Final Results

BlackRock Throgmorton Trust plc
Annual Report 30 November 2015

Performance record

Financial Highlights

	As at  30 November 2015	As at  30 November 2014	Change  %
Assets
Net assets (£’000)	286,343	235,455	+21.6
Net asset value per share	391.55p	321.97p	+21.6
– with income reinvested			+23.2
Ordinary share price (mid-market)	339.50p	270.00p	+25.7
– with income reinvested			+27.7
Numis Smaller Companies excluding AIM (excluding Investment Companies) Index	17,086.77	15,272.50	+11.9

	As at  30 November 2015	As at  30 November 2014	Change  %
Revenue
Net revenue return after taxation (£’000)	5,911	3,797	+55.7
Revenue return per ordinary share	8.08p	5.19p	+55.7
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Dividends
– Interim	1.10p	0.80p	+37.5
– Final	5.60p	3.60p	+55.6
	--------	--------	--------
Total dividends paid and payable in respect of the year ended 30 November	6.70p	4.40p	+52.3
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OVERVIEW AND PERFORMANCE

HISTORICAL RECORD

ASSETS
 

Year to  30 November	Equity  shareholders’ funds £m	NAV  per share p	Total  return %	Mid-market  price per share p
2015	286.3	391.6	+23.2	339.5
2014	235.5	322.0	-1.1	270.0
2013	240.8	329.2	+40.1	290.0
2012	174.1	238.0	+19.4	193.3
2011	147.8	202.1	-3.9	170.0
2010	127.3	212.8	+51.7	163.0
2009	106.9	144.3	+63.7	115.8
2008	77.0(1)	93.5	-51.4(3)	62.8
2007	272.5	194.6 (2)	-1.6	152.0
2006	326.2	199.4 (2)	+15.4	164.3
2005	313.4(2)	171.6 (2,4)	+29.1	142.0
		--------	--------	--------
Compound annual growth rate over the ten year period		8.6%	–	9.1%
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1.    Reduction from a tender offer and reorganisation of the Company in 2008, as well as market movements.
2.    Prior charges at par.
3.    Includes £5.5 million in respect of the write-back of prior years’ VAT.
4.    Restated for changes in accounting policies; the principal changes were to value investments at bid (previously mid) market value and to account for dividends in the period in which they are paid.

REVENUE

Year to  30 November	Net revenue  after taxation (5) £m	Revenue return  per share (5) p	Dividends  per share p
2015	5.9	8.08	6.70
2014	3.8	5.19	4.40
2013	3.7	4.99	4.00
2012	2.7	3.64	3.32
2011	2.1	3.29	3.15
2010	1.9	2.85	3.00
2009	3.1	3.86	2.75 (4)
2008	4.8	3.85	2.40 (4)
2007	2.3	1.54	2.20
2006	3.3	1.84	2.00
2005	3.2	1.58	1.75
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Compound annual growth rate over the ten year period	–	17.7%	14.4%
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4.   Dividends per share do not include special dividends of 2.00 pence per share paid in 2009 and 3.00 pence per share paid in 2008.
5.   Net revenue after taxation and revenue return per share for the years ended 30 November 2013 and 2012 relate to the parent company and for the years up to 30 November 2011, related to the Group including subsidiary companies.

CHAIRMAN’S STATEMENT

I am pleased to present the Annual Report to shareholders for the year ended 30 November 2015.

PERFORMANCE

The Company’s net asset value per share (NAV) returned 23.2% compared with a return of 11.9% for the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index. Details of the factors which have contributed to performance are set out in the Investment Manager’s Report.

Since the year end and up to the close of business on 10 February 2016, the NAV has fallen by 7.8%, which is less than the benchmark index which fell by 9.6%. (All figures in sterling terms with income reinvested.)

MARKET OVERVIEW

The Company performed well over the year under review both relative to the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index and in absolute terms. The returns were derived principally from both stock selection in the long only portfolio, which returned 19.9%, and net gains from the CFD portfolio which returned 4.4% and was positive in each of the twelve months of the year under review. Our unique approach led to significant outperformance of the benchmark, against a background of difficult market conditions, characterised by large falls in energy and commodities prices and fears of a slowdown in China and other emerging markets.

In the US, the 0.25% increase in interest rates subsequent to our financial year end is a positive statement. It indicates that the Federal Reserve policymakers believe the economic recovery is now sufficiently robust to cope with interest rate rises and the plan is for future increases to be slow and gradual to further assist economic recovery. In the last year, European economic data remained generally positive supported by the European Central Bank’s commitment to quantitative easing, a relatively stable political backdrop and a gradual strengthening of continental European economies.

In the UK, the economy continues to perform better with much of the economic recovery focused on consumer spending. In such an environment smaller companies have proved more resilient than their larger peers being less dependent on export markets. There has been much talk about an interest rate rise, but to date the Base Rate remains unchanged since 2009.

REVENUE RETURN AND DIVIDENDS

The revenue return per share for the year amounted to 8.08 pence which compares with 5.19 pence for the previous year, an increase of 55.7%.

During this past year we have seen a 20.9% increase in regular dividends from our portfolio companies, as well as a greater number of special dividends, from companies in both the long only portfolio and CFD portfolio. In view of this significant increase in income, the Directors are proposing an increased final dividend of 5.60 pence per share. This, together with the interim dividend of 1.10 pence paid on 21 August 2015, makes a total dividend for the year of 6.70 pence per share compared with the 4.40 pence per share paid in respect of the financial year ended 30 November 2014, an increase of 52.3%. The dividend will be paid on 5 April 2016 to shareholders on the Company’s register on 26 February 2016. The ex-dividend date is 25 February 2016.

Over the last ten years the compound annual growth of dividends has been 14.4%. However, it should be noted that whilst the Board has a progressive dividend policy the level of this year’s increase is exceptional.

PERFORMANCE FEE

The Board announced on 20 May 2015 that the Company and the Manager had agreed certain amendments to the performance fee. Effective 1 June 2015, the cap on the performance fee in the event that the NAV total return over the annual performance period is zero or positive was reduced from 2% to 1% of the Performance Fee Market Value. For further information and the definition of Performance Fee Market Value see page 21 of the Annual Report and Financial Statements. Effective 1 December 2015, the applicable percentage to be applied to any outperformance of the NAV total return over the benchmark return was reduced from 12.5% to 10%. All other fees payable to the Manager remain unchanged.

BOARD CHANGES

We have been pleased to welcome Jean Matterson and Loudon Greenlees to the Board to replace retiring directors over the last few years. The process of refreshing the Board is continuing with the search for an additional director.

ANNUAL GENERAL MEETING

The Company’s Annual General Meeting will be held on Wednesday, 23 March 2016 at 11.00 a.m. at the offices of BlackRock at 12 Throgmorton Avenue, London EC2N 2DL. Details of the business of the meeting are set out in the Notice of Annual General Meeting on pages 68 to 71 of the Annual Report and Financial Statements. The Portfolio Managers will make a presentation to shareholders on the Company’s progress and the outlook for the year ahead.

OUTLOOK

In recent months the momentum behind global economic growth appears to be weakening with the slowdown in China continuing to cause concern. In the US, the recent rise in interest rates and stable growth, leading to the start of what is widely perceived as the gradual normalisation of interest rates are clear indicators that the US Government believes their economy is stronger than it has been over the past few years. In the UK the economy continues to grow, albeit, at a slower pace with concerns emerging that economic recovery is over-reliant on debt-related spending. In Europe more recent economic activity has slowed and deflationary fears are apparent, prompting the European Central Bank to signal further measures to stimulate growth.

Despite the negative influences our Portfolio Managers are still seeing some good new investment opportunities in both small and mid cap stocks although our weighted average market cap for the year under review was £721 million compared to £853 million for the Index. The uniqueness of the Company’s portfolio construction makes the current environment ideal for both the long only and CFD portfolios to take advantage of those companies trading strongly and those positioned less well in the current trading environment.

