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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Blackrock New S | LSE:BRNS | London | Ordinary Share | GB00B4KTTT60 | SUB SHS 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.29 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
BlackRock New Energy Investment Trust plc Annual results announcement For the year ended 31 October 2013 Chairman's Statement Cash Exit Proposals Following the commitment given by the Board at the General Meeting in July 2012 to provide all shareholders with an option to realise their investment for cash at Net Asset Value less applicable costs, a review of the options available has been completed. The Board has decided to put forward proposals ("Cash Exit Proposals") which will, if approved, allow ordinary shareholders to choose between rolling over all or part of their investment in the Company in a tax efficient manner into the BGF New Energy Fund (subject to a minimum of £5 million electing to receive shares in BGF New Energy) or realising all or part of their shareholding for cash. The BGF New Energy Fund is a sub-fund of the Luxembourg-domiciled BlackRock Global Funds and has a similar investment objective to that of the Company and is managed by the same management team at BlackRock. Participants in the BlackRock Investment Trust Savings Plan and ISA should note that as the BGF New Energy Fund is not eligible for inclusion in these savings scheme products, participants will be deemed to have elected for cash. However, there will be an opportunity to re-invest the cash proceeds into other investment trusts managed by the Investment Manager. The Cash Exit Proposals will require the approval of both ordinary and subscription shareholders in a general meeting. If the Cash Exit Proposals are not approved by the ordinary shareholders then the Directors will consult with shareholders as to the most appropriate course of action for the Company before putting forward alternative proposals. If the Cash Exit Proposals are not approved by the subscription shareholders, but are approved by the ordinary shareholders, it is intended that the Board will put forward alternative proposals for the liquidation of the Company (without a roll-over option) as soon as reasonably practicable. A circular which contains full details of the proposals and the notices of the meetings will be sent to shareholders on or around 19 December 2013. Basis of preparation of financial statements In view of the Cash Exit Proposals described above the financial statements have been prepared on a liquidation basis. Performance I am pleased to report that your Company has performed well over the year ended 31 October 2013, with the net asset value ("NAV") increasing by 27.4% and the share price increasing by 42.6%. Over the same period the MSCI World Developed Markets Index increased by 23.5% and the New Energy sector, as measured by the WilderHill New Energy Global Innovation Index, increased by 63.4%. (All figures are in sterling terms on a capital only basis.) The underperformance relative to the WilderHill New Energy Global Innovation Index partly reflects the Company's lower weighting in Renewable Energy Technology stocks. The recovery in the wind and solar sectors which began to gather pace last November continued during the course of the year under review and this has been reflected in the change of sentiment towards some New Energy stocks. Further details are given in the Investment Manager's Report. Since the end of October, the Company's NAV has decreased by 3.3% and the share price has fallen by 5.0%. Earnings and dividends for the year ended 31 October 2013 The Company made a revenue profit of £339,000 (2012: £614,000). In order to satisfy the requirements to maintain Investment Trust status the Directors are declaring the payment of an interim dividend of 0.225p per ordinary share (2012: final dividend of 0.15p per share). The dividend will be payable on 24 January 2014 to shareholders on the register on 27 December 2013 and will be marked ex-dividend on 23 December 2013. Subscription shares During the year and up to the date of this report, the Company has issued 19,836 ordinary shares following the conversion of subscription shares into ordinary shares. Total proceeds amounted to £12,000. At the date of this report, the Company had 234,988,568 ordinary shares and 45,611,243 subscription shares in issue. Subscription shareholders have further opportunities to subscribe for all or any of the ordinary shares to which their subscription shares relate on each of 31 January 2014, 30 April 2014 and 31 July 2014 (and if any such date is not a business day, the succeeding business day) at 59p per ordinary share (all dates inclusive), following which the subscription share rights will lapse. In the event that the Company is put into members' voluntary liquidation in connection with the Cash Exit Proposals described above, the subscription share rights will lapse and the subscription shareholders will be entitled to receive a payment out of the assets of the Company which will be determined in accordance with the Company's Articles of Association. This payment to subscription shareholders will be calculated by reference to the middle market quotations (as derived from the Official List) for one subscription share for the 10 consecutive dealing days ending on 13 December 2013. If you are in any doubt about the action you should take, you are recommended immediately to seek your own personal financial advice from your independent financial adviser, stockbroker, solicitor, accountant, bank manager or from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000. New reporting requirements There have been a number of revisions to reporting requirements for companies with accounting periods beginning on or after 1 October 2012. These include the addition of a new Strategic Report which is intended to replace the Business Review section of the Directors' Report, providing insight into the Company's objectives, strategy and principal risks, and enabling shareholders to assess how effective Directors have been in promoting the success of the Company during the course of the year under review. Other changes comprise additional Audit and Management Engagement Committee reporting requirements on the accounts and on the external audit process, and changes to the structure and voting requirements in respect of the Directors' Remuneration Report which are explained in more detail in the Directors' Remuneration Report in the Annual Report. Annual General Meeting The Annual General Meeting ("AGM") of the Company will be held at BlackRock's offices at 12 Throgmorton Avenue, London EC2N 2DL on Thursday, 6 February 2014 at 12.00 noon. John Roberts Chairman 13 December 2013 Strategic Report The Directors present the strategic report of the Company for the year ended 31 October 2013. The aim of the Strategic Report is to provide shareholders with the ability to assess how the Directors have performed their duty to promote the success of the Company for shareholders' collective benefit. The following paragraphs set out the Company's existing objective, business model and investment policy but shareholders should note that if the Cash Exit Proposals are approved then the Company will be put into members' voluntary liquidation in February 