,859 2.3 Facilities, engineering and property services
4 Interserve 16,251 2.2 Facilities, project and equipment services
5 Ultra Electronics Holdings 15,241 2.1 Defence electronics and aerospace
6 Hampson Industries 14,972 2.0 Aerospace and automotives
7 Robert Wiseman Dairies 14,863 2.0 Processing and distribution of milk
8 Thomas Cook Group 14,651 2.0 Tour operator
9 BSS Group 14,585 2.0 Distribution of plumbing supplies and tools
10 Hiscox 14,340 2.0 Insurance
Top Ten Investments 162,933 22.2
16
LIST OF INVESTMENTS
As at 31 December 2007
31 December 2007
% of % of
Total HGSC
Value Net (XIC)
Holding Security £’000 Assets Index
Oil & Gas Producers 11,389 1.6 2.3
429,541 Melrose Resources 1,226 0.2
778,800 Premier Oil 10,163 1.4
Oil Equipment, Services & Distribution 0 0.0 2.0
Chemicals 14,381 2.0 1.7
9,090,982 Delta 10,091 1.4
5,644,617 Elementis 4,290 0.6
Industrial Metals 0 0.0 0.9
Mining 0 0.0 2.0
Construction & Materials 22,440 3.0 3.3
2,089,700 Clarke (T.) 3,553 0.5
5,811,300 Galliford Try 5,840 0.8
5,535,650 Heywood Williams Group 2,491 0.3
8,870,700 Low & Bonar 10,556 1.4
Aerospace & Defence 54,471 7.4 1.4
9,721,820 Hampson Industries 14,972 2.0
1,112,500 Ultra Electronics Holdings 15,241 2.1
1,839,088 UMECO 11,531 1.6
1,845,833 VT Group 12,727 1.7
General Industrials 15,520 2.1 0.9
1,764,850 British Polythene Industries 4,465 0.6
5,239,500 RPC Group 11,055 1.5
Electronic & Electrical Equipment 46,897 6.4 4.3
3,174,600 Abacus Group 1,968 0.3
2,542,415 Dialight 3,210 0.4
3,948,200 Domino Printing Sciences 11,637 1.6
4,090,650 e2v technologies 10,370 1.4
1,130,300 Oxford Instruments 2,215 0.3
3,153,734 Raymarine 8,823 1.2
1,285,000 Spectris 8,674 1.2
Industrial Engineering 46,669 6.4 4.3
2,874,652 Castings 8,567 1.2
2,766,552 Foseco 7,829 1.1
2,160,400 Renold 1,966 0.3
10,512,267 Senior 12,273 1.7
1,187,942 Spirax-Sarco Engineering 10,430 1.4
957,900 The Vitec Group 5,604 0.7
Industrial Transportation 10,677 1.4 3.1
2,885,600 Wincanton 10,677 1.4
Support Services 83,163 11.3 12.6
2,158,300 4imprint Group 4,425 0.6
1,874,050 Acal 2,849 0.4
3,761,500 BSS Group 14,585 2.0
10,995,900 Communisis 7,862 1.1
3,444,800 Interserve 16,251 2.2
5,962,600 MITIE Group 16,859 2.3
2,808,800 office2office 3,300 0.4
7,486,600 Shanks Group 17,032 2.3
Automobiles & Parts 0 0.0 0.1
17
LIST OF INVESTMENTS
As at 31 December 2007
31 December 2007
% of % of
Total HGSC
Value Net (XIC)
Holding Security £’000 Assets Index
Beverages 8,640 1.2 0.7
2,511,500 Britvic 8,640 1.2
Food Producers 18,557 2.5 2.5
156,900 Cranswick 1,334 0.2
629,328 New Britain Palm Oil 2,360 0.3
2,727,244 Robert Wiseman Dairies 14,863 2.0
Household Goods 11,925 1.6 2.3
1,736,073 Headlam Group 7,500 1.0
4,059,367 McBride 4,425 0.6
Leisure Goods 0 0.0 0.4
Personal Goods 0 0.0 1.6
Health Care Equipment & Services 9,024 1.2 2.5
2,601,500 Biocompatibles International 3,200 0.4
5,499,600 ClinPhone 2,640 0.4
7,580,300 Nestor Healthcare Group 2,577 0.3
316,600 Whatman 607 0.1
Pharmaceuticals & Biotechnology 22,424 3.1 2.5
2,620,300 Acambis 3,099 0.4
2,328,800 Alizyme 1,339 0.2
9,168,241 Ark Therapeutics Group 8,526 1.2
4,000,700 Asterand 210 0.0
1,831,718 Axis-Shield 4,396 0.6
12,700,000 Medical Solutions 889 0.1
6,437,973 Vectura Group 3,461 0.5
8,130,544 Vernalis 504 0.1
Food & Drug Retailers 24,139 3.3 0.4
513,592 Greggs 24,139 3.3
General Retailers 39,817 5.4 7.1
2,329,900 Blacks Leisure Group 4,217 0.6
3,628,342 Brown (N.) Group 8,590 1.2
3,228,000 Halfords Group 9,741 1.3
2,220,281 John David Group (The) 7,704 1.0
3,290,603 Lookers 3,710 0.5
2,319,700 Nord Anglia Education 4,941 0.7
982,600 ScS Upholstery 914 0.1
Media 37,115 5.1 4.6
5,114,200 Centaur Media 4,756 0.7
9,229,700 Chime Communications 3,323 0.5
13,308,500 Future 4,192 0.6
14,384,598 Huntsworth 12,874 1.7
5,754,900 Wilmington Group 11,970 1.6
Travel & Leisure 35,863 4.9 4.6
2,033,700 Holidaybreak 13,829 1.9
989,000 Luminar Group Holdings 4,253 0.6
2,416,900 Regent Inns 489 0.1
2,654,510 Sportech 2,641 0.3
5,195,300 Thomas Cook Group 14,651 2.0
18
LIST OF INVESTMENTS
As at 31 December 2007
31 December 2007
% of % of
Total HGSC
Value Net (XIC)
Holding Security £’000 Assets Index
Fixed Line Telecommunications 6,983 0.9 1.3
12,992,300 KCOM Group 6,983 0.9
Utilities 0 0.0 0.0
Banks 0 0.0 0.2
Nonlife Insurance 33,183 4.5 4.4
7,246,370 Beazley Group 11,793 1.6
9,791,772 Highway Insurance Holdings 7,050 0.9
5,027,000 Hiscox 14,340 2.0
Life Insurance 5,743 0.8 0.4
2,002,900 Hansard Global 5,743 0.8
Real Estate 18,669 2.5 7.7
2,472,500 Grainger 8,586 1.2
1,768,100 Minerva 2,347 0.3
2,232,626 Unite Group 7,736 1.0
General Financial 41,242 5.6 10.4
5,121,300 Brewin Dolphin Holdings 8,450 1.1
725,330 Charles Stanley Group 1,937 0.3
5,917,800 Collins Stewart 10,238 1.4
8,233,929 Evolution Group 9,963 1.4
2,493,500 Helphire Group 8,908 1.2
1,303,200 Paragon Group of Companies 1,746 0.2
Software & Computer Services 66,051 9.0 5.5
21,655,480 Anite 11,423 1.5
5,157,509 Dicom Group 9,000 1.2
4,396,600 Intec Telecom Systems 1,945 0.3
2,297,600 Macro 4 3,286 0.5
7,572,026 Microgen 3,407 0.5
8,153,500 Northgate Information Solutions 7,522 1.0
27,522,700 NSB Retail Systems 10,252 1.4
3,479,857 Parity 1,844 0.2
2,854,052 Phoenix IT Group 8,848 1.2
3,946,500 RM 8,524 1.2
Technology Hardware & Equipment 25,984 3.5 2.0
1,809,900 CSR 10,805 1.5
4,205,421 Filtronic 7,381 1.0
6,635,800 Trafficmaster 2,605 0.3
10,933,684 Zetex 5,193 0.7
Investments as shown in the Balance Sheet 710,966 96.7 100.0
Net Current Assets 24,055 3.3 0.0
Total Net Assets 735,021 100.0 100.0
All investments are in ordinary shares and have a full listing on the London Stock Exchange. No investments are listed
on the Alternative Investment Market (AIM).