CRISPIN LATYMER
Chairman
12 February 2016

INVESTMENT MANAGER’S REORT

MARKET REVIEW AND OVERALL INVESTMENT PERFORMANCE

This has been a good year for UK small and mid cap equities. During the year ended 30 November 2015 the Company’s NAV per share returned 23.2% to 391.55p; the benchmark rose by 11.9%, whilst the FTSE 100 Index fell by 1.9%, all on a total return basis with income reinvested.

PERFORMANCE REVIEW

The Company’s NAV per share saw strong absolute gains, and significant outperformance of the benchmark by the long only portfolio as well as good gains by the CFD portfolio.

The long only portfolio increased in value by 19.9%, outperforming the benchmark by 8.0%. The CFD portfolio contributed 4.4% to performance, with gains in the long CFDs more than offsetting a small loss from the short CFDs. Stock selection within the long only and the CFD portfolios was strong, as was portfolio positioning.

The long only portfolio benefited from strong share price performances from CVS Group, Fevertree Drinks, Hutchison China Meditech, 4imprint Group and Betfair.

CVS Group announced at its AGM that in the 4 months to 31 October 2015 like-for-like sales grew by 3.2%, and 31 surgeries had been acquired. This period follows good full year results which showed revenues up by 17% and earnings per share up by 30%. Fevertree Drinks released a trading update ahead of its December year end. This confirmed that Fevertree Drinks has continued to perform strongly in the second half of the year and the board anticipates results for the full year to be materially ahead of expectations.

Hutchison China Meditech announced that it had filed for an Initial Public Offering (IPO) in the US on NASDAQ, which was well received. We had a good meeting with management who were very confident about the prospects for their key oncology drugs. 4imprint Group announced interim pre-tax profits up by 25%. A subsequent trading update indicated that the group continues to experience strong organic growth. Betfair shares have been very strong. The company continues to trade well and announced a recommended merger with Paddy Power, which was well received by investors.

The largest detractors from relative outperformance during the period were our holdings in Northbridge Industrial Services and Polar Capital Holdings. Northbridge Industrial Services continues to be impacted by the decline in the oil price. Polar Capital Holdings has seen outflows from their large Japanese fund although performance has improved; other funds managed by Polar Capital have seen net inflows. Interim results for the period to 30 September 2015 show pre-tax profits flat and earnings per share up by 6.6%.

Turning to sector allocation within the long only portfolio, our overweight positions in housebuilders, software companies and chemicals companies were significant positive contributors to outperformance. We had little in oil related and mining companies which helped our performance as they were weak contributors. This was mitigated by our underweight position in food retailers which detracted from relative performance.

2015 was a strong year for the CFD portfolio and we are pleased to have delivered 12 consecutive months of positive performance, which in aggregate, added 4.4% to the NAV. The long book contributed 4.7% over the year, with the short book detracting marginally, however, the modest loss in the short book should be viewed in the context of the benchmark rising by 11.9% during the year. It should also be noted that in 8 of the 12 months of the year the short book generated a positive return.

Focusing on the key contributors within the CFD portfolio, the top ten were all long positions and ranged from 18 basis points to 42 basis points of positive performance. The standout gain was JD Sports, a position initiated in early April that has subsequently doubled through the remainder of the year. JD Sports has successfully built a very strong market position in the UK and become the key European partner for the likes of Nike and Adidas. Under a very strong management team, these companies have benefited from the growth in sports footwear and clothing, but have also driven multi-channel and international roll-out to deliver like-for-like sales growth in excess of 10% for the year. Other strong contributors included long positions in companies such as Betfair, CVS Group, and 4imprint Group. There were two notable shorts in the year that added 18 basis points and 17 basis points respectively to performance. One was in a mobile technology company which filed for administration recently after the CEO admitted to the “falsification of data and misrepresentation of the company’s financial situation”, and the other was in a mobile banking business where the shares fell heavily during the year following numerous disappointing updates.

The ten largest detractors from performance in the CFD portfolio comprised three long positions and seven short positions and ranged from 7 basis points to 15 basis points of negative performance. Three of these short positions were involved in some form of M&A activity. The largest detractor was a short position in a mobile payments processor that rallied on a sizeable acquisition it made. Two other notable detractors were short positions in companies that were acquired during the year for significant premiums, including a software company and a UK retailer. The top three detractors from the long CFD portfolio were Northgate Industrial Services, Lavendon and Lamprell.

ACTIVITY

Within the long only portfolio we reduced or sold holdings in several companies where our conviction about trading has weakened.

We added various holdings during the year, the most notable were in the IT sector: NCC Group, Softcat, Kainos and Quartix. NCC Group is a global information assurance specialist providing organisations worldwide with escrow, verification, security consulting and domain services. We took part in a placing to fund the purchase of Fox-IT, based in the Netherlands. The company is a leading provider of high-end cyber security solutions including advanced threat intelligence. Softcat provides organisations with software licensing, client computing, data centre infrastructure, networking and security combined with all the services they require to design, implement, support and manage these solutions, on premise or in the cloud. The company achieved an IPO in November and we were impressed by management and the success they had achieved over a long period.

Kainos is a high growth, high margin, UK-based provider of IT services, consulting and software solutions. The company completed an IPO during the year. Much of what Kainos does is public spending related. Quartix is a leading supplier of subscription-based vehicle tracking systems, software and services. Installations of Quartix solutions continue to grow fast in the UK, and they are beginning to expand in the US.

Within the CFD portfolio, two major new additions were made to the long book during the year; JD Sports and Fevertree Drinks. We initiated a position in Fevertree Drinks as we believe the company is capable of generating years of strong sales and earnings growth as it leverages its position in over 50 countries to win share in a large and growing mixer market. We also opened a number of new short CFD positions with the usual focus on companies operating in challenged industries with weak business models and/or deteriorating fundamentals. The key being the short position we initiated early on in the year in a mobile technology company which subsequently filed for administration approximately 6 months’ later.

PORTFOLIO POSITIONING

Relative to our benchmark we remain most overweight health care within the long only portfolio, through stocks such as CVS Group, Hutchison China Meditech, Clinigen, Advanced Medical Solutions and Dechra Pharmaceuticals. We are also overweight the materials sector, with the largest overweight positions in stocks such as Marshalls (paving) and Hill & Smith (infrastructure products).

We are most underweight financials, a sector which includes banks, asset managers, real estate companies and insurance. We only have a very limited exposure to energy stocks.

We still feel most positive about the growth prospects for the UK economy and our focus is on the consumer. Our exposure has been to housing improvement companies such as Topps Tiles and Headlam, but also clothing companies through Ted Baker and JD Sports. Whilst we have reduced our exposure to housebuilders we own shares in Redrow and smaller holdings in companies such as MJ Gleeson. We are cautious about the pub sector, but we have positions in Young’s Brewery and Fuller Smith & Turner which, with their London focus, continue to trade well.

OUTLOOK

The macroeconomic background has become less clear over the last few months. Growth has clearly slowed in China with implications for many parts of the global economy not least resource producers. At the same time the strength of the US dollar is impacting demand for US producers, and we have yet to see reliable signs of recovery in Continental Europe. The UK economy looks to be in reasonable shape although GDP growth weakened in the second half of 2015. We also have the BREXIT vote looming with the risk that this discourages companies in their investment plans. Our main emphasis in stock selection remains on the UK consumer and health care sectors. We aim to hold companies which are reliable and well placed to grow earnings. We are still seeing good new opportunities. Amongst our companies profit growth is generally strong, although in the wider market the incidence of disappointing trading updates is increasing. This makes the current environment ideal for the CFD portfolio which can take advantage not only of companies trading well but also those whose weaknesses are being exposed.