2014 with an appropriate realisation of its assets being undertaken in advance of that time. Further details about the Cash Exit Proposals are given in the Chairman's Statement. Principal activity The Company carries on business as an investment trust and its principal activity is portfolio investment. Objective The Company's objective is to generate long term capital growth for shareholders of the Company. Strategy In order to achieve this objective, the Company invests globally in companies that have a significant involvement in Renewable Energy Developers, Renewable Energy Technology, Energy Efficiency, Alternative Fuels and Enabling Energy & Infrastructure. There are no restrictions on the amount of the Company's assets which may be invested in each of these areas. Shareholders should note that the actual asset allocation will depend on the development of the investment universe, market conditions and the judgement of the Investment Manager and the Board of what is in the best interests of shareholders. Business Model and Investment Policy Investment is made predominantly in quoted stocks. The Company may invest in unquoted companies but no new unquoted investments will be made if, as a result, the value of unquoted investments held would exceed 25% of the Company's gross assets. While the Company may hold shares in other listed investment companies (including investment trusts), the Board has agreed that the Company will not invest more than 15% of its gross assets in other UK listed investment companies. The Company will not hold more than 15% of the market capitalisation of any one company and no more than 15% of the gross asset value of the Company will be held in any one class of security issued by a company as at the date any such investment is made. The Company may use derivatives for the purposes of efficient portfolio management. Such derivatives may include options, futures and contracts for difference traded, or not traded, on a recognised or designated investment exchange. The aggregate exposure to such derivatives must not exceed 10% of the gross assets of the portfolio. The Company may, from time to time, use borrowings to gear its investment policy or in order to fund the market purchase of its own ordinary shares. Under the Company's Articles of Association, the net borrowings of the Company may not exceed 100% of the value of the gross assets of the Company. However, in normal market conditions borrowings are not expected to exceed 25% of net assets. This gearing typically is in the form of an overdraft or short term facility, which can be repaid at any time. The Investment Manager generally aims to be fully invested but a net cash position may be held when it is considered advantageous to do so. The Investment Manager may also from time to time choose to hold fixed income securities as an alternative to holding cash. The Company's accounts are maintained in sterling. Although many investments are denominated and quoted in currencies other than sterling, the Company does not intend to employ a hedging policy against fluctuations in exchange rates. No material change will be made to the investment policy without shareholder approval. Performance In the year to 31 October 2013, the Company's NAV per share increased by 27.4%. This compares with a rise in the MSCI World Developed Markets Index of 23.5% and an increase in the WilderHill New Energy Global Innovation Index by 63.4%. The Company's ordinary share price increased by 42.6%. (All figures in sterling terms on a capital only basis.) The Investment Manager's Report includes a review of the main developments during the year together with information on investment activity within the Company's portfolio. Results and dividends The results for the Company are set out in the Statement of Comprehensive Income in the Annual Report. The total profit for the year, after taxation, was £23,346,000 (2012: a loss of £4,408,000) of which the revenue profit amounted to £339,000 (2012: £614,000). The Directors have declared the payment of an interim dividend of 0.225p per ordinary share (2012: final dividend of 0.15p per share). The dividend will be payable on 24 January 2014 to shareholders on the register on 27 December 2013 and will be marked ex-dividend on 23 December 2013. Key performance indicators At each Board meeting, the Directors consider a number of performance measures to help assess the Company's success in achieving its objectives. The key performance indicators ("KPIs") used to measure the progress and performance of the Company over time and which are comparable to those reported by other investment trusts are set out below. 2013 2012 Net asset value +27.4% -5.0% Ordinary share price 1 +42.6% +6.4% Discount to net asset value 1.6% 12.1% Revenue return per share 0.14p 0.26p Dividend per share 0.225p 0.15p Ongoing charges 2 1.4% 1.5% MSCI World Developed Markets Index +23.5% +7.1% WilderHill New Energy Global Innovation Index +63.4% -24.5% ------ ------ 1. Calculated on a mid-market and capital only basis. 2. Calculated in accordance with AIC guidelines. The Board monitors the above KPIs on a regular basis. Additionally, it regularly reviews a number of indices and ratios to understand the impact on the Company's relative performance of the various components such as asset allocation and stock selection. Principal risks It is expected that the Company will be put into members' voluntary liquidation in February 2014 as a consequence of the Cash Exit Proposals. Against the background of this expectation, the key risks faced by the Company are set out below. The Board has regularly reviewed and agreed policies for managing each risk, as summarised below. - Performance risk - The Board is responsible for deciding the investment strategy to fulfil the Company's objectives and monitoring the performance of the Investment Manager. An inappropriate strategy may lead to poor performance. To manage this risk the Investment Manager provides an explanation of significant stock selection decisions and the rationale for the composition of the investment portfolio. The Board monitors and mandates an adequate spread of investments in order to minimise the risks associated with particular countries or factors specific to particular sectors, based on the diversification requirements inherent in the Company's investment policy. - Operational risk - In common with most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by third parties and is dependent on the control systems of the Investment Manager and the Company's other service providers. The security, for example, of the Company's assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements, depend on the effective operation of these systems. These are regularly tested and monitored and an internal control report, which includes an assessment of risks together with procedures to mitigate such risks, is prepared by the Investment Manager and reviewed by the Audit and Management Engagement Committee twice a year. The Custodian, Bank of New York Mellon (International) Limited ("BNYM") and the Investment Manager also produce regular Service Organisation Control reports (SOC 1) which are reviewed by their respective auditors and give assurance regarding the effective operation of controls and are also reviewed by the Audit and Management Engagement Committee. - Market