19
LONG-TERM RECORD
Compound Cumulative
Annual Returns (%) Returns (%)
Share Share
Periods to 31 December 2007 NAV1 Index2 Price3 NAV1 Index2 Price3
2 years from 31 December 2005 6.4 8.3 –2.5 13.2 17.4 –4.9
3 years from 31 December 2004 12.2 14.5 6.0 41.4 50.0 19.0
4 years from 31 December 2003 16.1 16.0 12.6 82.0 81.0 60.9
5 years from 31 December 2002 20.1 21.0 15.1 149.5 158.8 101.8
6 years from 31 December 2001 14.5 12.1 12.7 125.4 98.6 105.2
7 years from 31 December 2000 13.5 8.1 13.4 143.1 72.7 141.7
8 years from 31 December 1999 13.8 7.2 12.2 180.9 74.8 151.8
9 years from 31 December 1998 17.3 11.8 16.9 319.8 172.9 309.2
10 years from 31 December 1997 14.7 9.9 13.4 294.2 157.2 251.0
11 years from 31 December 1996 13.8 9.8 11.9 315.1 180.9 246.0
12 years from 31 December 1995 14.5 10.6 12.6 407.5 233.5 317.0
13 years from 31 December 1994 15.1 11.0 13.3 525.3 287.3 404.6
14 years from 31 December 1993 13.8 9.9 11.7 508.9 275.3 369.4
15 years from 31 December 1992 15.9 11.8 14.3 819.1 431.4 639.9
16 years from 31 December 1991 15.1 11.4 13.6 845.2 465.4 665.1
17 years from 31 December 1990 16.0 11.8 14.4 1,148.5 569.0 890.4
17.1 years from inception
on 10 December 1990 16.0 11.7 14.3 1,152.5 563.3 870.6
1
Represents Net Asset Value (Fully Diluted Net Asset Value prior to 1 April 2003) with net dividends reinvested since 2 July 1997, prior to which
gross dividends were reinvested.
2
Represents capital appreciation/(depreciation) on the Hoare Govett Smaller Companies Index (Excluding Investment Companies) with net
dividends reinvested (prior to 1 January 1997 in its ‘‘Extended’’ version and prior to 2 July 1997 with gross dividends reinvested).
3
Represents Ordinary Share price with net dividends reinvested since 2 July 1997, prior to which gross dividends were reinvested.
20
LONG-TERM RECORD
21
DIRECTORS’ REPORT
The Directors have pleasure in submitting the Annual Report and Accounts of the Company for the year to
31 December 2007.
BUSINESS REVIEW
INVESTMENT OBJECTIVE
The objective of ASCoT is to achieve a net asset value total return (with dividends reinvested) greater than on
the Hoare Govett Smaller Companies Index (Excluding Investment Companies) over the long term.
INVESTMENT POLICY
The Company aims to achieve its objective and to diversify risk by investing in over 80 small UK quoted
companies. Small companies are those having a market capitalisation, at time of purchase, equal to or lower
than the largest company in the bottom 10% of the main UK equity market or companies in the Hoare Govett
Smaller Companies Index (Excluding Investment Companies). The upper market capitalisation limit to this
index at 1 January 2008 (the date of the last annual index rebalancing) was £1,099 million, although this limit
will change owing to movements in the stockmarket. The aggregate market capitalisation of the index as at
1 January 2008 was £142 billion and includes 509 companies.
The Company may, at time of purchase, invest up to 15% of its assets in any one security although, in practice,
each investment will typically be substantially less and, at market value, represent less than 5% of the portfolio
on an ongoing basis.
If any company held by ASCoT no longer falls within the definition of a small company, as defined above, its
securities will become candidates for sale. The Managers aim to keep the Company near fully invested in
equities at all times and there will normally be no attempt to engage in market timing by holding high levels of
liquidity.
The Company’s policy towards companies quoted on the Alternative Investment Market (AIM) generally
precludes investment except in the circumstances where either an investee company moves from the
‘‘Full List’’ to AIM (so as to avoid being a forced seller) or where a company quoted on AIM has committed to
move from AIM to the ‘‘Full List’’ (so as to enable investment before a full listing is obtained). The Company
does not invest in any unquoted securities or securities issued by investment trusts or investment companies.
The Board, in conjunction with the Managers, is responsible for determining the gearing strategy for the
Company. Gearing is used tactically in order to enhance returns when this is considered appropriate. The
Company’s Articles of Association limit borrowings to 100% of Shareholders’ funds although the Board would
anticipate any gearing to be substantially below this limit.
The Board believes that small UK quoted companies continue to provide opportunities for positive total return
over the long term. Any material changes to the Company’s investment objective and policy will be subject to
Shareholder approval.
A detailed analysis of the investment portfolio is contained in the Managers’ Report and Portfolio Information
contained on pages 9 to 19.
DEBT FACILITY
At 31 December 2007, the Company was not geared and had no debt outstanding. The Company does,
however, have a bank debt facility of £80 million which the Company can use as gearing at any time.
