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BARING EMERGING EUROPE PLC - Half-yearly Report

Friday, May 3, 2013 5:54 AM


Baring Emerging Europe PLC

Half Year Report

for the six months ended 31 March 2013

Contents
Investment Objective                                                          2
Financial Highlights                                                          2
Performance                                                                   2
The Investment Manager                                                        2
Chairman's Statement                                                          3
                                                                               
Report of the Investment Manager                                           

4-6

Twenty Largest Equity Holdings                                             
  7
Income Statement                                                            8-9
Balance Sheet                                                                10
                                                                               
Reconciliation of Movement in                                              
 11
Shareholders' Funds
Cashflow Statement                                                           12
Notes to Half Year Report                                                 

13-14

Interim Management Report                                                  
 15
Directors and Officers                                                       16
Share Price                                                                  16

Investment objective
The investment objective is to achieve long-term capital growth, principally
through investment in securities listed on or traded on an Emerging European
securities market or in securities of companies listed or traded elsewhere,
whose revenues and/or profits are, or are expected to be, derived from
activities in Emerging Europe.

Financial highlights
                               31 March            31 March        30 September
                                   2013                2012                2012
Shareholders' funds             190,972             205,955             189,203
(£000)
Net asset value                 880.95p             796.04p             776.34p
("NAV") per share
Share price                     786.00p             738.50p             703.00p
Discount of share                 10.8%                7.2%                9.4%
price to NAV
                       Six months to 31    Six months to 31       Year ended 30
                                  March               March           September
                                   2013                2012                2012
Total return per                109.39p             108.89p              95.77p
share
Dividend per share*                   -                   -              16.00p

Performance (total return basis)

                       Six months to 31    Six months to 31       Year ended 30
                                  March               March           September
                                   2013                2012                2012
Net asset value per             +15.1%*             +15.1%*             +11.3%†
share
Benchmark#                       +11.5%              +16.2%              +13.8%
Share price†                     +14.2%              +17.4%              +11.7%

#The benchmark is the MSCI EM Europe 10/40 Index.

†Source: AIC using Morningstar.

*Source: Barings.

The Investment Manager

The Investment Manager is Baring Asset Management Limited which is authorised and regulated by the Financial Conduct Authority.

Chairman's statement
Dear Shareholder,
Performance
The Net Asset Value per share of your Company rose by 15.1% on a total return
basis during the first half of the fiscal year. During the same period, the
Company's benchmark rose by 11.5%. This is a very good result in both absolute
and relative terms and reflects good stock selection across the portfolio by
Matthias Siller, your fund manager. It is rewarding to see the long term
approach Matthias takes beginning to bear fruit. It is worth noting that the
portfolio by country outperformed each of its local markets.
In a competitive sense, BEE continues to do well in its peer group. In the
Morningstar Emerging Europe universe, the Company ranks 4 out of 56 funds over
the half year, while in the longer term, it ranks 11 out of 49 on a five year
view.
Discount Management
During the equivalent period last year, the Company conducted a tender offer to
buy shares back at a 3% discount to the then NAV. This year has been quieter,
but despite the good performance, the Company has continued to see sellers of
its shares and has bought back a relatively large amount of stock. During the
period, 2,693,000 shares were bought back for cancellation, at a total cost of
£19,481,000 or just over £7.23 on average. These shares were bought at an
average discount of 11.2%, adding approximately 11 pence to NAV per share. The
shares closed the half year on a discount of 10.8%. During the half year, the
average discount was 10.4%. Your Board remains committed to a strong discount
management policy and this is reflected in low discount volatility.

Annual Dividend

At the Annual General Meeting held on 9 January 2013 shareholders approved the
payment of an annual dividend in respect of the financial year ended 30
September 2012 of 16p per share on 1 February 2013 to members on the register
at the close of business on 14 December 2012.