risk - Market risk arises from volatility in the prices of the Company's investments. It represents the potential loss the Company might suffer through holding investments in the face of negative market movements. The Board considers asset allocation, stock selection, unquoted investments and levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by the Investment Manager. The Board monitors the implementation and results of the investment process with the Investment Manager. - Sector risk - The Company's portfolio, consisting of securities issued by companies operating in a limited number of industries, carries greater risk and may be more volatile than a portfolio composed of securities issued by companies operating in a wide variety of different industries. Shares in companies involved in the alternative energy and energy technology sectors have been significantly more volatile than shares of companies operating in other more established industries. The Company may invest in the shares of companies with a limited operating history, some of which may never have traded profitably. Investment in young companies with a short operating history is generally riskier than investment in companies with a longer operating history. Changes in government policies towards alternative energy and energy technology may have an adverse effect on the Company's performance. - Financial risk - The Company's investment activities expose it to a variety of financial risks that include market price, foreign currency risk and interest rate risk, liquidity risk and credit risk. Future prospects The future of the Company is dependent upon the outcome of the Cash Exit Proposals vote in February 2014. If shareholders approve the Board's proposals then the Company will be put into members' voluntary liquidation in February 2014 with an appropriate realisation of its assets being undertaken in advance of that time. If the Cash Exit Proposals are not approved, the Board's main focus until such time as the Company is put into liquidation, will continue to be the achievement of capital growth and the future of the Company will be dependent upon the success of the investment strategy. The outlook for the New Energy sector is discussed in the Investment Manager's report. Social, community and human rights issues As an investment trust, the Company has no direct social or community responsibilities. However, the Company believes that it is in shareholders' interests to consider environmental, social and governance factors when selecting and retaining investments. Directors and employees The Directors of the Company on 31 October 2013, all of whom held office throughout the year, are John Roberts, Simon Batey, Mark O'Hare and Jim Skea. The Board consists of four male and no female directors. The Company does not have any employees. By order of the Board BlackRock Investment Management (UK) Limited Secretary 13 December 2013 Related party transactions The Investment Manager is regarded as a related party and details of the investment management fees payable are set out in note 4. The Board consists of four non-executive Directors, all of whom are considered to be independent by the Board. No Director has a service contract with the Company. For the year ended 31 October 2013 the annual remuneration of the Chairman was £28,500, the Chairman of the Audit and Management Engagement Committee was £21,500, and for the other Directors was £19,000 each. All members of the Board hold shares in the Company. Dr Roberts holds 35,000 ordinary shares and 7,000 subscription shares, Mr Batey holds 30,680 ordinary shares, Mr O'Hare holds 20,000 ordinary shares and Professor Skea holds 16,000 ordinary shares. Statement of Directors' Responsibilities in respect of the Annual Report and Financial Statements The Directors are responsible for preparing the annual report, the Directors' Remuneration Report and the financial statements in accordance with applicable United Kingdom law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors are required to prepare the financial statements under IFRS as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the period. In preparing these financial statements, the Directors are required to: - present fairly the financial position, financial performance and cash flows of the Company; - select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors, and then apply them consistently; - present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; - make judgements that are reasonable and prudent; - state whether the financial statements have been prepared in accordance with IFRS as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; - provide additional disclosures when compliance with the specific requirements in IFRS as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and 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 2006 and Article 4 of the IAS Regulations. 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 are also responsible for preparing the Strategic Report, Directors' Report, the Directors' Remuneration Report and the Corporate Governance Statement in accordance with Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules. The Directors have delegated responsibility to the Investment Manager for the maintenance and integrity of the Company's corporate and financial information included on the Investment manager's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, confirm to the best of their knowledge that: - the financial statements, which have prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and net return of the Company; and - this Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. The 2012 UK Corporate Governance Code also requires Directors to ensure that the Annual Report and accounts are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit and Management Engagement Committee advise on whether it considers that the Annual Report and Financial Statements fulfils these requirements. The process by which the Committee has reached these conclusions is set out in the Report of the Audit and Management Engagement Committee in the Annual Report. As a result, the Board has concluded that the Annual Report and Financial Statements for the year ended 31 October 2013, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. For and on behalf of the Board John Roberts Chairman 13 December 2013 Investment Manager's Report Over the last 12 months the share price and net asset value (NAV) of the Company have increased significantly. Equity markets have reacted positively to the improved economic environments as well as loose monetary policies in both the US and Europe. Against this backdrop, the Company has outperformed broader equity markets (as measured by the MSCI World Developed Markets Index) in share price and NAV terms. Performance was particularly driven by strong positive moves in the renewable energy sub-sector and from economically sensitive industrial companies. Sector update Regulatory support for the sector over the period was mixed, with encouraging developments in the US and Asia, but a more challenged environment in Europe. On the positive side, in January the US granted a one year extension for the Production Tax Credit for wind power, removing a significant near term source of uncertainty for the industry. Later in the year, the US