22
DIRECTORS’ REPORT
MANAGEMENT
Aberforth Partners LLP, a limited liability partnership, provide investment management, administration and
company secretarial services to the Company. These services can be terminated by either party at any time by
giving six months’ notice of termination. Compensation fees would be payable in respect of this six month
period only if termination were to occur sooner. Aberforth Partners LLP receive a quarterly management fee,
payable in advance, equal to 0.2% of the total net assets of the Company. However, the total fee paid each
year may be slightly higher or lower than 0.8% depending on the movements in the value of the Company’s
assets during the year. The Company also pays a quarterly secretarial fee, payable in advance, which
amounted to £15,469 (excluding VAT) per quarter during 2007. The secretarial fee is adjusted annually in line
with the Retail Prices Index and is subject to VAT which is currently irrecoverable by the Company.
23
DIRECTORS’ REPORT
The Board considers the Company’s investment management and secretarial arrangements on an ongoing
basis and a formal review is conducted annually by the Audit and Management Engagement Committee (the
Committee). The Committee specifically considers the following topics in its review: investment performance
in relation to the investment policy and strategy; the continuity of personnel managing the assets and reporting
to the Board; the level of service provided in terms of the accuracy and timeliness of reports to the Board; and,
the frequency and quality of both verbal and written communications with Shareholders. Following the most
recent review the Board, upon the recommendation of the Committee, is of the opinion that the continued
appointment of Aberforth Partners LLP as investment managers, on the terms agreed, is in the best interests of
Shareholders as a whole.
24
DIRECTORS’ REPORT
REVIEW OF PERFORMANCE, ACTIVITY DURING THE YEAR AND THE INVESTMENT OUTLOOK
A comprehensive review can be found in the Chairman’s Statement and Managers’ Report.
25
DIRECTORS’ REPORT
OTHER MATTERS
GOING CONCERN
After making enquiries, the Directors consider that the Company has adequate resources to continue in
operational existence for the foreseeable future notwithstanding the Resolution on the Company’s continuance
as detailed above. For this reason, they continue to adopt the going concern basis in preparing the accounts.
DIRECTORS
The Directors who held office at 31 December 2007 and their interests in the Shares of the Company as at that
date were as follows:
Ordinary Shares
Directors Nature of Interest 2007 2006
D R Shaw Beneficial 37,000 25,000
H N Buchan Beneficial 19,474 19,474
M L A Chiappelli Beneficial 25,000 25,000
J E G Cran Beneficial 28,473 27,137
Prof P R Marsh Beneficial 25,000 15,000
Prof W S Nimmo Beneficial 25,656 16,444
There has been no change in the beneficial or non-beneficial holdings of the Directors between 31 December
2007 and 23 January 2008.
The Company maintains appropriate insurance cover in respect of legal action against its Directors. Following
changes to the law relating to a company’s ability to indemnify its directors, the Company recently entered into
a deed of indemnity with each Director to cover any liabilities that may arise to a third party, other than the
Company, for negligence, default or breach of trust or duty. The Directors are not indemnified in respect of
liabilities to the Company or costs incurred in connection with criminal proceedings in which the Director is
convicted or required to pay any regulatory or criminal fines.
As stated in the separate Corporate Governance Report, the Board wishes to go beyond the minimum
requirements of the Company’s Articles of Association, the AIC and The Combined Code by having all
Directors seek re-election every year. Therefore, all Directors retire at the Annual General Meeting to be held
on 4 March 2008. All Directors offer themselves for re-election and biographical details for each are shown on
page 7.
ELECTRONIC VOTING
Your Board is again pleased to offer electronic proxy voting, including CREST voting capabilities, in
connection with the forthcoming Annual General Meeting. You may therefore complete the enclosed form of
proxy and return it to Capita Registrars, the Company’s registrar, or alternatively, you may register your vote
on-line by visiting the Capita Registrars’ website at www.capitaregistrars.com. In order to register your vote on-
line, you will need to enter your name, postal code and ICV code which is given on the form of proxy. If you
are a member of CREST, you may register the appointment of a proxy by using the CREST electronic
appointment service. For further details refer to the CREST manual. Completion of a form of proxy or the
appointment of a proxy electronically will not stop you attending the meeting and voting in person should you
so wish.
26
DIRECTORS’ REPORT
purchased under the authority will be automatically cancelled, rather than being held in treasury, thereby
reducing the Company’s issued share capital. There are no outstanding options/warrants to subscribe for equity
shares in the capital of the Company.
As mentioned above, subject to the requirement that purchases by the Company of its own shares will be made
only at a level which enhances NAV, the principal objective of any such purchase will be to seek to sustain as
low a discount between the Company’s NAV and share price as seems possible. Accordingly, it is the Board’s
intention to use the share purchase facility within guidelines established from time to time by the Board.
Directors’ Recommendation
The Directors consider each resolution being proposed at the Annual General Meeting to be in the best
interests of the Company and its Shareholders as a whole and they unanimously recommend that all
Shareholders vote in favour of them, as they intend to do so in respect of their own beneficial shareholdings.
Percentage
Interested person of Voting
Rights Held
Newton Investment Management Limited 6.95
Rathbone Brothers plc 5.30
Deutsche Bank AB (including Tilney Investment Management) 5.25
Barclays plc (including discretionary investment management) 5.20
Legal & General Investment Management 4.09
AUDITORS
Ernst & Young LLP have expressed their willingness to continue in office as auditors and a resolution proposing
their re-appointment will be put to the forthcoming Annual General Meeting.
DONATIONS
The Company did not make any political or charitable donations during the year (2006 – £nil).
27
CORPORATE GOVERNANCE REPORT
INTRODUCTION
The Board is committed to achieving and demonstrating high standards of corporate governance. The
Board has considered the principles and recommendations of the AIC 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
Section 1 of The Combined Code, as well as setting out additional principles and recommendations on
issues that are of specific relevance to the Company.
The Board has consequently decided to base this report on the principles and recommendations of the
AIC Code, including reference to the AIC Guide (which incorporates The Combined Code). The Board
considers that this provides more relevant information to shareholders, whilst meeting the Board’s
obligations under The Combined Code and paragraph 9.8.6 of the Listing Rules.
The Company has complied with the recommendations of the AIC Code and the relevant provisions of
Section 1 of The Combined Code, except as set out below.
The Combined Code includes provisions relating to the role of the chief executive, executive directors’
remuneration and the need for an internal audit function. For reasons set out in the AIC Guide, and in the
pre-amble to The Combined Code, the Board considers that these provisions are not relevant to the
Company as it is an externally managed investment company.
This report outlines how the principles and recommendations of the AIC Code were applied, unless
otherwise stated, throughout the financial year. The Directors are also aware that there are many other
published guidelines relating to corporate governance and, whilst these receive due consideration, the
Board does not consider it appropriate to address them individually in the Annual Report. The Board is
always available to discuss corporate governance matters with Shareholders.
THE BOARD
It is the responsibility of the Board to ensure that there is effective stewardship of the Company’s affairs.