Outlook

World markets have been strong over the last six months as investors have added
risk to portfolios in the expectation that interest rates will remain low for
longer than looked the case in the middle of last year. This reflects the
weakness of economic activity in the EU and to a lesser extent the US, a
sluggishness that inevitably takes its toll in Emerging Europe as well. Within
the region, markets performed well in the last quarter of last year but have
struggled in 2013 so far, with the weakness of sterling contributing
significantly to the sterling returns earned by BEE. Nevertheless, as Matthias
explains in his report later, there are more and more opportunities to invest
in the rapidly growing sectors exposed to domestic consumption across our
region, and at valuations which remain amongst the lowest of all world markets.
Steven Bates
Chairman
3 May 2013

Report of the Investment Manager

for the half year ended 31 March 2013

Performance

Against the backdrop of rising global equity markets, your Company posted an
increase of 15.1% in its NAV in Sterling terms, while the benchmark rose by
11.5%. Performance attribution from stock selection was strong, and contributed
positively to performance in every one of the five countries in the benchmark.

The portfolio's positioning assumed a subdued global growth environment, falling interest rates and a robust domestic economic backdrop in Russia and Turkey. Against the backdrop of a relatively weak global economy, Emerging European countries found themselves responding differently to the economic cycle during the period.

The small, open economies of Central Europe were affected by lower German
economic growth rates as Germany is their main trading partner. As a result,
the economies of Hungary and the Czech Republic effectively stalled. While 2013
might bring some relief in the form of reviving fixed capital investment, the
tight budgetary situation rules out any major fiscal stimulus, in our view.
Poland, the largest Central European economy, had been outperforming a sluggish
European growth environment for years as strong domestic demand and rapid
absorption of European Union infrastructure subsidies supported slightly better
growth rates. This superior growth profile has deteriorated rapidly over the
past six months, as major infrastructure investment projects have been finished
and the booming real estate market has cooled markedly. Household credit
demand, a significant contributor to economic growth in the past, has ground to
a halt.
The Turkish economy, on the other hand, showed signs of accelerating growth
despite the authorities taking some of the heat out of the economy.
Impressively, almost all of the 2.7% economic growth achieved in 2012 stems
from a very strong export performance, as Turkish companies have successfully
been building market share in new markets in the Middle East and Africa. The
chronic current account deficit, traditionally the country's achilles heel,
improved visibly on the back of this growth in exports while falling commodity
prices also helped to reduce Turkey's import bill. On the political front,
Prime Minister Erdogan's push for reconciliation with the Kurdish minority
presents an historic opportunity for the country to put an end to a costly,
decade-long conflict and opens growth opportunities for Turkish businesses
inside that region of Turkey and, equally importantly, in the oil rich,
Kurd-dominated region in Northern Iraq.
While Russia's economy performed best of all regional economies in 2012, it
started showing signs of a slowdown as the year progressed. Household spending
and credit creation, the pillars of the recent economic expansion, have begun
to slow and industrial production has been negatively affected by falling
commodity prices. The fiscal expansion that accompanied the Presidential
election of 2012 and bolstered wage growth, cannot easily be reproduced this
year. With the Russian Central Bank determined to strengthen its inflation
fighting credentials, Russian monetary policy has remained remarkably tight -
and short-term interest rates therefore relatively high - in an environment
where they are moving lower elsewhere around the world.