Mike Prentis and Dan Whitestone
BlackRock Investment Management (UK) Limited
12 February 2016

FIFTY LARGEST INVESTMENTS AS AT 30 NOVEMBER 2015

Company		Market  value  £’000	% of net  assets	Description
CVS Group*	Ordinary shares Long CFD position	6,414  1,711	2.8	Operation of veterinary surgeries
4imprint Group	Ordinary shares Long CFD position	6,436 1,682	2.8	Supply of promotional merchandise in the US
Workspace Group	Ordinary shares Long CFD position	5,612 1,493	2.5	Supply of flexible workspace to businesses in London
Rathbone Brothers	Ordinary shares Long CFD position	5,838 1,059	2.4	Private client fund management
JD Sports	Ordinary shares Long CFD position	4,416 2,435	2.4	Retail of sports and leisure footwear and clothing
Savills	Ordinary shares Long CFD position	5,368 654	2.1	Provision of property services
Topps Tiles	Ordinary shares Long CFD position	5,045 966	2.1	Sourcing and retail of ceramic tiles
Avon Rubber	Ordinary shares	5,937	2.1	Production of safety masks and dairy related products
Ted Baker	Ordinary shares Long CFD position	4,864 806	2.0	Design and sale of fashion clothing
Dechra Pharmaceuticals	Ordinary shares Long CFD position	4,442 786	1.8	Development and supply of pharmaceutical and other products focused on the veterinary market
Fuller Smith & Turner	Ordinary shares Long CFD position	3,572 1,513	1.8	Ownership and operation of pubs mainly in the London area
Lookers	Ordinary shares Long CFD position	4,204 790	1.7	Supply of cars and after market parts and services
Cineworld Group	Ordinary shares Long CFD position	3,251 1,540	1.7	Operation of cinemas
Restore*	Ordinary shares Long CFD position	3,587 1,113	1.6	Management of business information in both paper and digital form
Safestore	Ordinary shares Long CFD position	3,179 1,457	1.6	Ownership and operation of self storage facilities
Fevertree Drinks*	Ordinary shares Long CFD position	3,783 762	1.6	Development and sale of soft drinks and mixers
Redrow	Ordinary shares Long CFD position	4,032 477	1.6	Housebuilding
Headlam Group	Ordinary shares	4,480	1.6	Distribution of carpets and other floor coverings
Hutchison China Meditech*	Ordinary shares	4,070	1.4	Development and supply of traditional Chinese medicines and oncology drugs
Marshalls	Ordinary shares	3,980	1.4	Manufacture and sale of concrete stone paving and related products
Polar Capital Holdings*	Ordinary shares	3,904	1.4	Investment management
Betfair	Ordinary shares Long CFD position	2,734 1,118	1.3	Provision of an online gaming platform
Grafton	Ordinary shares Long CFD position	2,816 972	1.3	Manufacture and retail of building supplies
Eurocell	Ordinary shares Long CFD position	3,189 593	1.3	Design and manufacture of PVC window, door and other products
Advanced Medical Solutions*	Ordinary shares Long CFD position	2,972 759	1.3	Development and manufacture of wound care and closure products
GB Group*	Ordinary shares	3,725	1.3	Development and supply of identity verification solutions
Bodycote	Ordinary shares Long CFD position	3,399 300	1.3	Provision of thermal processing services
EMIS*	Ordinary shares	3,638	1.3	Development of healthcare software
Grainger	Ordinary shares	3,615	1.3	Ownership and rental of residential property
Robert Walters	Ordinary shares Long CFD position	2,437 1,131	1.2	Provision of recruitment and outsourced human resourcing services
Novae	Ordinary shares Long CFD position	1,770 1,753	1.2	Provision of insurance and reinsurance services
Hansteen Holdings	Ordinary shares	3,436	1.2	Ownership of industrial property
Hill & Smith	Ordinary shares	3,343	1.2	Production of infrastructure products and supply of galvanizing services
Senior	Ordinary shares	3,041	1.1	Manufacture and supply of components for the aerospace and automotive sector
Clinigen*	Ordinary shares	3,034	1.1	Provision of pharmaceuticals and related services
Unite Group	Ordinary shares Long CFD position	2,107 909	1.0	Provision of student accommodation
Victrex	Ordinary shares	3,004	1.0	Manufacture and supply of PEEK thermoplastic procducts
SSP	Ordinary shares Long CFD position	2,194 738	1.0	Provision of catering services
Lavendon	Ordinary shares Long CFD position	2,273 640	1.0	Rental of powered aerial work platforms
FDM Group	Ordinary shares Long CFD position	2,039 863	1.0	Training and supply of IT and other skilled staff
Kier	Ordinary shares Long CFD position	1,485 1,400	1.0	Provision of construction and facilities management services
St. Modwen Properties	Ordinary shares	2,875	1.0	Property investment and development
Skyepharma	Ordinary shares	2,811	1.0	Design and manufacturer of drug delivery systems
Tyman	Ordinary shares	2,625	0.9	Manufacture and supply of window and door components
Howden Joinery Group	Ordinary shares Long CFD position	1,181 1,282	0.9	Design and manufacture of kitchens fitted by local builders
Consort Medical	Ordinary shares	2,462	0.9	Design and manufacture of drug delivery devices
Vertu Motors*	Ordinary shares	2,451	0.9	Retail of new and used cars and provision of after market services
Zotefoams	Ordinary shares Long CFD position	1,589 841	0.8	Manufacture of specialist foams
Ocean Wilsons	Ordinary shares	2,247	0.8	Port services and related manufacturing
YouGov*	Ordinary shares Long CFD position	1,279 956	0.8	Provision of research and consultancy services
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50 largest investments		205,684	71.8
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* Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.

Net portfolio is calculated as long only portfolio plus long CFD portfolio less short CFD portfolio. All investments are in equity shares unless otherwise stated.

At 30 November 2015, the Company did not hold any equity interest representing more than 3% of any company’s share capital, other than 3.32% in Lifeline Scentific Inc. A list of the Company’s long only portfolio and long CFD portfolio is available on the Company’s website.

COMPARATIVE FOR TEN LARGEST INVESTMENTS

Company		30 November 2014  market value  £’000	% of net  assets
Workspace Group	Ordinary shares Long CFD position	4,547 1,465	2.6
Senior	Ordinary shares Long CFD position	4,387 1,525	2.5
Rathbone Brothers	Ordinary shares Long CFD position	3,768 1,448	2.2
Elementis	Ordinary shares Long CFD position	3,777 1,147	2.1
Victrex	Ordinary shares Long CFD position	3,677 1,235	2.1
Ted Baker	Ordinary shares Long CFD position	3,213 1,671	2.1
Tyman	Ordinary shares Long CFD position	3,976 865	2.1
4imprint Group	Ordinary shares Long CFD position	3,497 1,315	2.0
Polar Capital Holdings	Ordinary shares Long CFD position	4,045 763	2.0
Lookers	Ordinary shares Long CFD position	3,912 862	2.0

Portfolio	Fair value (1)  £’000	Gross market  exposure (2) £’000	Gross market  exposure  as a % of net  assets (3) 2015	Gross market  exposure  as a % of net  assets (3) 2014
Equity investments (excluding BlackRock’s Institutional Cash Fund) and CFDs	287,220	287,220	100.3	100.3
BlackRock’s Institutional Cash Fund	2,216	2,216	0.8	0.5
Total long CFD positions	630	42,580	14.9	17.7
Total short CFD positions	488	(26,256)	(9.2)	(9.8)
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Total Investments	290,554	305,760	106.8	108.7
Cash and cash equivalents (4)	(1,106)	(16,312)	(5.7)	(8.1)
Net current liabilities	(3,105)	(3,105)	(1.1)	(0.6)
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Net assets	286,343	286,343	100.0	100.0
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1     Fair value is determined as follows:

–    Listed and AIM quoted investments are valued at bid prices where available, otherwise at published price quotations.    
–   The sum of the fair value column for the CFD contracts totalling represents the fair valuation of all the CFD contracts, which is determined based on the difference  between the purchase price and value of the underlying shares in the contract (in effect the unrealised gains/(losses) on the exposed positions). The cost of purchasing the securities held through long CFD positions directly in the market would have amounted to £41,950,000 at the time of purchase, and subsequent market rises in prices have resulted in unrealised gains on the CFD contracts of £630,000, resulting in the value of the total market exposure to the underlying securities rising to £42,580,000 as at 30 November 2015. The notional price of selling the securities to which exposure was gained via the short CFD positions would have been £26,744,000 at the time of entering into the contract, and subsequent price falls have resulted in unrealised gains on the short CFD positions of £488,000 and the value of the market exposure of these investments decreasing to £26,256,000 at 30 November 2015. If the short positions had been closed on 30 November 2015 this would have resulted in a gain of £488,000 for the Company.