Strategic issues and all operational matters of a material nature are determined by the Board. A formal
schedule of matters reserved for decision of the Board has been adopted. The Board of Directors
comprises six non-executive Directors of which Mr Shaw acts as Chairman. The Company has no
executive Directors nor any employees. However, the Board has engaged external firms to undertake the
investment management, secretarial and custodial activities of the Company. Documented contractual
arrangements are in place between the Company and these firms, which clearly set out the areas where
the Board has delegated authority to them.
The Board meets at least quarterly to review the overall business of the Company and to consider the
matters specifically reserved for it. Detailed information is provided by the Managers and Secretaries for
these meetings and at regular intervals to enable the Directors to monitor compliance with the
investment objective and the investment performance of the Company compared with its benchmark
index. The Directors also review several key areas including the Company’s investment activity over the
quarter relative to its investment policy; the stockmarket environment; the revenue and balance sheet
position; gearing; performance in relation to comparable investment trusts; share price discount (both
absolute levels and volatility); and relevant industry issues. The Board also receives regular reports from
the Managers analysing and commenting on the composition of the Company’s share register and
monitors significant changes to shareholders.
The Board also holds an annual strategy session to consider, amongst other matters, the Company’s
objective and investment focus and style.
28
CORPORATE GOVERNANCE REPORT
The following table sets out the number of Directors’ meetings (including Committee meetings) held
during the financial year and the number of meetings attended by each Director (whilst a Director or
Committee member). During the financial year, five Board meetings and three Audit and Management
Engagement Committee meetings were held.
Audit and Management
Board of Directors Engagement Committee
Director Held Attended Held Attended
D R Shaw, Chairman 5 5 – –
H N Buchan 5 5 3 3
M L A Chiappelli1 5 5 3 3
J E G Cran 5 5 3 3
Prof P R Marsh 5 5 – –
Prof W S Nimmo 5 5 – –
1
Chairman of the Audit and Management Engagement Committee.
The Board, being comprised entirely of independent non-executive Directors, has not appointed a
Remuneration nor a Nomination Committee. Directors’ fees and the appointment of new Directors are
considered by the Board as a whole. The Board has also decided not to nominate a Deputy Chairman nor
a senior independent director although Mr. Chiappelli, as Chairman of the Audit and Management
Engagement Committee, fulfils this role when necessary, for example, taking the lead in the annual
evaluation of the Chairman.
The Board carefully considers the various guidelines for determining the independence of non-executive
Directors, placing particular weight on the view that independence is evidenced by an individual being
independent of mind, character and judgement. An individual can therefore be considered to be
independent even though their length of service exceeds nine years. No limit on the overall length of
service of any of the Directors, including the Chairman, has therefore been imposed. All Directors are
considered to be independent notwithstanding that Mr Shaw has sat on the Board for more than
nine years. The Board has decided to go beyond the minimum requirements of the Articles of Association
and the AIC Code by having all Directors retire at each AGM and, if appropriate, seek re-election.
The Directors’ letters of appointment are available for inspection on request.
All Directors are entitled to receive appropriate training when required. Directors, in the furtherance of
their duties, may seek independent professional advice at the expense of the Company. No Director took
such advice during the financial year under review.
All Directors have access to the advice and services of the company secretarial services provided by
Aberforth Partners LLP, who are responsible to the Board for ensuring that Board procedures are followed
and that applicable rules and regulations are complied with.
APPOINTMENTS TO THE BOARD
The Board conducts an annual review of its composition having regard to the present and future needs of
the Company, and the Board’s structure, including the balance of expertise and skills brought by individual
Directors and their length of service, where continuity and experience can add significantly to the strength
of the Board. If it is deemed appropriate to make new appointments, any gaps in skills or expertise are taken
into account in the search process. Potential directors are then invited to meet the members of the Board
prior to a decision on their appointment being made by the Board as a whole. To date, the Board has not
found it necessary to appoint external search consultants nor use open advertising.
29
CORPORATE GOVERNANCE REPORT
RE-ELECTION OF DIRECTORS
The Board undertakes a formal annual self-assessment of its collective performance on a range of issues
including the Board’s role, processes and interaction with the Managers. The Directors also evaluate the
performance of the Board by way of an evaluation questionnaire. The Board then considers the results of
this exercise, together with other relevant discussion areas. The appraisal of the Chairman is led by Mr.
Chiappelli as Chairman of the Audit and Management Engagement Committee. In line with the Board’s
policy, each Director retires at the Annual General Meeting (AGM) to be held on 4 March 2008. Messrs
Shaw, Buchan, Chiappelli, Cran, Prof Marsh and Prof Nimmo, whose biographical details are shown on
page 7, being eligible, offer themselves for re-election.
The Board believes that each Director continues to be effective, bringing a wealth of knowledge and
experience to the Board and recommends the re-election of each director to Shareholders.
RELATIONS WITH SHAREHOLDERS
The Board believes that regular contact with shareholders is essential. The Managers endeavour to meet
all of the larger shareholders twice a year and provide them with a detailed report on the progress of the
Company. Directors of the Company are always available for discussion with any shareholder. In
addition, the Managers also publish the Net Asset Value on a weekly basis and a monthly factsheet. The
Directors may be contacted through the Secretaries whose details are shown on page 7 or through the
Chairman’s email address which is david.shaw@aberforth.co.uk.
All shareholders have the opportunity to attend and vote at the AGM during which the Directors and
Managers are available to discuss key issues affecting the Company. Proxy voting figures are announced
at the AGM and are available via the Managers’ website shortly thereafter.
ACCOUNTABILITY AND INTERNAL CONTROL
The Company reports formally to shareholders twice a year by way of the Annual Report and Accounts
and the Interim Report. As mentioned above, the Managers meet major shareholders regularly to update
them and in addition Company performance and other relevant information is available on the
Managers’ website at www.aberforth.co.uk.
The Company applies the revised guidance published in October 2005 by The Institute of Chartered
Accountants in England and Wales in respect of The Combined Code’s sections on Internal Control
(commonly known as the Turnbull Guidance on Internal Control).
The Board has overall responsibility for the Company’s system of internal control and for reviewing its
effectiveness. Internal control systems are designed to manage, rather than eliminate, the risk of failure to
achieve the business objective and can provide only reasonable and not absolute assurance against
material mis-statement or loss. These controls aim to ensure that the assets of the Company are
safeguarded, that proper accounting records are maintained and that financial information of the
Company is reliable. The Directors have an ongoing process for identifying, evaluating and managing the
significant risks faced by the Company. This was in operation during the year and continues in place up
to the date of this report. At least once a year the Directors formally review the effectiveness of the
Company’s system of internal control. This process principally comprises the Audit Committee receiving
and examining reports from the firms to which services are subcontracted, detailing the internal control
objectives and procedures adopted by each firm. Each report has been reviewed by the respective firm’s
auditors. The Audit Committee then submits a detailed report on its findings to the Board. The Directors
have not identified any significant problems in respect of the Company’s system of internal control.