Activity

Exposure to the materials sector has been further reduced since we last
reported, and limited to cash generative, high dividend yielding growth
companies. In particular, Gazprom's plans for an investment in Russia's Eastern
gas pipeline to the Sea of Japan are unlikely to yield attractive returns for
its shareholders in our view and as a result we have reduced our position in
the stock to a pronounced underweight position relative to the benchmark. The
sale of BP-TNK (a joint venture of BP and Russia's AAR) to state oil champion
Rosneft which was agreed in October 2012 signals the growing influence of the
Russian state in business and more particularly, of Rosneft's chairman and
"Energy Tsar" Igor Sechin. Your Company decided to sell its BP-TNK position
soon after the deal was announced. This move was vindicated five months later
when Rosneft announced plans to distribute the substantial amount of cash on
TNK's accounts via a debt facility rather than via dividends, moving sharply
against the interests of minority shareholders.
The banking sector remains our preferred avenue to access domestic growth and
the expansion of household wealth in the region. The sector benefits from
particularly favourable growth dynamics, robust balance sheets, ample liquidity
and attractive share price valuations. Outside the financial sector, exposure
to Russian domestic demand growth is now mainly achieved through investments in
retail and healthcare, where we participated in the initial public offering of
MD Medical Group, a group of private hospitals in Russia specialising in
women's and children's healthcare. In Turkey we added to economically sensitive
consumer exposure by investing into Vakif Bank and the refiner Tupras, while we
sold our holding in BIM, the county's leading "no frills" discount supermarket.
Dogus Otomotiv Servis, the exclusive distributor of Volkswagen cars, exceeded
expectations on the back of substantial market share gains and surprised
investors positively with a dividend increase. The stock gained 90% in USD
terms over the last 6 months, making it the best performing stock in the
portfolio.
The utility sector remains a major underweight across the portfolio in the
light of what we regard as considerable regulatory risk, indecisive governments
and feeble electricity demand growth. The main exception to this scenario is
Turkey, where high electricity prices, strong demand growth and a determined
government policy have led to successful privatisations and fresh investment.
In the Telecom, Media and Technology sector, we mainly focus on Russia and
avoid Central European fixed line operators. The holding in Turkcell, the
largest Turkish mobile operator, was sold after the resolution of a lingering
shareholder conflict propelled the stock to our price target while we invested
in attractively valued Russian technology and internet stocks that benefit from
a highly skilled labour force and online advertising growth.
Your Company's allocation to the Polish stock market was reduced markedly as
strong performance pushed the portfolio's top picks, copper miner KGHM Polska
and insurer PZU, to their respective price targets. We believe that the sharp
drop in Polish long term interest rates is partially responsible for this
development as both companies pay high dividend yields.
Overall, the sharp decline in government bond yields globally over the past six
months and the effect of substantial asset flows into corporate bonds have led
to a pronounced fall in risk free rates across the region, further supporting
the valuation argument for Emerging European equities. These developments have
led to increased demand for shares of companies featuring strong cash flow
generation, growth opportunities and healthy dividends. We are encouraged to
see that dividend policy and corporate governance in general have moved higher
up the agenda for management teams and majority shareholders across the region,
a development that is particularly important in the wake of the substantial
privatisation plans in Russia.

Outlook

While the global economy shows encouraging signs we still believe that the background will remain one of subdued economic activity. Under these circumstances we believe our approach of running a broadly diversified portfolio of reasonably priced, high quality growth stocks is the key to unlocking the attractive return potential of the region's equity markets, which remain the cheapest globally.

As we look forward from here, we believe that your Company is well placed to take advantage of the opportunities the region offers - vast resources, underleveraged consumers, and superior economic growth at attractive valuations.

Baring Asset Management Limited

10 April 2013

Twenty largest equity holdings

Equity portfolio

The Company's twenty largest equity holdings at 31 March 2013, is set out in
the following table:
              Holding           Primary country  Market value £     % of equity
                                of listing or               000       portfolio
                                investment
1             Lukoil Holdings   Russia                   21,117            11.3
2             Sberbank          Russia                   20,718            11.1
3             Gazprom           Russia                   12,024             6.5
4             Tupras            Turkey                    8,938             4.8
5             Halk Bank         Turkey                    8,570             4.6
6             Novatek           Russia                    8,422             4.5
7             Mobile            Russia                    7,904             4.2
              Telesystems
8             VTB Bank          Russia                    7,347             3.9
9             Rosneft           Russia                    6,095             3.3
10            Norilsk Nickel    Russia                    5,991             3.2
11            Vakif Bank        Turkey                    5,911             3.2
12            Magnit            Russia                    5,857             3.1
13            PZU               Poland                    5,598             3.0
14            Dogus Otomotiv    Turkey                    5,015             2.7
              Servis
15            Surgutneftegas    Russia                    4,373             2.3
16            Sistema           Russia                    4,312             2.3
17            Bank Zachodni WBK Poland                    4,078             2.2
18            KGHM Polska       Poland                    3,606             2.0
19            OTP Bank          Hungary                   3,446             1.9
20            PKO BP            Poland                    3,062             1.7
                                                        152,384            81.8
              Other holdings                             33,811            18.2
              Total investments                         186,195           100.0

Income statement

(incorporating the Revenue Account*) for the six months to 31 March 2013

                   (Unaudited) (Unaudited) (Unaudited) (Unaudited) 