2     Market exposure in the case of equity investments is the same as fair value. In the case of CFDs it is the market value of the underlying shares to which the portfolio is exposed via the contract.

3     % based on the total market exposure.

4     The gross market exposure column for Cash and Cash Fund investments has been adjusted to assume the Company purchased direct holdings rather than exposure being gained through CFDs.

DISTRIBUTION OF INVESTMENTS AS AT 30 NOVEMBER 2015

Sector	% of  long only  portfolio	% of  long CFD  portfolio	% of  short CFD  portfolio	% of net  portfolio
Oil & Gas Producers	1.8	0.1	(0.6)	1.3
Oil & Gas	1.8	0.1	(0.6)	1.3
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Chemicals	2.7	0.4	(0.1)	3.0
Industrial Metals & Mining	–	–	(0.1)	(0.1)
Mining	1.9	–	(0.1)	1.8
Basic Materials	4.6	0.4	(0.3)	4.7
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Construction & Materials	5.5	0.7	–	6.2
Aerospace & Defence	3.5	–	–	3.5
General Industrials	0.4	–	(0.2)	0.2
Electronic & Electrical Equipment	2.0	–	(0.5)	1.5
Industrial Engineering	2.8	0.1	(0.4)	2.5
Industrial Transportation	1.9	–	(0.2)	1.7
Support Services	8.4	2.0	(1.5)	8.9
Industrials	24.5	2.8	(2.8)	24.5
	--------	--------	--------	--------
Beverages	1.2	0.3	(0.1)	1.4
Food Producers	–	–	(0.3)	(0.3)
Household Goods & Home Construction	4.7	0.4	–	5.1
Leisure Goods	0.2	–	–	0.2
Personal Goods	1.6	0.3	(0.3)	1.6
Consumer Goods	7.7	1.0	(0.7)	8.0
	--------	--------	--------	--------
Health Care Equipment & Services	2.7	0.2	–	2.9
Pharmaceuticals & Biotechnology	5.5	0.2	(0.2)	5.5
Health Care Equipment and Services	8.2	0.4	(0.2)	8.4
	--------	--------	--------	--------
Food & Drug Retailers	–	–	(0.3)	(0.3)
General Retailers	9.4	2.4	(1.0)	10.8
Media	5.1	0.9	(0.5)	5.5
Travel & Leisure	5.5	2.3	(1.1)	6.7
Consumer Services	20.0	5.6	(2.9)	22.7
	--------	--------	--------	--------
Fixed Line Telecommunications	0.4	–	(0.3)	0.1
Telecommunications	0.4	–	(0.3)	0.1
	--------	--------	--------	--------
Banks	1.7	0.1	–	1.8
Financial Services	6.2	1.0	(0.4)	6.8
Non–Life Insurance	0.6	0.6	(0.1)	1.1
Real Estate Investment & Services	5.1	0.7	–	5.8
Real Estate Investment Trusts	5.2	1.0	–	6.2
Financials	18.8	3.4	(0.5)	21.7
	--------	--------	--------	--------
Software & Computer Services	8.0	0.3	–	8.3
Technology Hardware & Equipment	0.6	–	(0.3)	0.3
Technology	8.6	0.3	(0.3)	8.6
	-------	------	-------	-------
Total Investments	94.6	14.0	(8.6)	100.0
	====	===	====	====

The above percentages are calculated based on the portfolio at 30 November 2015. The net portfolio is calculated as the long only portfolio plus the long CFD portfolio less the short CFD portfolio.

PORTFOLIO BY MAIN INDEX MEMBERSHIP AT 30 NOVEMBER 2015

Gross Basis (1)

FTSE 250	40.0%
FTSE AIM	27.4%
FTSE Fledgling	0.3%
FTSE Small Cap	28.0%
Other	4.3%

Net Basis (2)

FTSE 250	36.7%
FTSE AIM	30.7%
FTSE Fledgling	0.3%
FTSE Small Cap	28.3%
Other	4.0%

Source: BlackRock.

1.    Long and short CFD portfolios in aggregate plus long only portfolio excluding investment in BlackRock’s Institutional Cash Fund.
2.    Long CFD portfolio less short CFD portfolio plus long only portfolio excluding investment in BlackRock’s Institutional Cash Fund.

MARKET CAPITALISATION AS AT 30 NOVEMBER 2015

	Long positions (including the long only portfolio and the long CFD portfolio)	Short positions
£1bn+	29.0	-3.7
£400m to £1bn	33.3	-2.7
£100m to £400m	42.7	-2.1
£0m to £100m	3.6	-0.1

Weighted average market cap for the year to 30 November 2015 - £721 million (Benchmark Index - £853 million).

Source: BlackRock.

POSITION SIZE AS AT 30 NOVEMBER 2015

	Long positions (including the long only portfolio and the long CFD portfolio)	Short positions
£2m+	53	0
£1m to £2m	71	-1
£0m to £1m	85	-66

Source: BlackRock.

STRATEGIC REPORT

The Directors present the Strategic Report of the Company for the year ended 30 November 2015.

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 provide shareholders with capital growth and an attractive total return through investment primarily in UK smaller and mid capitalisation companies listed on the main market of the London Stock Exchange.

STRATEGY, BUSINESS MODEL, INVESTMENT POLICY AND INVESTMENT PROCESS

The Company invests in accordance with the objective given above. The Board is collectively responsible to shareholders for the long term success of the Company and is its governing body. There is a clear division of responsibility between the Board and the Manager. Matters for the Board include setting the Company’s strategy, including its investment objective and policy, setting limits on gearing (both bank borrowings and the effect of derivatives), capital structure, governance, and appointing and monitoring of performance of service providers, including the Manager.

The Company’s business model follows that of an externally managed investment trust, therefore the Company does not have any employees and outsources its activities to third party service providers including the Manager who is the principal service provider.

The management of the investment portfolio and the administration of the Company have been contractually delegated to the Manager. The Manager, operating under guidelines determined by the Board, has direct responsibility for the decisions relating to the day-to-day running of the Company and is accountable to the Board for the investment, financial and operating performance of the Company.

Other service providers include the Depositary, BNY Mellon Trust & Depositary (UK) Limited, the Fund Accountant, Bank of New York Mellon (International) Limited, and the Registrar, Computershare Investor Services PLC (Computershare). Details of the contractual terms with third party service providers are set out in the Directors’ Report in the Annual Report and Financial Statements.

INVESTMENT POLICY

The Company’s performance is measured against the Numis Smaller Companies excluding AIM (excluding Investment Companies) Index (the Index).

The Company may hold up to 25% of its gross assets, at the time of acquisition, in equities or collective investment vehicles traded on the AIM market of the London Stock Exchange.

The Investment Manager may invest in companies outside the Index without restriction subject to the limits noted above.

In addition to holding a conventional long only portfolio of UK smaller and mid capitalisation equities, the Company will hold approximately 30% of its net assets in a portfolio of contracts for difference (CFD) and/or comparable equity derivatives which provide both long and short exposure. Under normal circumstances, the long only portfolio is expected to comprise 100% of the Company’s net assets. Therefore, the Company can have gross exposure of 130% of net assets, albeit that some of this exposure represents short positions.

Portfolio risk will be mitigated by investment in a diversified portfolio of companies. No more than 5% of the Company’s gross assets at the time of acquisition, may be invested in any one single company and the Company will not invest more than 10% of its gross assets, at the time of the acquisition, in other listed closed-ended investment funds, unless such companies have a stated investment policy not to invest more than 15% of their gross assets in other listed closed-ended investment funds, in which case the limit is 15% of gross assets.

The Board’s policy is that net gearing, borrowing less cash, should not exceed 20% of gross assets. However, the Company is geared primarily through its CFD portfolio.

No material change will be made to the investment objective and policy without shareholder approval.