AUDIT AND MANAGEMENT ENGAGEMENT COMMITTEE
The Directors have appointed an Audit and Management Engagement Committee, chaired by
Mr Chiappelli, who is a Chartered Accountant. There is a range of recent and relevant financial
experience amongst the members of the Committee. This Committee, of which Messrs Buchan and Cran
30
CORPORATE GOVERNANCE REPORT
are also members, specifically considers the accounting policies of, and financial reporting by the
Company, the Company’s key risks, the internal control principles adopted and the relationship with the
Company’s auditors including making recommendations to the Board on the appointment,
reappointment or removal, and remuneration of the auditors. In addition, it reviews the scope and
results of the audit, its cost effectiveness and the independence and objectivity of the auditors, with
particular regard to non-audit fees. Such fees amounted to £1,000 and related to the provision of taxation
services. The Committee considers that these services are not a threat to objectivity and independence of
the conduct of the audit. Furthermore, non-audit work requires the prior approval of the Committee.
This Committee also formally reviews the terms of the agreements with the Managers and the Secretaries
annually, including the level of service, the basis of fees payable and the length of the notice period.
Details are set out in the Directors’ Report.
The Committee also considers annually whether there is a need for an internal audit function. However,
as the Company has no employees and subcontracts all its business to third parties, it believes that an
internal audit function is not necessary.
Representatives of the auditors attend the Committee meeting at which the Annual Report and Accounts
are considered.
The Committee operates within terms of reference that have been agreed with the Board. The
Committee’s findings and recommendations are submitted to the Board for consideration. These terms of
reference are reviewed annually and are available for inspection on request.
SOCIAL, ENVIRONMENTAL AND ETHICAL ISSUES AND VOTING POLICY
The Company is normally a shareholder in over 80 small UK quoted companies. Day to day
management of the Company’s investment portfolio is carried out by its Managers,
Aberforth Partners LLP. The Managers have a consistent and well-defined investment process based
on fundamental analysis of the constituents of their investment universe.
The Managers’ primary objective is to deliver investment returns greater than the return on the
Company’s benchmark index, the HGSC (XIC), over the long term. The Directors, through the
Company’s Managers, also encourage investee companies to adhere to best practice in the area of
Corporate Governance and Socially Responsible Investment (SRI). The Board and the Managers support
the Statement of Principles of the Institutional Shareholders Committee which set out the responsibilities
of institutional shareholders and agents.
Effective management of risks and opportunities posed by social, environmental and ethical (SEE) issues
is an important component of good corporate governance. Companies that ignore significant corporate
responsibilities risk serious damage to their reputation, brand and shareholder value, as well as litigation
and operational risks.
The Managers believe that sound SEE policies make good business sense and take these issues into account
when investment decisions are taken. However, the Managers do not exclude companies from their
investment universe purely on grounds of SEE concerns. Instead, the Managers adopt a positive approach
whereby such matters are discussed with management with the aim of improving procedures and attitudes.
The Board has also given discretionary voting powers to the Managers. Aberforth Partners LLP exercises
these voting rights on every resolution that is put to shareholders of the companies in which the
Company is invested. The Managers vote against resolutions that they believe may damage shareholders’
rights or economic interests and under normal circumstances these concerns would have been raised
with directors of the company concerned.
The Board receives from the Managers quarterly reports on governance issues (including voting) arising
from investee companies and reviews, from time to time, the Managers’ voting guidelines and its stance
towards SRI and SEE matters.
31
DIRECTORS’ REMUNERATION REPORT
The Board has prepared this report, in accordance with the requirements of Schedule 7A to the
Companies Act 1985. An ordinary resolution for the approval of this report will be put to members at the
forthcoming Annual General Meeting.
The law requires the Company’s Auditors to audit certain elements of this report. These elements are
described below as ‘‘audited’’. The Auditors’ opinion is included in the report on pages 34 and 35.
REMUNERATION COMMITTEE
The Board is composed wholly of non-executive Directors who together consider and determine all
matters relating to the Directors’ remuneration at the beginning of each financial period. A Remuneration
Committee has not been formed as all of the Directors are non-executive and considered independent.
STATEMENT OF THE COMPANY’S POLICY ON DIRECTORS’ REMUNERATION
The Company’s policy is that the remuneration of the Directors should reflect the experience of the
Board, as a whole, and be comparable to that of similar investment trusts within the AIC’s UK Smaller
Companies sector and other investment trusts that are similar in size and structure. This information is
provided by Aberforth Partners LLP, as Secretaries, who were appointed by the Board. It is intended that
this policy will remain in place for the following financial year and subsequent periods. It is the
Company’s policy to appoint non-executive Directors for an initial period of three years.
Directors’ remuneration is determined within the limits set by the Company’s Articles of Association and
is solely composed of Directors’ fees. Directors are not eligible for bonuses, pension benefits, share
options or any other benefits. There are no performance conditions relating to Directors’ fees. There are
no long-term incentive schemes.
DIRECTORS’ SERVICE CONTRACTS
Directors do not have contracts of service with the Company nor are any such contracts proposed.
However, each Director entered into a letter of appointment with the Company for an initial period of
service. After the initial period, each Director’s term is, upon review, extended for a further year.
Directors are subject to election by Shareholders at the first Annual General Meeting after their
appointment and thereafter at every subsequent Annual General Meeting. A Director may be removed
without notice and no compensation will be due on loss of office.
The following Directors held office during the year:
32
DIRECTORS’ REMUNERATION REPORT
Fees Fees
2007 2006
£ £
D R Shaw, Chairman (with effect from 23 February 2005) 25,125 24,000
H N Buchan, Member of the Audit and Management Engagement Committee 17,500 16,000
M L A Chiappelli, Chairman of the Audit and Management Engagement Committee 21,000 18,500
J E G Cran, Member of the Audit and Management Engagement Committee 17,500 16,000
Prof P R Marsh 16,750 16,000
Prof W S Nimmo 16,750 16,000
114,625 106,500
No other emoluments or pension contributions were paid by the Company to or on behalf of any other
Director.
APPROVAL
The Directors’ Remuneration Report on pages 32 to 33 was approved by the Board on 23 January 2008
and signed on its behalf by David R Shaw, Chairman.
33
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are required by law to prepare financial statements for each financial year, which give a
true and fair view of the state of affairs of the Company as at the end of the financial year and of the net
return for that period. The Directors are also required to prepare a Directors’ Remuneration Report.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable
accuracy at any time the financial position of the Company and to enable them to ensure that the
financial statements comply with the Companies Act 1985. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors confirm that, to the best of their knowledge, the financial statements:
. have been prepared on a going concern basis and appropriate accounting policies have been used
and consistently applied;
. have been prepared in accordance with applicable UK accounting standards;
. have been prepared based on judgements and estimates that are reasonable and prudent; and
. give a true and fair view of the assets, liabilities, financial position and profit and loss of
the Company.