Environmental Protection Agency (EPA) announced regulations setting strict limits on the amount of carbon pollution that can be generated by new US power plants. This should be incrementally positive for renewable and gas power and makes it almost impossible to build coal plants without carbon capture and storage. In China, the government committed to a US$2 billion subsidy for domestic solar installations. Pollution concerns encouraged further government response, including an increase in its near term solar power installation target. Elsewhere in Asia, South Korea's energy ministry decided that nuclear energy should only account for 22-29% of the country's power generation capacity by 2035, compared with the 41% goal introduced in 2008. This should make way for increased natural gas and renewable use. Conversely, in Europe utilities continued to be targeted by governments either to plug deficits or as a populist policy to reduce energy costs to consumers. In the UK, the opposition party has proposed to freeze electricity bills and in Germany proposals are being discussed to cut green subsidies. For an industry that is making sizeable and extremely long term capital investments, a predictable and reliable regulatory framework are essential. While neither the UK nor Germany have yet committed to any policy amendments, even the mention of change can be damaging. For instance, since the UK opposition party raised the issue of energy bills in September, SSE, one of the large UK utilities, has lost approximately 10% of its market value. Despite regulatory uncertainty in Europe, the renewable technology sub-sector performed well over the period, partly due to improvements at a company level. For example, Vestas Wind Systems, the leading global wind turbine manufacturer, rallied by 343% over the period, as positive news regarding its restructuring programme and credit facilities, a tie-up with Mitsubishi in their offshore wind operations and the arrival of a new management team helped restore investor confidence. In the solar sub-sector, regulatory support, particularly in China, has helped stabilise solar prices. We are also encouraged by a proposal made by the US Solar Energy Industries Association (SEIA) for a settlement between the US and Chinese solar industries. This may be an early step to resolving the ongoing trade war between the two countries. However, industry overcapacity persists and most of the companies are still making a loss. Consequently we remain relatively cautious on the sub-sector. Your Company has approximately 6.9% invested in the solar sub-sector with a focus on low cost manufacturers. The holdings have performed strongly: Trina Solar and Yingli Green Energy have risen 253% and 255% respectively over the period. Not all companies in the sub-sector have fared so well. In March 2013 Suntech filed for bankruptcy with almost US$2 billion in debts. This is the first bankruptcy of a large, listed Chinese solar company and may be an indication that the market is starting to find some equilibrium. Your Company was not invested in Suntech. Energy efficiency remains a key theme in energy markets. It is undeniable that western economies are using less energy and this is starting to impact oil demand trends. Oil demand is typically linked to GDP. Between 2000-2005, for every 1% increase in GDP, oil demand increased by 0.6%. Over the past 5 years, the energy intensity of the global economy has fallen and that number is just 0.3%. A number of companies are benefiting from this trend. For example, Schneider Electric, whose efficiency technology helps reduce energy use, enjoyed strong performance over the year. Similarly, Johnson Controls has been a stand out performer, its share price up by 29% over the year. In natural gas, there is a growing appreciation that North America enjoys a significant cost advantage. This is spurring investment in gas processing, pipelines, liquefied natural gas (LNG), petrochemicals and related industries. Over the past 12 months, the US Department of Energy has approved 4 LNG export terminals that in total will have the capacity to export almost 10% of today's US gas production. Annual investment in new gas pipelines is expected to increase from US$8 billion in 2011 to almost US$20 billion this year. Investors are encouraged by the growing dividends generated by these companies, predicated on an expanding asset base. A number of your Company's holdings are benefiting from these trends. Quanta Services is building and commissioning new gas pipelines, Altagas is an owner of natural gas infrastructure and KBR is an engineering and construction company that is working to re-engineer and construct new industrial complexes to use natural gas as a feedstock. Another beneficiary of the increased use of gas in the US has been the environment. In May 2013, the US Energy Information Agency published figures showing that US CO2 emissions have fallen by 12% over the last 5 years, in part due to increased use of natural gas and decreased use of coal. Unquoted investments The Company's unquoted investments, with the exception of LS9, have been written down to a zero valuation (previously valued at £231,000) as the financial statements have been prepared on a liquidation basis. We are in late stage negotiations for the sale of LS9 and it has therefore been valued at its expected realisation price. Prospects Within the New Energy sector, the Company has been positioned to benefit from areas of the market that are experiencing strong near term growth. We continue to be positive on the prospects for the enabling energy and infrastructure sub-sector, certain energy efficiency gas players and natural gas. The natural gas revolution and power grid expansion in the US have sparked an investment up-cycle in energy infrastructure spending that continues to gather momentum. Energy efficiency is benefiting from corporate cost-saving and government legislation to incentivise the adoption of energy efficiency technology. These all appear to be trends that will continue for some years. We remain relatively cautious on the outlook for renewable energy technology companies. While we are encouraged that pricing has stabilised and some companies are undertaking restructuring programmes, underlying profitability still needs to be addressed. It is our view that share prices do not correctly reflect corporate performance in all cases. We will monitor this situation carefully and continue to make selective investments as appropriate. New Energy sector fundamentals have clearly improved over the past year and the long term outlook remains robust. The near term performance of the sector and the Company, though, will likely be predominantly driven by broader macroeconomic events. While some economic risks have receded, many still remain. In particular, we are monitoring the trajectory of US monetary and fiscal policy and efforts by the Chinese government to rebalance the economy, as these events will likely set the tone for equity markets in 2014. Robin Batchelor and Poppy Allonby BlackRock Investment Management (UK) Limited 13 December 2013 Ten largest investments At 31 October 2013 Set out below is a brief description by the Investment Manager of the Company's ten largest investments. Novozymes (5.4% (2012: 5.7%), Denmark, www.novozymes.com) generates over 90% of its revenues