INVESTMENT PROCESS

A unique feature of the Company is that it has two potential sources of performance. A traditional long only portfolio and a long/short portfolio comprising CFDs, representing approximately 30% of the Company’s net assets.

Notwithstanding recent positive returns from UK small and mid cap companies, the sector has demonstrated considerable volatility over the past 20 years. The chart on page 10 of the Annual Report and Financial Statements shows the annual performance of the FTSE 250 Index since 1986 together with the extent of the maximum decline in the Index during each of those years. Such an environment provides an attractive opportunity to add value via CFDs, instruments which can exploit share price moves whether up or down. During 2015, this facility added approximately 4.4% to performance and 16.1% since inception on 11 September 2008.

As the maximum short CFD exposure is 30% of net assets, the Company will at all times retain a significant exposure to the market.

In the course of their research the Portfolio Managers come across companies which they judge are likely to underperform; the ability to use short CFDs therefore significantly enhances the opportunity to make money for shareholders. This is not possible in a conventional or long only portfolio.

When markets are expected to rise in the medium term, the CFD strategy is to generate additional market exposure through ensuring that the long portfolio exceeds the short portfolio in a range between 0% to 10% of the net assets of the Company. Rising or ‘bull’ markets have historically (in the UK) persisted for longer than falling or ‘bear’ markets. A typical market exposure might therefore be between 100% and 110%. This is lower than the ‘gross exposure’, which is the combination of the long only portfolio, and the short and long CFDs added together expressed as a % of net assets.

In a recessionary environment the Portfolio Managers have the flexibility to reduce market exposure to – at the maximum of its ‘least exposed’ level – around 70%.

If successfully implemented this strategy would provide some cushioning of the Company’s performance in falling markets.

PERFORMANCE

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 DIVIDEND

The results for the Company are set out in the Statement of Comprehensive Income. The total profit for the year, after taxation, was £54,325,000 (2014: loss of £2,335,000) of which the revenue return amounted to £5,911,000 (2014: £3,797,000), and a capital profit of £48,414,000 (2014: loss of Â£6,132,000).

Details of the dividends declared in respect of the year are set out in the Chairman’s Statement.

KEY PERFORMANCE INDICATORS

At each Board meeting, the Directors consider a number of performance measures to 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, which are comparable to those reported by other investment trusts, are set out below.

	Year ended  30 November 2015	Year ended  30 November 2014
Change in net asset value (1)	23.2%	-1.1%
Change in ordinary share price (2)	27.7%	-5.7%
Change in benchmark (3)	11.9%	-0.6%
Discount to cum income net asset value	13.3%	16.1%
Revenue return per share	8.08p	5.19p
Total dividend per share	6.70p	4.40p
Ongoing charges (1)	1.1%	1.1%
Ongoing charges (4)	2.3%	1.2%

1.   Calculated in accordance with the Association of Investment Companies (AIC) guidelines.
2.   Calculated on a mid to mid basis with income reinvested.
3.   Numis Smaller Companies excluding AIM (excluding Investment Companies) Index.
4.   Calculated as a percentage of average net assets for the year and using expenses, including performance fees and interest costs.

The Board monitors the KPIs at each meeting. 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. This includes an assessment of the Company’s performance and ongoing charges against its peer group of investment trusts with similar investment objectives.

The Directors recognise that it is in the long term interests of shareholders that the Company’s shares do not trade at a significant discount to their prevailing NAV. In the year under review the discount to NAV of the ordinary shares on a cum income basis has ranged between 10.2% and 19.1%, with the average being 15.1%. The shares ended the year at a discount of 13.3% on a cum income basis.

Your Board believes that the best way of addressing the discount over the longer term is to continue to generate good performance and to create demand for the Company’s shares in the secondary market through broadening awareness of the Company’s unique structure. The Board will also be seeking to renew the authority from shareholders to buy back shares when it believes that it is in the interests of shareholders to do so, having taken into account all relevant factors including the size of the Company and the liquidity of its shares.

PRINCIPAL RISKS

The Company is exposed to a variety of risks and uncertainties and the Board has in place a robust process to identify, understand and monitor the principal risks faced by the Company. A core element of this process is the Company’s risk register, which identifies the risks facing the Company and the likelihood and potential impact of each risk, together with the controls established for mitigation. A residual risk rating is calculated for each risk which allows the effect of any mitigating procedures to be reflected in the register.

The principal risks and uncertainties faced by the Company during the financial year, together with the potential effects, controls and mitigating factors, are set out below:

Performance risk – The Board is responsible for setting the investment strategy to fulfil the Company’s objective and for monitoring the performance of the Investment Manager and the implementation of the strategy. An inappropriate strategy may lead to underperformance against the Index and the Company’s peer group. 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 the spread of investments in order to minimise the risks associated with factors specific to individual companies and sectors, based on the diversification requirements inherent in the Company’s investment policy.

Market risk – Market risk arises from changes to the prices of the Company’s investments. It represents the potential loss the Company might suffer through holding investments whose prices decline. The Board considers diversification of the portfolio, 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.

Income/dividend risk – The amount of dividends and future dividend growth will depend on the performance of the Company’s underlying portfolio. Any change in the tax treatment of the dividends or interest received by the Company may reduce the level of dividends received by shareholders. The Board monitors this risk through the receipt of detailed income forecasts and considers the level of income at each meeting.

Financial risk – The Company’s investment activities expose it to a variety of financial risks that include market risk, foreign currency risk and interest rate risk. At 30 November 2015, the Company had approximately 24.4% of its gross asset value invested in AIM traded equity securities, and, by the very nature of its investment objective, largely invests in smaller companies. Liquidity in these securities can from time-to-time become constrained, making these investments difficult to realise at or near published prices. There are also risks linked to the Company’s use of derivative transactions including CFDs. Further details are disclosed in note 17 on pages 51 to 59 of the Annual Report and Financial Statements, together with a summary of the policies for managing these risks, liquidity and credit risks.

Operational risk – In common with most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by the Manager, Bank of New York Mellon Trust & Depositary (UK) Limited (the Depositary) and the Bank of New York Mellon (International) Limited, (the Fund Accountant) who maintains the Company’s accounting records. The security 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 have been regularly tested and monitored throughout the year as evidenced through their Service Organisation Control (SOC 1) reports and reported on by their service auditors which gives assurance regarding the effective operation of controls. The Board also considers succession arrangements for key employees of the Investment Manager and the business continuity arrangements for the Company’s key service providers.

Regulatory risk – The Company operates as an investment trust in accordance with section 1158-1159 of the Corporation Tax Act 2010. As such, the Company is exempt from capital gains tax on the profits realised from the sale of its investments. The Investment Manager monitors investment movements, the level of forecast income and expenditure and the amount of dividends paid to ensure that the provisions of section 1158-1159 of the Corporation Tax Act 2010 are not breached and the results are reported to the Board at each meeting. Following authorisation under the Alternative Investment Fund Managers’ Directive (AIFMD), the Company and its appointed Alternative Investment Fund Manager (AIFM or Manager) are subject to the risks that the requirements of this Directive are not correctly complied with. The Board and the Manager also monitor changes in government policy and legislation which may have an impact on the Company.

The risk register, its method of preparation and the operation of key controls in the Manager’s and third party service providers’ systems of internal control are reviewed on a regular basis by the Audit Committee. In order to gain a more comprehensive understanding of the Manager’s and other third party service providers’ risk management processes and how these apply to the Company’s business, the Audit Committee periodically receives presentations from BlackRock’s Internal Audit and Risk & Quantitative Analysis teams. Where produced, the Audit Committee also reviews SOC 1 reports from the Company’s service providers.

As required by provision C.2.1. of the UK Corporate Governance Code, the Board has undertaken a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The principal risks have been described above together with an explanation of how they are managed and mitigated. The Board will continue to assess these risks on an ongoing basis.

VIABILITY STATEMENT

The Directors have assessed the prospects of the Company over a longer period than the 12 months referred to by the “Going Concern” guidelines.