The Business Review, together with the Chairman’s Statement and the Managers’ Report, provide a fair
review of the Company’s performance and position, including the principal risks.
34
INDEPENDENT AUDITORS’ REPORT
We report to you our opinion as to whether the financial statements give a true and fair view and
whether the financial statements and the part of the Directors’ Remuneration Report to be audited have
been properly prepared in accordance with the Companies Act 1985. We also report to you whether the
information given in the Directors’ Report is consistent with the financial statements.
In addition, we report to you if, in our opinion, the Company has not kept proper accounting records, if
we have not received all the information and explanations we required for our audit, or if information
specified by law regarding Directors’ remuneration and other transactions is not disclosed.
We review whether the Corporate Governance Statement reflects the Company’s compliance with the
nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the
Financial Services Authority, and we report if it does not. We are not required to consider whether the
Board’s statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the Company’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the
audited financial statements. The other information comprises only the Investment Objective, Financial
Highlights, Ten Year Investment Record, Company Summary, Chairman’s Statement, Directors and
Corporate Information, Aberforth Partners LLP – Information, Managers’ Report, Portfolio Information,
Thirty Largest Investments, List of Investments, Long Term Record, Directors’ Report, Corporate
Governance Report, unaudited part of the Directors’ Remuneration Report, Shareholder Information and
Notice of Annual General Meeting. We consider the implications for our report if we become aware of
any apparent mis-statements or material inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the financial statements and the part of the Directors’ Remuneration
Report to be audited. It also includes an assessment of the significant estimates and judgements made by
the Directors in the preparation of the financial statements, and of whether the accounting policies are
appropriate to the Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial statements and the part of the Directors’ Remuneration Report to be audited are free from
material mis-statement, whether caused by fraud or other irregularity or error. In forming our opinion we
also evaluated the overall adequacy of the presentation of information in the financial statements and the
part of the Directors’ Remuneration Report to be audited.
Opinion
In our opinion:
à the financial statements give a true and fair view, in accordance with United Kingdom Generally
Accepted Accounting Practice, of the state of the Company’s affairs as at 31 December 2007 and of
its net return for the year then ended;
à the financial statements and the part of the Directors’ Remuneration Report to be audited have been
properly prepared in accordance with the Companies Act 1985; and
à the information given in the Directors’ Report is consistent with the financial statements.
Ernst & Young LLP
Registered Auditor
Edinburgh
23 January 2008
Notes:
1. The maintenance and integrity of the Aberforth Partners LLP web site is the responsibility of the partners of Aberforth Partners LLP;
the work carried out by the Auditors of Aberforth Smaller Companies Trust plc does not involve consideration of these matters
and, accordingly, the Auditors accept no responsibility for any changes that may have occurred to the financial statements since
they were initially presented on the web site.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
35
INCOME STATEMENT
For the year ended 31 December 2007
2007 2006
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Net return before finance costs and tax 18,218 (102,684) (84,466) 16,209 157,904 174,113
Finance costs 6 (60) (99) (159) — — —
Return on ordinary activities before tax 18,158 (102,783) (84,625) 16,209 157,904 174,113
Tax on ordinary activities 5 — — — — — —
Return attributable to equity shareholders 18,158 (102,783) (84,625) 16,209 157,904 174,113
Returns per ordinary share 8 18.38p (104.03p) (85.65p) 16.40p 159.81p 176.21p
The Board declared on 23 January 2008 a second interim dividend of 10.50p per Ordinary Share (2006 final
dividend of 9.15p) and the total payable will be £10,375,000 (2006 — £9,041,000). The Board also declared
on 18 July 2007 a first interim dividend of 4.70p per Ordinary Share (2006 interim dividend of — 4.25p) and
the total paid was £4,644,000 (2006 — £4,199,000).
The total column of this statement is the profit and loss account of the Company. All revenue and capital items
in the above statement derive from continuing operations. No operations were acquired or discontinued in the
year. A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company
have been reflected in the above statement.
36
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the year ended 31 December 2007
Capital Capital
Share Special reserve – reserve – Revenue
capital reserve realised unrealised reserve Total
£’000 £’000 £’000 £’000 £’000 £’000
The movements in the capital reserve – realised, the capital reserve – unrealised and the revenue reserve
represent the profit and loss of the Company and the equity dividends paid.
37
BALANCE SHEET
As at 31 December 2007
2007 2006
Note £’000 £’000
Fixed assets:
Investments at fair value through profit or loss 9 710,966 801,470
Current assets
Debtors 10 6,354 1,369
Cash at bank 18,018 30,554
24,372 31,923
Approved and authorised for issue by the Board of Directors on 23 January 2008
and signed on its behalf by David R Shaw, Chairman
38
CASH FLOW STATEMENT
For the year ended 31 December 2007
2007 2006
£’000 £’000
Note
Net cash inflow from operating activities 12,296 14,197
Returns on investments and servicing of finance (152) —
Capital expenditure and financial investment 15 (10,995) 18,046
1,149 32,243
Equity dividends paid 7 (13,685) (11,956)
(12,536) 20,287
Financing — —
(Decrease)/increase in cash 16 (12,536) 20,287
39
NOTES TO THE ACCOUNTS
1 ACCOUNTING POLICIES
A summary of the principal accounting policies adopted, all of which have been applied consistently
throughout the year and with the proceeding year, are set out below.
(b) Investments
The Company’s investments have been categorised as ‘‘financial assets at fair value through profit or loss’’ as
the Company’s business is to invest in financial assets with a view to profiting from their total return in the form
of capital growth and income. Quoted investments are valued at their fair value which is represented by the
bid price. Where trading in the securities of an investee company is suspended, the investment is valued at the
Board’s estimate of its net realisable value.
As investments have been categorised as ‘‘financial assets at fair value through profit or loss’’, gains and losses
arising from changes in fair value are included in the capital return for the period and transaction costs on
acquisition or disposal of a security are expensed to the Capital Reserve-realised.
Purchases and sales of investments are accounted for on trade date.
(c) Income
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividend
income is shown excluding any related tax credit. Where the Company has elected to receive its dividends in
the form of additional shares rather than in cash, the amount of the cash dividend is recognised as income.
Other income is accounted for on an accruals basis.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to revenue except as follows:
. expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and
. expenses are charged to capital reserve-realised where a connection with the maintenance or enhancement
of the value of the investments can be demonstrated. In this respect the investment management fee has
been allocated 62.5% to capital reserve-realised and 37.5% to revenue reserve, in line with the Board’s
expected long-term split of returns, in the form of capital gains and income respectively, from the
investment portfolio of the Company.