from the development, production and distribution of enzymes. Its enzymes are used in the production of detergents, foods and alternative fuels. Through the use of enzymes, the biofuels industry achieves higher yields and thus strengthens its sustainability profile. Novozymes is developing enzymes for use in second generation cellulosic ethanol production. Johnson Controls (5.0% (2012: 4.6%), USA, www.johnsoncontrols.com) is a diversified industrial company operating across three divisions: Building Efficiency, Automotive Experience and Power Solutions. The company is a provider of building control and energy management solutions, as well as a leading manufacturer of advanced batteries used in hybrid and electric vehicles. The company opened the world's first lithium-ion battery manufacturing facility in France in 2008, and their facility in Michigan, USA was the first in the country to produce complete lithium-ion battery cells (2011). ITC Holdings (4.8% (2012: 4.7%), USA, www.itc-holdings.com) is the largest independent electricity transmission company in the US, serving a combined peak load of over 26GW. The company operates power grids across Kansas, Oklahoma, Michigan, Minnesota, Missouri, Illinois and Iowa. Growth in ITC's asset base is being driven by efficiency investments designed to reduce grid losses and by grid expansion focused on absorbing increasing volumes of renewable energy capacity. Schneider Electric (4.4% (2012: 4.2%), France, www.schneider-electric.com) is a leading global player in energy management and a key beneficiary of the growing demand for energy efficiency products. The company currently operates across five divisions (Partner [Power], Infrastructure, Industry, IT, Buildings) and generates over one-third of its revenues from energy efficiency products and solutions. NextEra Energy (4.3% (2012: 4.5%), USA, www.nexteraenergy.com) is a diversified US utility. Its unregulated division is the largest operator of wind farms in North America, with 10.1GW of net installed capacity at the end of 2012. Its regulated business is regarded as one of the cleaner electricity fleets among US utilities, given a high weighting to natural gas as a fuel source. EDP Rénovaveis (4.1% (2012: 3.7%), Portugal, www.edpr.com) is the World's third largest wind energy company, with 8GW of installed capacity at the end of 2012. The company's wind farm capacity is split with around half in Europe (mainly Spain) and half in the US. EDP Rénovaveis has built up a significant project pipeline to support its future capacity expansion plans. Regal Beloit (3.9% (2012: 1.0%), USA, www.regalbeloit.com) produces electric motors, generators, power transmission and other electrical products. Regal Beloit's products help to improve efficiency, embed intelligence and lower system costs. The company's energy efficient products are a key driver of growth. Between 2005 and 2012 energy efficient product sales have grown at a compound annual growth rate of 23%. ABB (3.9% (2012: 3.1%), Switzerland, www.abb.com) is a leader in power and automation technologies which operates across five divisions, including Power Products, Power Systems, Discrete Automation & Motion, Low Voltage Products and Process Automation. ABB's products are used in renewable energy plants (including solar, wind and hydroelectric installations), smart grids and energy efficient solutions. Vestas Wind Systems (3.8% (2012 2.0%), Denmark, www.vestas.com) is the market leader in the manufacture of wind turbines. Vestas products account for 19% of total worldwide wind capacity, it’s main customers are utilities. Over the last 12 months the company has embarked on a restructuring program and replaced the senior management team. Johnson Matthey (3.8% (2012 3.1%), UK, www.matthey.com) is a speciality chemical company underpinned by technology and innovation. A leader in sustainable technologies, emission control technologies account for over half of sales (ex platinum metals). As such the company is a beneficiary of growing climate regulation around the world. All percentages reflect the value of the holding as a percentage of total investments. The percentages in brackets represent the value of the holding as at 31 October 2012. Together, the ten largest investments represents 43.3% of total investments (ten largest investments at 31 October 2012: 41.1%). Sector and Geographical Allocations Sector Allocation as at 31 October % of investments 2013 2012 Enabling Energy & Infrastructure 28.9 33.9 Energy Efficiency 26.0 19.9 Renewable Energy Developers 21.8 22.5 Alternative Fuels 12.6 18.8 Renewable Energy Technology 10.7 4.9 ----- ----- 100.0 100.0 ===== ===== Source: BlackRock. Geographical Allocation as at 31 October % of investments 2013 2012 United States 33.9 37.0 Denmark 9.1 7.6 United Kingdom 8.4 7.1 China 8.1 4.3 France 7.0 6.3 Germany 5.3 3.3 Canada 5.3 8.3 Portugal 4.1 3.7 Switzerland 3.9 3.1 South Africa 2.4 3.1 Ireland 2.4 1.4 Finland 2.4 3.1 Italy 2.3 1.9 Belgium 1.8 1.8 Australia 1.6 1.8 Brazil 1.2 2.0 Japan 0.8 2.6 Spain - 1.6 ----- ----- 100.0 100.0 ===== ===== Source: BlackRock. Investments 31 October 2013 Country Market value % of £'000 Investments Enabling Energy & Infrastructure ITC Holdings USA 5,011 4.8 ABB Switzerland 3,982 3.9 Johnson Matthey UK 3,953 3.8 Transcanada Canada 2,646 2.6 Altagas Canada 2,559 2.5 KBR USA 2,299 2.2 Quanta Services USA 2,201 2.1 General Cable USA 1,989 1.9 Umicore Belgium 1,833 1.8 National Grid UK 1,651 1.6 Kinder Morgan USA 1,560 1.5 Canada Lithium Canada 227 0.2 Azure Dynamics** Canada - - Medis Technologies** USA - - ------ ---- 29,911 28.9 ------ ---- Energy Efficiency Johnson Controls USA 5,226 5.0 Schneider Electric France 4,540 4.4 Regal Beloit USA 4,047 3.9 Air Liquide France 2,699 2.6 Linde Germany 2,500 2.4 Kingspan Ireland 2,439 2.4 Veeco Instruments USA 1,508 1.5 Itron USA 1,296 1.3 EnerNOC USA 1,076 1.0 Azbil Japan 840 0.8 Aixtron Germany 296 0.3 Echelon USA 245 0.2 Vacon Finland 207 0.2 Tantalus Systems** Canada - - ------ ---- 26,919 26.0 ------ ---- Renewable Energy Developers NextEra Energy USA 4,411 4.3 EDP Rénovaveis Portugal 4,262 4.1 SSE UK 2,741 2.7 Enel Green Power Italy 2,400 2.3 Fortum Finland 2,201 2.2 China Suntien Green Energy China 1,988 1.9 China Longyuan Power China 1,942 1.9 Cemig Brazil 1,252 1.2 Ormat Technologies USA 512 0.5 Covanta USA 449 0.4 Greenko* UK 350 0.3 Ram Power Canada 3 - Homeland Renewable Energy** USA - - ------ ---- 22,511 21.8 ------ ---- Alternative Fuels Novozymes Denmark 5,508 5.3 Archer Daniels Midland USA 2,749 2.7 Sasol South Africa 2,475 2.4 Oil Search Australia 1,693 1.6 Clean Energy Fuels USA 460 0.5 LS9** USA 79 0.1 Mascoma** USA - - Mascoma 8% 01/08/2016** USA - - ------ ---- 12,964 12.6 ------ ---- Renewable Energy Technology Vestas Wind Systems Denmark 3,959 3.8 Trina Solar China 3,651 3.6 Wacker Chemie Germany 2,396 2.3 Yingli Green Energy China 746 0.7 SMA Solar Technology Germany 317 0.3 Centrotherm Photovoltaics Germany 27 - Pelamis Wave Power** UK - - ------ ---- 11,096 10.7 ------ ---- Total investments 103,401 100.0 ======= ===== Total investments - fair value 103,401 Realisation costs - estimated disposal costs (828) ------- Total investments - net realisable value 102,573 ======= Application of the liquidation basis of preparation requires net realisable or settlement values to be reflected. The above