The Board conducted this review for the period up to the AGM in 2021, being a five year period from the date that this Annual Report will be approved by shareholders. This is generally the instrument holding period investors consider while investing in the smaller companies sector. In making this assessment the Board has considered the following factors:

-   the Company’s principal risks as set out above;

-   the impact of a significant fall in UK equity markets on the value of the Company’s investment portfolio;

-   the ongoing relevance of the Company’s investment objective in the current environment; and

-   the level of demand for the Company’s shares.

The Directors have also considered the Company’s revenue and expense forecasts and the fact that expenses and liabilities are relatively stable. The Company also has a portfolio of investments which provides a level of cash receipts in the form of dividends and which are considered to be relatively realisable if required.

The Directors reviewed the assumptions and considerations underpinning the Company’s existing going concern assertion which are based on:

-   processes for monitoring costs;

-   key financial ratios;

-   evaluation of risk management and controls;

-   compliance with the investment objective;

-   portfolio risk profile;

-   share price discount;

-   gearing; and

-   counterparty exposure and liquidity risk.

The Company has a relatively liquid portfolio and largely fixed overheads (excluding performance fees) which comprise a very small percentage of net assets (1.1%). In addition, effective from 1 June 2015, the performance fee cap in the event that the NAV total return over the annual performance period is zero or positive was reduced from 2% to 1% of the Performance Fee Market Value and effective 1 December 2015, the applicable percentage to be applied to the outperformance of the NAV total return over the benchmark return was reduced from 12.5% to 10%. Therefore the Board has concluded that the Company would be able to meet its ongoing operating costs as they fall due.

Based on the results of their analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.

FUTURE PROSPECTS

The Board’s main focus is on the achievement of capital growth and the future of the Company is dependent upon the success of the investment strategy. The outlook for the Company is discussed in the Chairman’s Statement and 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 human rights issues, environmental, social and governance factors when selecting and retaining investments. Details of the Company’s policy on socially responsible investment are set out on page 31 of the Annual Report and Financial Statements.

GLOBAL GREENHOUSE GAS EMISSIONS FOR THE PERIOD 1 DECEMBER 2014 TO 30 NOVEMBER 2015

The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013.

DIRECTORS, EMPLOYEES AND GENDER REPRESENTATION

The Directors of the Company on 30 November 2015, all of whom held office throughout the year, are set out on page 19 of the Annual Report and Financial Statements. The Board recognises the importance of having a range of experienced Directors with the right skills and knowledge to enable it to fulfil its obligations. As at 30 November 2015, the Board consisted of four men and one woman.

The Company has no employees and all of its Directors are non-executive. Therefore, there are no disclosures to be made in respect of employees.

By order of the Board
BlackRock Investment Management (UK) Limited
Company Secretary
12 February 2016

RELATED PARTY TRANSACTIONS

BlackRock Fund Managers Limited (BFM) was appointed as the Company’s AIFM with effect from 2 July 2014. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services, to BIM (UK). Details of the fees payable to BFM are set out in note 4. Transaction and relationship details are set out in the Directors’ Report on pages 20 and 21 of the Annual Report and Financial Statements.

The investment management fee for the year ended 30 November 2015 amounted to £2,381,000 (2014: £2,181,000). A performance fee accrued for the year ended 30 November 2015 amounted to £3,401,000 (2014: £224,000). At the year end, £1,233,000 was outstanding in respect of the management fee (2014: £1,060,000) and £3,401,000 (2014: £224,000) in respect of the performance fee.

In addition to the above services, BlackRock has provided the Company with marketing services. The total fees paid or payable for these services for the year ended 30 November 2015 amounted to £41,000 including VAT, (2014: £197,000). Marketing fees of £135,000 (2014: £213,000) were outstanding at 30 November 2015.

The Company had an investment in BlackRock’s Institutional Cash Series plc – Sterling Liquidity Fund of £2,216,000 at 30 November 2015 (2014: £1,114,000), which is a money market fund managed by BlackRock Group.

The Board consists of five non-executive Directors, all of whom are considered to be independent by the Board. None of the Directors has a service contract with the Company. For the year ended 30 November 2015, the Chairman received an annual fee of £36,000, the Chairman of the Audit and Management Engagement Committee received an annual fee of £27,000 and each other Director received an annual fee of £24,000. 

As at 30 November 2015, all five members of the Board held shares in the Company. Lord Latymer held 32,060 ordinary shares, Simon Beart held 37,269 ordinary shares (including 10,821 ordinary shares held by Mrs Beart), Eric Stobart held 23,935 ordinary shares (including 11,548 ordinary shares held by Mrs Stobart), Loudon Greenlees held 10,000 ordinary shares and Jean Matterson held 39,500 ordinary shares.

All of the holdings of the Directors are beneficial. Since the year end there have been a number of changes to the Directors’ share interests. As at the date of this report Lord Latymer holds 32,146 ordinary shares, Mr Beart holds 37,840 ordinary shares (including 11,118 ordinary shares held by Mrs Beart) and Mr Stobart holds 24,222 ordinary shares (including 11,835 ordinary shares held by Mrs Stobart). All other shareholdings remain unchanged.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and Financial Statements, 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 that 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 IAS8: 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 and estimates 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 enable them to ensure that the financial statements comply with the Companies Act 2006. 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, the Directors’ Report, the Directors’ Remuneration Report and the Corporate Governance Statement in accordance with the 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 and the AIFM for the maintenance and integrity of the Company’s corporate and financial information included on BlackRock’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, whose names are listed on page 19 of the Annual Report and Financial Statements, confirms to the best of his or her knowledge that:

-   the financial statements, which have been 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

-   the Annual Report and Financial Statements include 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 2014 UK Corporate Governance Code also requires Directors to ensure that the Annual Report and Financial Statements are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit 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 Audit Committee’s report on pages 32 to 34 of the Annual Report and Financial Statements. As a result, the Board has concluded that the Annual Report and Financial Statements for the year ended 30 November 2015, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.

For and on behalf of the Board
Crispin Latymer
Chairman

12 February 2016

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 NOVEMBER 2015

	Notes	Revenue  2015 £’000	Revenue  2014 £’000	Capital  2015 £’000	Capital  2014 £’000	Total  2015 £’000	Total  2014 £’000
Gains/(losses) on investments held at fair value through profit or loss		–	–	42,983	(947)	42,983	(947)
Net returns on contracts for difference		582	110	10,645	(3,291)	11,227	(3,181)
Exchange losses		–	–	(1)	(1)	(1)	(1)
Income from investments held at fair value through profit or loss	3	6,363	4,803	–	–	6,363	4,803
Other income	3	15	8	–	–	15	8
		--------	--------	--------	--------	--------	--------
Total revenue		6,960	4,921	53,627	(4,239)	60,587	682
		--------	--------	--------	--------	--------	--------
Investment management and performance fees	4	(595)	(545)	(5,187)	(1,860)	(5,782)	(2,405)
Other expenses	5	(442)	(571)	(22)	(32)	(464)	(603)
		--------	--------	--------	--------	--------	--------
Total operating expenses		(1,037)	(1,116)	(5,209)	(1,892)	(6,246)	(3,008)
		--------	--------	--------	--------	--------	--------
Net profit/(loss) before finance costs and taxation		5,923	3,805	48,418	(6,131)	54,341	(2,326)
Finance costs		(1)	–	(4)	(1)	(5)	(1)
		--------	--------	--------	--------	--------	--------
Profit/(loss) on ordinary activities before taxation		5,922	3,805	48,414	(6,132)	54,336	(2,327)
		--------	--------	--------	--------	--------	--------
Taxation		(11)	(8)	–	–	(11)	(8)
		--------	--------	--------	--------	--------	--------
Net profit/(loss) for the year after taxation		5,911	3,797	48,414	(6,132)	54,325	(2,335)
		--------	--------	--------	--------	--------	--------
Earnings/(loss) per ordinary share	7	8.08p	5.19p	66.21p	(8.39p)	74.29p	(3.20p)
		=====	=====	======	=====	=====	=====

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 continuing operations. All income is attributable to the equity holders of BlackRock Throgmorton Trust plc.