40
NOTES TO THE ACCOUNTS
(h) Taxation
The tax effect of different items of income/gain and expenditure/loss is allocated between revenue and capital
on the same basis as the particular item to which it relates, under the marginal method, using the Company’s
effective rate of tax for the accounting period. Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the balance sheet date where transactions or events that
result in an obligation to pay more or a right to pay less tax in the future have occurred at the balance sheet
date measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets
being recognised only if it is considered more likely than not that there will be suitable profits from which the
future reversal of the underlying timing differences can be deducted. Timing differences are differences arising
between the Company’s taxable profits and its results as stated in the accounts which are capable of reversal in
one or more subsequent periods.
2 INCOME
2007 2006
£’000 £’000
Income from investments (UK listed)
Franked investment income (net) 18,715 17,806
Other investment income 762 484
19,477 18,290
Other income
Deposit interest 258 797
Underwriting/placing commission 15 20
273 817
Total income 19,750 19,107
Total income comprises:
Dividends 19,477 18,290
Interest 258 797
Other income 15 20
19,750 19,107
During the year the Company also received special dividends totalling £877,000 (2006 – £2,261,000) which
have been considered as a return of capital by the investee companies and have been credited to Capital
Reserves. Those special dividends paid by investee companies which are considered to be a return on capital
to shareholders, are credited to Revenue.
41
NOTES TO THE ACCOUNTS
2007 2006
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 2,516 4,194 6,710 2,124 3,540 5,664
VAT paid thereon 336 560 896 372 619 991
VAT recoverable (1,758) (2,931) (4,689) — — —
Total 1,094 1,823 2,917 2,496 4,159 6,655
The Company’s investment managers are Aberforth Partners LLP. The contract between the Company and
Aberforth Partners LLP may be terminated by either party at any time by giving six months’ notice of
termination. Aberforth Partners LLP receive a quarterly management fee, payable in advance, equal to 0.2% of
the value of the total assets less all liabilities of the Company. In addition to the investment management fee,
above, the Company also obtains secretarial services from Aberforth Partners LLP. The fee for the secretarial
services is shown with other expenses in Note 4.
The VAT recoverable above represents the expected repayment of all VAT paid on investment management
fees since 1 January 2001 following (i) HMRC’s announcement of its decision to withdraw their appeal on the
JPMorgan Fleming Claverhouse case and (ii) agreement having been reached between the Company and its
Managers that ASCoT will receive a refund of all VAT paid on investment management fees since 1 January
2001 (including all VAT previously offset by the managers). The refund will be made upon receipt by the
Managers of the relevant refund from HMRC. Certain VAT paid in relation to earlier periods may also be
recoverable pending the outcome of further legal appeals.
4 OTHER EXPENSES
2007 2006
£’000 £’000
The following expenses have been charged to revenue:
Directors’ fees (refer to Directors’ Remuneration Report) 115 107
Secretarial services 73 70
Registrars fees 52 44
AIC fees 48 50
Custody and other bank charges 43 36
Directors and Officers liability insurance 11 11
Auditors’ fee–for audit services (recurring) 18 13
–for non-audit services (recurring) 1 1
Other expenses 77 70
438 402
The following expenses have been charged to capital:
Expenses incurred in acquiring or disposing of investments classified
as fair value through profit or loss 4,052 3,230
42
NOTES TO THE ACCOUNTS
5 TAXATION
Analysis of tax charged on return on ordinary activities 2007 2006
£’000 £’000
Total current tax charge for the year (see below) — —
Total deferred tax — —
Total tax charge for the year — —
The Company has not recognised an asset for deferred tax on the unutilised management expenses because it
is unlikely that there will be suitable taxable profits from which the future reversal of a deferred tax asset may
be deducted. The Company has unutilised management expenses and loan relationship losses for taxation
purposes of £37,409,000 (2006: £34,924,000).
6 FINANCE COSTS
2007 2006
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Interest on bank overdraft 60 99 159 — — —
43
NOTES TO THE ACCOUNTS
7 DIVIDENDS
2007 2006
£’000 £’000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2006 of 9.15p (2005: 7.85p)
paid on 7 March 2007 9,041 7,757
First interim dividend for the year ended 31 December 2007 of 4.70p
(2006: 4.25p) paid on 23 August 2007 4,644 4,199
13,685 11,956
The second interim dividend has not been included as a liability in these financial statements.
We also set out below the total dividends payable in respect of the financial year, which is the basis on which
the requirements of Section 842 of the Income and Corporation Taxes Act 1988 are considered.
2007 2006
£’000 £’000
Revenue available for distribution by way of dividends for the year 18,158 16,209
First interim dividend for the year ended 31 December 2007 of 4.70p
(2006: 4.25p) 4,644 4,199
Second interim dividend for the year ended 31 December 2007 of 10.5p
(2006: final dividend of 9.15p) 10,375 9,041
15,019 13,240
2007 2006
Total Total
£’000 £’000
Attributable to Ordinary Shareholders (84,625) 174,113
2007 2006
Weighted average number of shares in issue during the year 98,809,788 98,809,788
44
NOTES TO THE ACCOUNTS
9 INVESTMENTS
2007 2006
UK UK
Listed Listed
£’000 £’000
Investments at fair value through profit or loss
Opening book cost 561,848 497,118
Opening unrealised appreciation 239,622 162,442
Opening valuation 801,470 659,560
Movements in the period:
Purchases at cost 309,179 242,169
Sales – proceeds (301,997) (263,291)
– realised gains on sales 111,634 85,852
Movement in unrealised appreciation (209,320) 77,180
Closing valuation 710,966 801,470
Closing book cost 680,664 561,848
Closing unrealised appreciation 30,302 239,622
Closing valuation (all investments are in ordinary shares quoted in the UK) 710,966 801,470
10 DEBTORS
2007 2006
£’000 £’000
Investment income receivable 1,617 1,304
VAT recoverable from the Managers (refer to Note 3) 4,689 —
Other debtors 48 65
6,354 1,369
45
NOTES TO THE ACCOUNTS
12 SHARE CAPITAL
2007 2006
No. of No. of
Authorised: Shares £’000 Shares £’000
Ordinary Shares of 1p 333,299,254 3,333 333,299,254 3,333
Allotted, issued and fully paid:
Ordinary Shares of 1p 98,809,788 988 98,809,788 988
The revenue reserve represents the only reserve from which dividends can be funded.
46
NOTES TO THE ACCOUNTS
Net asset value per Ordinary Share is based on net assets of £735,021,000 (2006: £833,331,000), and on
98,809,788 (2006: 98,809,788) Ordinary Shares, being the number of Ordinary Shares in issue at the year-end.
17 FINANCIAL INSTRUMENTS
The Company’s financial instruments comprise its investment portfolio (see note 9 and pages 16 to 19), cash
balances, overdrafts, debtors and creditors that arise directly from its operations such as sales and purchases
awaiting settlement and accrued income. Overdrafts are utilised when the Managers believe it is in the interest
of the Company to financially gear the portfolio. Note 1 sets out the accounting policies, including criteria for
recognition and the basis of measurement applied for significant financial instruments excluding cash at bank
which is carried at fair value. Note 1 also includes the basis on which income and expenses arising from
financial assets and liabilities are recognised and measured.