(Unaudited) (Unaudited) (Audited) (Audited) (Audited)

                   Six months  Six months  Six months  Six months  Six months  Six months  Year      Year      Year
                   to 31 March to 31 March to 31 March to 31 March to 31

March to 31 March ended 30 ended 30 ended 30

                   2013        2013        2013        2012        2012        2012        September September September
                                                                                           2012      2012      2012
                   Revenue     Capital     Total       Revenue     Capital     Total       Revenue   Capital   Total
             Notes £000        £000        £000        £000        £000        £000        £000      £000      £000
Gains on           -           25,388      25,388      -           35,228      35,228      -         22,598    22,598
investments
held at fair
value
through
profit or
loss
Income             772         -           772         199         -           199         7,994     -         7,994
Investment         (764)       -           (764)       (894)       -           (894)       (1,641)   -         (1,641)
management
fee
Other              (483)       -           (483)       (427)       -           (427)       (976)     -         (976)
expenses
Net return         (475)       25,388      24,913      (1,122)     35,228      34,106      5,377     22,598    27,975
before
finance
costs and
taxation
Finance            (17)        -           (17)        (7)         -           (7)         (27)      -         (27)
costs
Return on          (492)       25,388      24,896      (1,129)     35,228      34,099      5,350     22,598    27,948
ordinary
activities
before
taxation
Taxation           (35)        -           (35)        (28)        -           (28)        (755)     -         (755)
Return             (527)       25,388      24,861      (1,157)     35,228      34,071      4,595     22,598    27,193   
attributable
to ordinary
shareholders
Return per   7     (2.32)p     111.71p     109.39p     (3.70)p     112.59p 
   108.89p     16.18p    79.59p    95.77p
ordinary
share

*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 during the period.

The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies.

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.

Balance sheet
as at 31 March 2013
                            (Unaudited)        (Unaudited)           (Audited)
                                     At                 At                  At
                               31 March           31 March        30 September
                                   2013               2012                2012
                                   £000               £000                £000
Non current assets
Investments at fair             186,195            203,683             188,293
value through profit
or loss
Current assets
Debtors                           1,004                 54               3,103
Cash at bank and in               4,257              2,622                 509
hand
                                  5,261              2,676               3,612
Current liabilities
Creditors: amounts                (484)              (404)             (2,702)
falling due within
one year
Net current assets                4,777              2,272                 910
Total net assets                190,972            205,955             189,203
Capital and reserves
Called-up share                   2,500              2,920               2,769
capital
Share premium                     1,411              1,411               1,411
account
Capital reserve                 181,895            198,492             175,988
Redemption reserve                2,288              1,868               2,019
Revenue reserve                   2,878              1,264               7,016
Total equity                    190,972            205,955             189,203
shareholders' funds
Net asset value per             880.95p            796.04p             776.34p
share

Reconciliation of movement in shareholders' funds

                 Called-up Share
                 share     premium Special Capital  Redemption Revenue
(Unaudited)      capital   account reserve reserve  reserve    reserve Total
For the six      £000      £000    £000    £000     £000       £000    £000
months ended 31
March 2013
At 30 September  2,769     1,411   -       175,988  2,019      7016    189,203
2012
Return for the   -         -       -       25,388   -          (527)   24,861
six months to 31
March 2013
Buyback of own   -         -       -       (19,481) -          -       (19,481)
shares for
cancellation
Transfer to      (269)     -       -       -        269        -       -
capital
redemption
reserve
Dividends paid   -         -       -       -        -          (3,611) (3,611)
Balance at 31    2,500     1,411   -       181,895  2,288      2,878   190,972
March 2013
                 Called-up Share
                 share     premium Special Capital  Redemption Revenue
(Unaudited)      capital   account reserve reserve  reserve    reserve Total
For the six      £000      £000    £000    £000     £000       £000    £000
months ended 31
March 2012
At 30 September  3,630     1,411   1,252   218,205  1,158      5,664   231,320
2011
Return for the   -         -       -       35,228   -          (1,157) 34,071
six months to 31
March 2012
Buyback of own   -         -       (1,252) (54,241) -          -       (55,493)
shares for
cancellation
Transfer to      (710)     -       -       -        710        -       -
capital
redemption
reserve
Tender Offer     -         -       -       (700)    -          -       (700)
costs
Dividends paid   -         -       -       -        -          (3,243) (3,243)
Balance at 31    2,920     1,411   -       198,492  1,868      1,264   205,955
March 2012
                 Called-up   Share
                     share premium Special  Capital Redemption Revenue
(Audited)          capital account reserve  reserve    reserve reserve    Total
For the year          £000    £000    £000     £000       £000    £000     £000
ended 30
September 2012
At 30 September      3,630   1,411   1,252  218,205      1,158   5,664  231,320
2011
Return for the           -       -       -   22,598          -   4,595   27,193
year to 30
September 2012
Buyback of own           ­       - (1,252) (64,175)          -       - (65,427)
shares for
cancellation
Transfer to          (861)       -       -        -        861       -        -
capital
redemption
reserve
Tender Offer             -       -       -    (640)          -       -    (640)
costs
Dividends paid           -       -       -        -          - (3,243)  (3,243)
Balance at 30        2,769   1,411       -  175,988      2,019   7,016  189,203
September 2012
Cashflow statement