The Company does not have any other recognised gains or losses. The net profit/(loss) disclosed above represents the Company’s total comprehensive income.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 NOVEMBER 2015

	Notes	Called up  share capital £’0000	Share  premium  account £’000	Special  reserve £’000	Capital  redemption  reserve £’000	Capital  reserves £’000	Revenue  reserve £’000	Total £’000
For the year ended 30 November 2015
At 30 November 2014		4,026	21,049	35,272	11,905	156,107	7,096	235,455
Total Comprehensive Income:
Net profit for the year		–	–	–	–	48,414	5,911	54,325
Transactions with owners, recorded directly to equity:
Dividends paid (see (a) below)	6	–	–	–	–	–	(3,437)	(3,437)
		--------	--------	--------	--------	--------	--------	--------
At 30 November 2015		4,026	21,049	35,272	11,905	204,521	9,570	286,343
		--------	--------	--------	--------	--------	--------	--------
For the year ended 30 November 2014
At 30 November 2013		4,026	21,049	35,272	11,905	162,239	6,263	240,754
Total Comprehensive Income:
Net (loss)/profit for the year		–	–	–	–	(6,132)	3,797	(2,335)
Transactions with owners, recorded directly to equity:
Dividends paid (see (b) below)	6	–	–	–	–	–	(2,964)	(2,964)
		--------	--------	--------	--------	--------	--------	--------
At 30 November 2014		4,026	21,049	35,272	11,905	156,107	7,096	235,455
		=====	=====	=====	=====	======	====	======

a.    Final dividend of 3.60p per share for the year ended 30 November 2014, declared on 13 February 2015 and paid on 7 April 2015 and interim dividend of 1.10p per share for the year ended 30 November 2015, declared on 24 July 2015 and paid on 21 August 2015.

b.    Final dividend of 3.25p per share for the year ended 30 November 2013, declared on 10 February 2014 and paid on 4 April 2014 and interim dividend of 0.80p per share for the year ended 30 November 2014, declared on 24 July 2014 and paid on 22 August 2014.

STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2015

	Notes	2015  £’000	2014  £’000
Non current assets
Investments held at fair value through profit or loss		289,436	237,362
		--------	--------
Current assets
Other receivables		3,066	4,398
Amounts due in respect of contracts for difference		1,118	898
Cash		128	328
		--------	--------
		4,312	5,624
		--------	--------
Current liabilities
Other payables		(6,171)	(5,786)
Collateral received in respect of contracts for difference		(1,234)	(1,745)
		--------	--------
		(7,405)	(7,531)
		--------	--------
Net current liabilities		(3,093)	(1,907)
		--------	--------
Net assets		286,343	235,455
		======	======
Equity attributable to equity holders
Called up share capital	8	4,026	4,026
Share premium account	9	21,049	21,049
Special reserve	9	35,272	35,272
Capital redemption reserve	9	11,905	11,905
Capital reserves	9	204,521	156,107
Revenue reserve	9	9,570	7,096
		----------	----------
Total equity shareholders’ funds	7	286,343	235,455
		----------	----------
Net asset value per ordinary share (pence)	7	391.55p	321.97p
		======	======

CASH FLOW STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2015

	2015  £’000	2014  £’000
Operating activities
Net profit/(loss) before taxation*	54,336	(2,327)
Add back interest paid on CFDs	536	394
Add back finance costs	5	1
(Gains)/losses on investments and contracts for difference held at fair value through profit or loss including transaction costs	(54,030)	3,941
Net movement on foreign exchange	1	1
Sales of investments held at fair value through profit or loss	167,087	176,916
Purchases of investments held at fair value through profit or loss	(176,178)	(168,098)
Net realised gains/(losses) on contracts for difference	10,827	(4,191)
Net movement in collateral (pledged)/received in respect of CFD's	(511)	1,749
Increase in other receivables	(23)	(228)
Decrease/(increase) in amounts due from brokers	1,355	(3,158)
(Decrease)/increase in amounts due to brokers	(2,753)	2,111
Increase/(decrease) in other payables	3,138	(3,680)
	--------	--------
Net cash inflow from operating activities before interest and taxation	3,790	3,431
	--------	--------
Interest paid on CFDs	(536)	(394)
Taxation on overseas income	(11)	(8)
	--------	--------
Net cash inflow from operating activities	3,243	3,029
	--------	--------
Financing activities
Servicing of finance	(5)	(1)
Dividends paid	(3,437)	(2,964)
	--------	--------
Net cash outflow from financing activities	(3,442)	(2,965)
	--------	--------
(Decrease)/increase in cash and cash equivalents	(199)	64
Exchange movements	(1)	(1)
	--------	--------
Change in (debt)/cash and cash equivalents	(200)	63
	--------	--------
Cash and cash equivalents at the start of year	328	265
	--------	--------
Cash and cash equivalents at the end of the year	128	328
	--------	--------
Comprised of:
Cash	128	328
	--------	--------
Total	128	328
	--------	--------

*     Includes dividends received in the year of £6,304,000 (2014: £4,718,000) and interest received of Nil (2014: £3,000).

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 section 1158–1165 of the Corporation Tax Act 2010.

2. Accounting policies

The policies set out below have been applied consistently throughout the year.

(a) Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS) and as applied in accordance with the provisions of the Companies Act 2006. These comprise standards and interpretations of the International Accounting Standards and Standard Interpretations Committee as approved by the International Accounting Standards Committee that remain in effect, to the extent that IFRS have been adopted by the European Union.

Insofar as the Statement of Recommended Practice (SORP) for investment trust companies and venture capital trusts, issued by the AIC in January 2009, is compatible with IFRS, the financial statements have been prepared in accordance with guidance set out in the SORP.

The AIC SORP was revised and reissued in November 2014 (effective 1 January 2015) and where compatible with IFRS will be applied to financial statements in subsequent reporting periods.

The assets of the Company consist of securities that are readily realisable and, accordingly, the Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Consequently, the Directors have determined that it is appropriate for the financial statements to be prepared on a going concern basis.

The functional currency of the Company is UK pounds sterling as this is the currency of the primary economic environment in which the Company operates. All values are rounded to the nearest thousand pounds (£’000) except where otherwise stated.

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after 1 December 2015, and have not been applied in preparing these financial statements (major changes and new standards issued detailed below). None of these are expected to have a significant effect on the measurement of the amounts recognised in the financial statements of the Company.

IFRS 9 Financial Instruments (2014) replaces IAS 39 and deals with a package of improvements including principally a revised model for classification and measurement of financial instruments, a forward looking expected loss impairment model and a revised framework for hedge accounting. In terms of classification and measurement, the revised standard is principles based depending on the business model and nature of cash flows. Under this approach instruments are measured at either amortised cost or fair value, though the standard retains the fair value option allowing designation of debt instruments at initial recognition to be measured at fair value. The standard is effective from 1 January 2018 with earlier application permitted but has not yet been endorsed by the European Commission. The Company does not plan to early adopt this standard and does not anticipate that it will result in changes to the fair value measurement basis currently in use to value its investment portfolio.

Amendments to IFRS 10, IFRS 12 and IAS 28 (amendments to IFRS 12 are effective from 1 January 2016, a date is to be determined for IFRS 10 and IFRS 28) are in relation to applying the consolidation exception for investment entities. The Company does not control any of its investments or have any subsidiaries hence the provisions of this statement are not applicable. The amendments are not expected to have a significant effect on the measurement of amounts recognised in the financial statements of the Company.

Amendments to IAS 1 (effective 1 January 2016) requires changes to the presentation of financial instruments. The amendments are not expected to have a significant effect on the measurement of amounts recognised in the financial statements of the Company.

IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016) allows first time IFRS adopters to continue to account for ‘regulatory deferral account balances’ in accordance with previous GAAP. The Company has no such accounts and, therefore, the provisions of this standard are not applicable.

IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018) specifies how and when an entity should recognise revenue and enhances the nature of revenue disclosures. Given the nature of the Company’s revenue streams from financial instruments the provisions of this standard are not expected to be applicable.

There will be no material impact from these standards on the financial position and performance of the Company.