The main risks that the Company faces arising from its financial instruments are:
(i) cash flow interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates; and
(ii) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in
market prices caused by factors other than interest rate or currency rate movement.
Since the Company invests in UK equities traded on the London Stock Exchange, credit risk and liquidity risk
are not significant. Short term funding flexibility can be achieved through the use of the bank debt facility.
Fair value risk is covered under market price risk.
The Company’s financial instruments are all denominated in sterling, therefore, currency risk arising from
exchange rate fluctuations have no direct effect on profit or loss, or Shareholders’ funds.
47
NOTES TO THE ACCOUNTS
The investment portfolio consists of listed investments valued at their bid price, which represents fair value.
Cash, which is held in variable rate bank accounts, can be withdrawn on demand with no penalty.
48
NOTES TO THE ACCOUNTS
2007 2006
£’000 £’000
Placing and open offer commitments, payable within one month — 1,297
49
SHAREHOLDER INFORMATION
All administrative enquiries relating to Shareholders such as queries concerning holdings, dividend
payments, notification of change of address, loss of certificate or to be placed on a mailing list should be
addressed to the Company’s registrars:
Shareholder Services Department, Capita Registrars, Northern House, Woodsome Park, Fenay Bridge,
Huddersfield HD8 0LA. Tel: 0870 162 3131. Fax: 01484 600 911. Email: shareholder.services@
capitaregistrars.com. Website: www.capitaregistrars.com
PAYMENT OF DIVIDENDS
The best way to ensure that dividends are received as quickly as possible is to instruct the Company’s
registrars, whose address is given above, to pay them directly into a bank account; tax vouchers are then
mailed to Shareholders separately. This method also avoids the risk of dividend cheques being delayed or lost
in the post. The Company also operates a Dividend Re-investment Plan to allow Shareholders to use their cash
dividends to buy shares easily and at a low cost via the Company’s registrars from whom the necessary forms
are available.
The prices of the Ordinary Shares are quoted daily in the Financial Times, The Herald, The Telegraph and
The Scotsman. The price, together with the Net Asset Values and other financial data, can be found on the
TrustNet website at www.trustnet.com. Other websites containing useful information on the Company are
www.FT.com and www.theaic.co.uk. Company performance and other relevant information is available on
the Managers’ website at www.aberforth.co.uk and are updated monthly.
HOW TO INVEST
The Company’s Ordinary Shares are traded on the London Stock Exchange. They can be bought or sold by
placing an order with a stockbroker, by asking a professional adviser to do so, or through most banks.
The Company’s Managers, Aberforth Partners LLP, do not offer any packaged products such as ISAs, PEPs,
Savings Schemes or Pension Plans.
SEDOL Bloomberg Reuters
Security Codes Ordinary Shares of 1p 0-006-655 ASL LN ASL.L
You may register your vote on-line by visiting the Capita Registrars’ website at www.capitaregistrars.com. In
order to register your vote on-line, you will need to enter your name, postal code and investor code which is
given on the form of proxy. If you are a member of CREST, you may register the appointment of a proxy by
using the CREST electronic appointment service. For further details refer to the CREST manual. Completion of a
form of proxy or the appointment of a proxy electronically will not stop you attending the meeting and voting
in person should you so wish.
AIC
The Company is a member of The Association of Investment Companies which produces a detailed Monthly
Information Service on the majority of investment trusts. This can be obtained by contacting The Association of
Investment Companies, 9th Floor, 24 Chiswell Street, London EC1Y 4YY Website: www.theaic.co.uk;
Tel: 020 7282-5555.
50
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
‘‘Discount’’ is the amount by which the stockmarket price per Ordinary Share is lower than the Net Asset
Value per Ordinary Share. The discount is normally expressed as a percentage of the Net Asset Value per
Ordinary Share.
‘‘Total Expense Ratio’’ is the total annual operating costs (net of any tax relief), excluding interest costs and
transaction costs, divided by the average Shareholders’ funds (calculated per AIC guidelines).
‘‘Market Capitalisation’’ of a Company is calculated by multiplying the stockmarket price per Ordinary Share
by the total number of Ordinary Shares in issue.
‘‘Net Asset Value’’, also described as Shareholders’ funds, is the value of total assets less liabilities. Liabilities
for this purpose include borrowings as well as current liabilities. The Net Asset Value per Ordinary Share is
calculated by dividing this amount by the total number of Ordinary Shares in issue.
‘‘Net Asset Value Total Return’’ represents the theoretical return on Shareholders’ funds per share assuming
that net dividends (gross dividends prior to 2 July 1997) paid to Shareholders were reinvested in the Net Asset
Value at the time the shares were quoted ex-dividend.
‘‘Premium’’ is the amount by which the stockmarket price per Ordinary Share exceeds the Net Asset Value
per Ordinary Share. The premium is normally expressed as a percentage of the Net Asset Value per
Ordinary Share.
51
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Eighteenth Annual General Meeting of Aberforth Smaller Companies Trust plc will
be held at 14 Melville Street, Edinburgh on 4 March 2008 at 6.15 pm for the following purposes:
23 January 2008
52
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
1. A member who is entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend,
speak and, on a poll, vote on his/her behalf. Such a proxy need not also be a member of the Company.
2. A Form of Proxy for use by Shareholders is enclosed. Completion of the Form of Proxy will not prevent a
Shareholder from attending the meeting and voting in person. To register your vote electronically, log on to the
registrar’s web site at www.capitaregistrars.com and follow the instructions on screen. You will require your
investor code. CREST users should note they can lodge their proxy votes for the meeting through the CREST proxy
voting system. For further instructions users should refer to the CREST User Manual. Any CREST sponsored
members should contact their CREST sponsor.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more
than one proxy, please contact the Registrars of the Company. If you submit more than one valid proxy
appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
To be valid the proxy form must be completed and lodged, together with the power of attorney or other authority
(if any) under which it is signed, or a notarially certified copy of such power or authority, with the Registrars of
the Company no later than 48 hours before the time set for the meeting, or any adjourned meeting.
3. Members who have general queries about the Meeting should contact the Secretaries in writing. You may not use
any electronic address provided either in this notice of annual general meeting or any related documents
(including the proxy form), to communicate with the Company for any purposes other than those expressly
stated.
4. As at 23 January 2008, the latest practicable date prior to publication of this document, the Company had
98,809,788 Ordinary Shares in issue with a total of 98,809,788 voting rights.
5. No Director has a contract of service with the Company. The Directors’ letters of appointment will be available
for inspection for 15 minutes prior to the Annual General Meeting and during the meeting.