for the six months to 31 March 2013

                                      (Unaudited)    (Unaudited)     (Audited)
                                       Six months     Six months    Year ended
                                      to 31 March    to 31 March  30 September
                                             2013           2012          2012
                       Notes                 £000           £000          £000
Operating activities
Income received from                        1,475            766         7,818
investments
Investment management                       (764)          (894)       (1,641)
fees paid
Other cash payments                         (327)          (457)       (1,081)
Net cash inflow/       6                      384          (585)         5,096
(outflow) from
operating activities
Servicing of finance
Interest paid                                (17)            (7)          (27)
Taxation
Overseas tax paid                            (35)           (28)         (755)
Financial investment
Purchases of                             (41,300)       (74,977)     (112,372)
investments
Sales of investments                       67,808        134,676       172,524
Net cash inflow from                       26,508         59,699        60,152
financial investment
Equity dividends paid                     (3,611)        (3,243)       (3,243)
Net cash inflow before                     23,229         55,836        61,223
financing
Financing
Buyback of ordinary                      (19,481)       (56,194)      (63,694)
shares
Net cash outflow from                    (19,481)       (56,194)      (63,694)
financing
Increase/(decrease) in                      3,748          (358)       (2,471)
cash

Notes to the half year report

1. Accounting policies

These financial statements have been prepared in accordance with applicable
United Kingdom Accounting Standards and with the Statement of Recommended
Practice "Financial Statements of Investment Trust Companies and Venture
Capital Trusts" (issued in January 2009). The accounting policies applied to
this half year report are consistent with those applied in the accounts for
the
year ended 30 September 2012.
2. Dividend

No dividend is payable in respect of the six months to 31 March 2013.

Consideration will be given to an annual dividend in respect of the year ended 30 September 2013 at a Board meeting to be held in November 2013. An announcement will be made shortly after that meeting.

3. Comparative information

The figures and financial information for the year ended 30 September 2012 are
an extract from the latest published accounts and do not constitute statutory
accounts. Full accounts for that period have been delivered to the Registrar of
Companies and included the report of the auditors which was unqualified and did
not contain a statement under Section 498 of the Companies Act 2006.

The half year report for the six months ended 31 March 2013 and for the six months ended 31 March 2012 have been neither audited nor reviewed by the auditors.

4. Shares in issue

As at 31 March 2013 there were 21,678,043 ordinary shares of 10p each in issue
(30 September 2012: 24,371,043 and 31 March 2012: 25,872,543) which excludes
3,318,207 ordinary shares held in treasury (30 September 2012: 3,318,207 and 31
March 2012: 3,318,207) and treated as not being in issue when calculating the
net asset value per share. Shares held in treasury are non-voting and not
eligible for receipt of dividends. During the period 2,693,000 ordinary shares
were bought back to be cancelled at a cost of £19,481,000. A further 100,000
ordinary shares were bought back to be cancelled at a cost of £772,000 since
31 March 2013 to the date of this report.