reconciliation shows this in respect of the investments as at 31 October 2013. * Quoted on AIM. ** Unquoted investment, at Directors' valuation. All investments are in equity shares unless otherwise stated. The number of investments held at 31 October 2013 was 56 (2012: 65). Statement of Comprehensive Income (liquidation basis) for the year ended 31 October 2013 2013 2012 2013 2012 2013 2012 Revenue Revenue Capital Capital Total Total Notes £'000 £'000 £'000 £'000 £'000 £'000 Income from investments held at fair value through profit or loss 3 2,417 2,028 - - 2,417 2,028 Other income 3 8 7 - - 8 7 ------ ------ ------ ------ ------ ------ Total revenue 2,425 2,035 - - 2,425 2,035 ------ ------ ------ ------ ------ ------ Gains/(losses) on investments held at fair value through profit or loss - - 23,011 (5,022) 23,011 (5,022) ------ ------ ------ ------ ------ ------ 2,425 2,035 23,011 (5,022) 25,436 (2,987) ------ ------ ------ ------ ------ ------ Expenses Investment management and performance fees 4 (1,094) (922) - - (1,094) (922) Other expenses 5 (328) (355) (4) - (332) (355) Liquidation costs 5 (418) - - - (418) - ------ ------ ------ ------ ------ ------ Total operating expenses (1,840) (1,277) (4) - (1,844) (1,277) ------ ------ ------ ------ ------ ------ Profit/(loss) before taxation 585 758 23,007 (5,022) 23,592 (4,264) ------ ------ ------ ------ ------- ------ Taxation (246) (144) - - (246) (144) ------ ------ ------ ------ ------- ------ Net profit/(loss) for the year 339 614 23,007 (5,022) 23,346 (4,408) ====== ====== ======= ====== ======= ====== Earnings/(loss) per ordinary share - basic and fully diluted 7 0.14p 0.26p 9.79p (2.14p) 9.93p (1.88p) ====== ====== ======= ====== ======= ====== The total column of this statement represents the Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies ("AIC"). All items in the above statement derive from operations which will continue until such time as the Company commences the realisation of its assets in connection with the Cash Exit Proposals. The Company does not have any other recognised gains or losses. The net profit/ (loss) for the year disclosed above represents the Company's total comprehensive income. Statement of Changes in Equity (liquidation basis) for the year ended 31 October 2013 Called up Share Capital share premium Special redemption Capital Revenue capital account reserve reserve reserves reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 For year ended 31 October 2013 At 31 October 2012 12,799 24,541 175,741 53 (123,827) (5,403) 83,904 Total comprehensive income: Net profit for the year - - - - 23,007 339 23,346 Dividends paid - - (353) - - - (353) Exercise of subscription shares 1 9 - - - - 10 Cancellation of treasury shares (595) - - 595 - - - ------ ------ ------- --- -------- ------ ------- At 31 October 2013 12,205 24,550 175,388 648 (100,820) (5,064) 106,907 ------ ------ ------- --- -------- ------ ------- For year ended 31 October 2012 At 31 October 2011 12,796 24,505 175,741 53 (118,805) (6,017) 88,273 Total comprehensive income: Net (loss)/profit for the year - - - - (5,022) 614 (4,408) Transactions with owners, recorded directly to equity: Exercise of subscription shares 3 36 - - - - 39 ------ ------ ------- --- -------- ------ ------ At 31 October 2012 12,799 24,541 175,741 53 (123,827) (5,403) 83,904 ------ ------ ------- --- -------- ------ ------ Statement of Financial Position (liquidation basis) as at 31 October 2013 2013 2012 Notes £'000 £'000 Non current assets Investments held at fair value through profit or loss - 79,186 ------- ------ Current assets Investments held at fair value through profit or loss (less disposal costs) 102,573 - Other receivables 495 1,323 Cash and cash equivalents 5,839 5,183 ------- ------ 108,907 6,506 ------- ------ Total assets 108,907 85,692 ------- ------ Current liabilities Other payables (1,582) (1,788) Liquidation accruals (418) - ------- ------ (2,000) (1,788) ------- ------ Net assets 106,907 83,904 ======= ====== Equity attributable to equity holders Called up share capital 8 12,205 12,799 Share premium account 24,550 24,541 Special reserve 175,388 175,741 Capital redemption reserve 648 53 Capital reserves (100,820) (123,827) Revenue reserve (5,064) (5,403) ------- -------- Total equity 106,907 83,904 ======= ======== Net asset value per ordinary share - diluted and undiluted 7 45.50p 35.71p ====== ====== Cash Flow Statement (liquidation basis) for the year ended 31 October 2013 2013 2012 £'000 £'000 Operating activities Profit/(loss) before taxation 23,592 (4,264) (Gains)/losses on investments held at fair value through profit or loss including transaction costs (23,011) 5,022 (Increase)/decrease in other receivables (15) 22 Increase in other payables 703 324 Decrease/(increase) in amounts due from brokers 784 (1,062) Decrease in amounts due to brokers (491) (698) Net movement on investments held at fair value through profit or loss (275) 560 Scrip dividends included in investment income (101) (90) ----- ----- Net cash inflow/(outflow) from operating activities before interest and taxation 1,186 (186) ----- ----- Taxation recovered 59 44 Taxation on investment income included within gross income (246) (181) ----- ----- Net cash inflow/(outflow) from operating activities 999 (323) ----- ----- Financing activities Shares issued 10 39 Equity dividends paid (353) - ----- ----- Net cash (outflow)/inflow from financing activities (343) 39 ----- ----- Increase/(decrease) in cash and cash equivalents 656 (284) Cash and cash equivalents at start of year 5,183 5,499 Effect of foreign exchange rate changes - (32) ----- ----- Cash and cash equivalents at end of the year 5,839 5,183 ----- ----- Comprised of: Cash and cash equivalents 5,839 5,183 ----- ----- Total 5,839 5,183 ===== ===== Notes to the Financial Statements 1. Principal activity The principal activity of the Company is that of an investment trust company within the meaning of sub-sections 1158 and 1159 of the Corporation Tax Act 2010. 2. Accounting policies The principal accounting policies adopted by the Company are set out below. (a) Basis of preparation The Company's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006. As a result of the Cash Exit Proposals to be put to shareholders, the Directors have resolved to prepare the financial statements under the liquidation basis. The application of the liquidation basis results in the Company's assets and liabilities being stated at their net realisable or settlement values. Accordingly, adjustments to the value of listed investments have been applied in order to reflect the estimated disposal costs. Other expected costs of liquidation have been provided for. Insofar as the Statement of Recommended Practice ("SORP") for investment trust companies and venture capital trusts, issued by the Association of Investment Companies ("AIC"), revised in January 2009, is compatible with IFRS, the financial statements have been prepared in accordance with guidance set out in the SORP. A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the measurement of the amounts recognised in the financial statements of the Company. However, IFRS 9 "Financial Instruments" issued in November 2009 will change the classification of financial assets, but is not expected to have an impact on the measurement basis of the financial assets since the majority of