5. Taxation

The taxation charge of £35,000 (30 September 2012: £755,000; and 31 March 2012: £28,000) relates to irrecoverable overseas taxation.

6. Reconciliation of total return on ordinary activities before finance costs and taxation to net cash inflow/(outflow) from operating activities

                              (Unaudited)        (Unaudited)          (Audited)
                               Six months         Six months               Year
                                    ended              ended              ended
                                 31 March           31 March       30 September
                                     2013               2012               2012
                                     £000               £000               £000
Net revenue return                 24,913             34,106             27,975
before finance costs
and taxation
Net capital return               (25,388)           (35,228)           (22,598)
before finance costs
and taxation
Decrease/(increase) in                703                567              (175)
accrued income
Increase/(decrease) in                156               (30)              (106)
sundry creditors
Net cash inflow/                      384              (585)              5,096
(outflow) from
operating activities

7. Return per ordinary share

The total return per ordinary share is based on the return on ordinary
activities after taxation of £24,861,000 (six months ended 31 March 2012: £
34,071,000; and year ended 30 September 2012: £27,193,000) and on a weighted
average of 22,726,252 ordinary shares in issue during the six months ended 31
March 2013 (six months ended 31 March 2012: weighted average of 31,287,414
ordinary shares in issue; and year ended 30 September 2012: weighted average of
28,393,596 ordinary shares in issue).

Interim management report

The Company is required to make the following disclosures in its half year report:

Principal risks and uncertainties

The Board believes that the principal risks and uncertainties faced by the Company continue to fall under the following broad categories:

• Investment and strategy.

• Accounting, legal and regulatory.

• Loss of investment team or investment manager.

• Discount.

• Corporate governance and shareholder relations.

• Operational.
• Financial.
• Future developments.

Information of each of these is given in the Report of the Directors in the Annual Report for the year ended 30 September 2012.

Related party transactions

The Investment Manager is regarded as a related party and details of the
management fee payable during the six months ended 31 March 2013 is shown in
the Income Statement on pages 8 and 9. There have been no other related party
transactions during the six months ended 31 March 2013.

Directors' responsibility statement

The Directors are responsible for preparing the half-yearly financial report,
in accordance with applicable law and regulations. The Directors confirm that,
to the best of their knowledge:
• The condensed set of financial statements within the half-yearly financial
report has been prepared in accordance with the Accounting Standards Board's
statement "Half-Yearly Financial Reports"; and
• The Interim Management Report includes a fair review of the information
required by 4.2.7R (indication of important events during the first six months
of the year) and 4.2.8R (disclosure of related party transactions and changes
therein) of the FCA's Disclosure and Transparency Rules.

For and on behalf of the Board

Steven Bates
Chairman
3 May 2013


Directors and officers
Directors
Steven Bates, Chairman
Josephine Dixon
Saul Estrin
Jonathan Woollett
Ivo Coulson

Secretary
M. J. Nokes, F.C.A.

Registered office
155 Bishopsgate
London EC2M 3XY

Company number
4560726

Investment Manager

Baring Asset Management Limited

155 Bishopsgate
London EC2M 3XY
Telephone: 020 7628 6000
Facsimile: 020 7638 7928

Auditor
KPMG Audit Plc
15 Canada Square
London E14 5GL

Custodian

State Street Bank & Trust Company Limited

20 Churchill Place
Canary Wharf
London E14 5HJ

Administrator

Northern Trust Global Services Limited

50 Bank Street
Canary Wharf
London E14 5NT
Telephone: 0207 982 2000

Registrars and transfer office

Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Telephone: 0871 664 0300 (calls cost 10p per minute plus network extras)

Overseas: +44 208 639 3399

Email: ssd@capitaregistrars.com


Website
www.bee-plc.com


Share Price

The ordinary share price of the Company is quoted in the Financial Times under the heading "Investment Companies" in the "London Share Service" section.

Baring Asset Management Limited

155 Bishopsgate
London EC2M 3XY
Telephone: 020 7628 6000

(Authorised and regulated by the Financial Conduct Authority)

www.barings.com

Registered in England and Wales no: 02915887

Registered office as above.

(Source: PR Newswire )
(Source: Quotemedia)

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