the Company's financial assets are measured at fair value through profit or loss. IFRS 9 (2009) deals with the classification and measurement of financial assets and its requirements represent a significant change from the existing requirements of IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: at amortised cost and fair value. A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specific dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of "held to maturity", "available for sale" and "loans and receivables". The standard is effective for annual periods beginning on or after 1 January 2015 and it is not expected that the current fair value measurement basis applied will be impacted. Earlier application is permitted. The Company does not plan to early adopt this standard. IFRS 10 Consolidated Financial Statements (effective 1 January 2014) establishes a single control model that applies to all entities including special purpose entities. IFRS 11 Joint Arrangements (effective 1 January 2014) removes the option to account for jointly controlled entities using proportionate consolidation. IFRS 12 Disclosure of Involvement with Other Entities (effective 1 January 2014) now requires additional disclosures that relate to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. IFRS 10, 11 and 12 are not relevant for the Company as it does not prepare consolidated financial statements and holds no interests in joint arrangements. IFRS 13 Fair Value measurement (effective 1 January 2013) establishes a single source of guidance under IFRS for all fair value measurements. It does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Company has assessed the impact that this standard will have on the financial position and performance and concluded it is unlikely to result in changes to the fair value measurement techniques currently in place. (b) Presentation of the Statement of Comprehensive Income In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and a capital nature has been presented alongside the Statement of Comprehensive Income. In accordance with the Company's Articles of Association, net capital returns may not be distributed by way of a dividend. (c) Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. (d) Income Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the year. Provision is made for any dividends not expected to be received. Special dividends are treated as a capital receipt or revenue receipt depending on the facts or circumstances of each particular case. Interest income is accounted for on an accruals basis. Option premium income, if any, is recognised as revenue and included in the revenue column of the Statement of Comprehensive Income unless the option has been written for the maintenance and enhancement of the Company's investment portfolio and represents an incidental part of a larger capital transaction, in which case any premium arising is allocated to the capital column of the Statement of Comprehensive Income. (e) Expenses All expenses, including finance costs, are accounted for on an accruals basis. Expenses have been treated as revenue except as follows: - expenses which are incidental to the acquisition or sale of an investment are included within the cost or netted from the sales proceeds of the investment. - expenses are treated as capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. - performance fees, if any, are paid out of capital. To satisfy the requirements of the liquidation basis of financial statement preparation, estimates for costs of liquidation and in relation to the realisation of the Company's assets have been made. (f) Taxation Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise. Provision for the doubtful recovery of withholding tax and estimates for taxes associated with the realisation of the Company's investments have been made under the liquidation basis. (g) Investments held at fair value through profit or loss The Company's investments are classified as held at fair value through profit or loss in accordance with IAS 39 - 'Financial Instruments: Recognition and Measurement' and are managed and evaluated on a fair value basis in accordance with its investment strategy. All investments are designated upon initial recognition as held at fair value through profit or loss. Purchases of investments are recognised on a trade date basis. The sales of assets are recognised at the trade date of the disposal. Proceeds are measured at fair value, which is regarded as the proceeds of sale less any transaction costs. The fair value of the financial instruments is based on their quoted bid price at the balance sheet date, without deduction for the estimated future selling costs. Unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Guidelines based on recommendations by the BlackRock Pricing Committee. This policy applies to all current and non-current asset investments held by the Company. In preparing the financial statements on the liquidation basis, an adjustment to the value of the investments for estimated disposal costs has been made. Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Statement of Comprehensive Income as "Gains or losses on investments held at fair value through profit or loss". Also included within this heading are transaction costs in relation to the purchase or sale of investments. (h) Other receivables and payables Other receivables and other payables do not carry any interest and are short term in nature, and are accordingly stated at their nominal value. (i) Foreign currency translation The Company's financial statements are presented in sterling which is the currency of the primary economic environment in which it operates. Transactions involving foreign currencies are converted at the rate ruling at the date of the transaction. Foreign currency monetary assets and liabilities are translated into sterling at the rate ruling on the balance sheet date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income as a revenue or capital item depending on the income or expense they relate to. (j) Dividends payable Under IFRS, final dividends, if any, are only recognised as a liability after they have been approved by shareholders. Special dividends and/or interim dividends are recognised when paid to shareholders. They are also debited directly to reserves. (k) Cash and cash equivalents Cash comprises cash in hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. (l) Bank borrowings Finance charges relating to the Company's overdraft facility are accounted for on an accruals basis in the Statement of Comprehensive Income. 3. Income 2013 2012 £'000 £'000 Investment income: Overseas listed dividends 2,027 1,525 Fixed interest 3 4 UK listed dividends 286 409 Scrip dividends 101 90 ----- ----- 2,417 2,028 ------ ----- Other income: Deposit interest 8 7 ----- ----- 8 7 ----- ----- Total 2,425 2,035 ===== ===== 4. Investment management and performance fees 2013 2012 £'000 £'000 Investment management fee 1,094 922 ===== ==== The investment management fee is levied quarterly, based on the gross assets on the last day of each quarter, and is charged wholly to the revenue column of the Statement of Comprehensive Income. There was no performance fee accrued at 31 October 2013 (2012: nil). 5. Other expenses 2013 2012 £'000 £'000 Custody fee 19 21 Auditor's remuneration: - audit services 23 21 - other non-audit services* 6 6 Directors' emoluments 88 80 Registrar's fee 35 34 Other administrative costs 157 193 ---- ---- 328 355 ==== ==== The Company's ongoing charges, calculated as a percentage of average net assets and using operating expenses and taxation, excluding finance costs. 1.4% 1.5% ==== ==== * Other non-audit services relate to the review of the half yearly financial statements. Liquidation costs 2013 2012 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Liquidation costs 418 - 418 - - - ---- ---- ----- ---- ---- ---- 418 - 418 - - - ==== ==== ===== ==== ==== ==== Further to the Cash Exit Proposals and the decision to prepare the Financial Statements on a liquidation basis, the above are best estimates of the expenses that may necessarily be incurred on liquidation. 6. Dividends The Directors have declared an interim dividend of 0.225p per ordinary share (2012: final dividend of 0.15p per share). The dividend will be paid on 24 January 2014, to shareholders on the Company's register on 27 December 2013. The total dividend proposed in respect of the year ended 31 October 2013 meets the requirements of section 1158 of the Corporation Tax Act 2010 and section 833 of the Companies Act 2006. 2013 2012 £'000 £'000 Dividend payable on equity shares: Interim dividend of 0.225p* per ordinary share (2012: final dividend of 0.15p per share) 529 353 --- ---- 529 353 --- ---- * Based on 234,988,568 ordinary shares in issue on 13 December 2013. 7. Return and net asset value per ordinary share Revenue and capital returns per share are shown below and have been calculated using the following: 2013 2012 Net revenue return attributable to ordinary shareholders (£'000) 339 614 Net capital return/(loss) attributable to ordinary shareholders (£'000) 23,007 (5,022) ------ ------ Total return/(loss) attributable to ordinary shareholders (£'000) 23,346 (4,408) ====== ====== Equity shareholders' funds (£'000) 106,907 83,904 ------- ------ The weighted average number of ordinary shares in issue during each year on which the return per ordinary share was calculated was: 234,973,978 234,930,940 The actual number of ordinary shares in issue at the end of the year on which the net asset value was calculated was: 234,985,619 234,968,732 The number of ordinary shares in issue at the end of the year on which the diluted net asset value was calculated was: 234,985,619 234,968,732 Actual number of subscription shares in issue at the year end 45,614,192 45,631,079 Undiluted Revenue return per share 0.14p 0.26p Capital return/(loss) per share 9.79p (2.14p) ------ ------ Total return/(loss) per share 9.93p (1.88p) ====== ====== Net asset value per share 45.50p 35.71p ====== ====== To the extent that the Company's NAV is in excess of the exercise price, the subscription shares are considered to be dilutive. The diluted net asset value per share is calculated by adjusting equity shareholders' funds for consideration receivable on the exercise of 45,614,192 subscription shares, at exercise price of 59.00p, and dividing by the total number of shares that would have been in issue as at 31 October 2013 had all the subscription shares been exercised. There was no dilution for the year ended 31 October 2013. 8. Called up share capital Total Ordinary Subscription Treasury shares Nominal shares shares shares in value (Nominal) (Nominal) (Nominal) issue £'000 Allotted, called up and fully paid share capital comprised: Ordinary shares of 5p each: At 1 November 2012 234,968,732 - 11,900,000 246,868,732 12,343 Cancellation of shares held in treasury - - (11,900,000) (11,900,000) (595) ----------- ---------- ---------- ----------- ------ 234,968,732 - - 234,968,732 11,748 Subscription shares of 1p each: At 1 November 2012 - 45,631,079 - 45,631,079 456 Conversion of subscription shares into ordinary shares 16,887 (16,887) - - 1 ----------- ---------- -------- ----------- ------ At 31 October 2013 234,985,619 45,614,192 - 280,599,811 12,205 =========== ========== ======== =========== ====== During the year the Company issued 16,887 ordinary shares following the conversion of 16,887 subscription shares. Since the year end and up to the date of this report, the Company has issued a further 2,949 ordinary shares following the conversion of 2,949 subscription shares. The number of ordinary shares in issue at the date of this report is 234,988,568. There are also 45,611,243 subscription shares in issue. The subscription shares were issued as a bonus issue to ordinary shareholders on 15 July 2009, on the basis of one subscription share for every five ordinary shares. The ordinary shares (including new ordinary shares issued as a result of the exercise of subscription share rights prior to the relevant record date) carry the right to receive any dividends and have one voting right per ordinary share. There are no restrictions on the voting rights of the ordinary shares or on transfer of the shares. The subscription shares do not carry the right to receive any dividends and do not have any voting rights other than at class meetings. There are no restrictions on the transfer of the subscription shares. During the year all the shares held in treasury were cancelled. 9. Contingent liabilities There were no contingent liabilities at 31 October 2013 (2012: nil). 10. Publication of non-statutory accounts The financial information contained in this announcement does not constitute statutory accounts as defined in the Companies Act 2006. The Annual Report and Financial Statements for the year ended 31 October 2013 will be filed with the Registrar of Companies shortly. The figures set out above have been reported upon by the Auditor, whose report for the year ended 31 October 2013 contains no qualification or statement under section 498(2) or (3) of the Companies Act 2006. The comparative figures are extracts from the audited financial statements of BlackRock New Energy Investment Trust plc for the year ended 31 October 2012, which have been filed with the Registrar of Companies. The report of the Auditor on those financial statements contained no qualification or statement under section 498 of the Companies Act. 11. Annual Report Copies of the Annual Report will be published shortly and will be available from the registered office, c/o The Company Secretary, BlackRock New Energy Investment Trust plc, 12 Throgmorton Avenue, London EC2N 2DL. 12. Annual General Meeting The Annual General Meeting of the Company will be held at the offices of BlackRock Investment Management (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL on Thursday, 6 February 2014 at 12.00 noon. ENDS The Annual Report will also be available on the BlackRock Investment Management website at www.blackrock.co.uk/brne. Neither the contents of the Investment Manager's website nor the contents of any website accessible from hyperlinks on the Investment Manager's website (or any other website) is incorporated into, or forms part of, this announcement. For further information please contact: Simon White, Managing Director, Investment Company Division - 020 7743 5284 Robin Batchelor, Fund Manager - 020 7743 2618 Poppy Allonby, Fund Manager - 020 7743 2369 BlackRock Investment Management (UK) Ltd Henrietta Guthrie, Lansons Communications - 020 7294 3612 12 Throgmorton Avenue London EC2N 2DL 13 December 2013
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