(b) Presentation of Statement of Comprehensive Income

In order to reflect better 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.

(c) 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 long only portfolio is the bid price of the securities, without deduction for estimated future selling costs.

Any unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Valuation Guidelines.

These policies apply to all current and non current asset investments of the Company.

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/(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.

(d) Derivatives

Derivatives are classified as held for trading and are measured at fair value through profit or loss. Fair value is measured based either on traded prices or valuation techniques to the extent that traded prices are unavailable. Gains and losses on derivative transactions are recognised in the Statement of Comprehensive Income. They are recognised as capital and are shown in the capital column of the Statement of Comprehensive Income if they are of a capital nature, and are recognised as revenue and shown in the revenue column of the Statement of Comprehensive Income if they are of a revenue nature. To the extent that any gains or losses are of a mixed revenue and capital nature, they are apportioned between revenue and capital accordingly.

(e) Segmental reporting

The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.

(f) Income

Dividends receivable on equity shares are recognised 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. Provisions are 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 and expenses are accounted for on an accruals basis.

(g) Expenses

All expenses, including finance costs, are accounted for on an accruals basis. Expenses have been charged wholly to the revenue column of the Statement of Comprehensive Income, except as follows:

-   expenses which are incidental to the acquisition or disposal of investments are charged to capital. Details of transaction costs on the purchases and sales of investments are disclosed in note 11 on page 49 of the Annual Report and Financial Statements;

-   expenses are treated as capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated;

-   the investment management fee has been allocated 75% to the capital column and 25% to the revenue column of the Statement of Comprehensive Income in line with the Board’s expected long term split of returns, in the form of capital gains and income respectively, from the investment portfolio; and

-   performance fees have been allocated 100% to the capital column of the Statement of Comprehensive Income, as performance has been predominantly generated through capital returns of the investment portfolio.

(h) Finance costs and bank overdrafts

Finance costs are accounted for on an accruals basis. Finance costs are allocated, insofar as they relate to the financing of the Company’s investments, 75% to the capital column and 25% to the revenue column of the Statement of Comprehensive Income, in line with the Board’s expected long term split of returns, in the form of capital gains and income respectively, from the investment portfolio. Bank overdrafts are recorded as the net proceeds received.

(i) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date.

Deferred taxation is recognised in respect of all temporary differences at the financial reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to less taxation in the future have occurred at the financial reporting date. This is subject to deferred taxation 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.

Where expenses are allocated between capital and revenue any tax relief in respect of the expenses is allocated between capital and revenue returns on the marginal basis using the Company’s effective rate of corporation taxation for the accounting period.

(j) Dividends payable

Under IFRS, final dividends should not be accrued in the financial statements unless they have been approved by shareholders before the financial reporting date. Interim dividends should not be recognised in the financial statements unless they have been paid.

Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity when they have been approved by shareholders in the case of a final dividend, or paid in the case of an interim dividend, and have become a liability of the Company.

(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) Other receivables and other 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.

(m) Foreign currency translation

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 financial reporting 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 to which they relate.

3. Income

	2015  £’000	2014  £’000
Investment income:
UK listed dividends	5,139	4,288
UK listed dividends – special	878	267
UK scrip dividend	14	–
Overseas listed dividends	332	248
	--------	--------
	6,363	4,803
	--------	--------
Other income:
Deposit interest	–	3
Underwriting commission	15	5
	--------	--------
	15	8
	--------	--------
Total	6,378	4,811
	--------	--------

4. Investment management and performance fees
 

	2015 Revenue  £’000	2015 Capital  £’000	2015 Total  £’000	2014 Revenue  £’000	2014 Capital  £’000	2014 Total  £’000
Investment management fee	595	1,786	2,381	545	1,636	2,181
Performance fee	–	3,401	3,401	–	224	224
	--------	--------	--------	--------	--------	--------
Total	595	5,187	5,782	545	1,860	2,405
	=====	=====	====	====	=====	=====

Performance fees have been wholly allocated to the capital column of the Statement of Comprehensive Income as the performance has been predominantly generated through capital returns from the investment portfolio. As at 30 November 2015, there was a performance fee payable to the Investment Manager of £3,401,000 (2014: £224,000).

Details of the investment management agreement are disclosed in the Directors’ Report on pages 20 and 21 of the Annual Report and Financial Statements.

5. Other operating expenses

	2015  £’000	2014  £’000
(a) Other operating expenses charged to revenue:
Auditor’s remuneration:
– audit services	34	34
– other assurance services	6	6
Registrar’s fee	31	37
Depositary fee	37	14
Marketing fees	41	197
Directors’ remuneration	139	128
Other administrative costs	154	155
	--------	--------
	442	571
	--------	--------
The Company’s ongoing charges, calculated as a percentage of average net assets for the year and using expenses, excluding performance fee and finance costs, were:	1.1%	1.1%
	--------	--------
The Company’s ongoing charges, calculated as a percentage of average net assets for the year and using expenses, including performance fee and finance costs, were:	2.3%	1.2%
	=====	=====

Auditor’s remuneration for other assurance services comprised £6,000 which relates to the interim review (2014: £6,000).

(b) Other operating expenses – charged to capital:

For the year ended 30 November 2015, expenses of £22,000 (2014: £32,000) were charged to the capital column of the Statement of Comprehensive Income and these relate to custody transaction costs.

6. Dividends

	Record date	Payment date	2015  £’000	2014  £’000
Dividends paid on equity shares:
			--------	--------
2013 final of 3.25p	21 February 2014	4 April 2014	–	2,378
2014 interim of 0.80p	1 August 2014	22 August 2014	–	586
2014 final of 3.60p	27 February 2015	7 April 2015	2,633	–
2015 interim of 1.10p	7 August 2015	21 August 2015	804	–
			--------	--------
			3,437	2,964
			=====	=====

The Directors have proposed a final dividend of 5.60p per share (2014: final 3.60p). The dividend will be paid on 5 April 2016, subject to shareholders’ approval on 23 March 2016, to shareholders on the Company’s register on 26 February 2016. The proposed final dividend has not been included as a liability in these financial statements as final dividends are only recognised in the financial statements when they have been approved by shareholders.

The total dividends payable in respect of the year which form the basis of section 1158 of the Corporation Tax Act 2010 and section 833 of the Companies Act 2006, and the amounts proposed meet the relevant requirements as set out in this legislation and are as follows:

	2015  £’000	2014  £’000
Dividends paid or proposed on equity shares:
	--------	--------
Interim paid 1.10p (2014: 0.80p)	804	586
Final proposed of 5.60p (2014: 3.60p)*	4,095	2,633
	--------	--------
	4,899	3,219
	=====	=====
*     Based upon 73,130,326 (2014: 73,130,326) ordinary shares at 10 February 2016.

7. Earnings and net asset value per ordinary share

Revenue and capital earnings per share are shown below and have been calculated using the following:

	2015  £’000	2014  £’000
Net revenue profit attributable to ordinary shareholders (£’000)	5,911	3,797
Net capital profit/(loss) attributable to ordinary shareholders (£’000)	48,414	(6,132)
	--------	--------
Total profit/(loss) attributable to ordinary shareholders (£’000)	54,325	(2,335)
	======	======
Equity shareholders’ funds (£’000)	286,343	235,455
	-------------	-------------
The weighted average number of ordinary shares in issue during each year, on which the return per ordinary share was calculated was:	73,130,326	73,130,326
	--------------	--------------
The number of ordinary shares in issue at the end of the year on which the net asset value was calculated was:	73,130,326	73,130,326
	========	========
Return per share – basic and diluted
Revenue earnings per share	8.08p	5.19p
Capital earnings/(loss) per share	66.21p	(8.39p)
	--------	--------
Total earnings/(loss) per share	74.29p	(3.20p)
	======	======
Net asset value per share	391.55p	321.97p
	----------	----------
Ordinary share price	339.50p	270.00p
	======	======

The Company does not have any dilutive securities.

8. Called up share capital

	Ordinary  shares  in issue  number	Treasury  shares  number	Total  shares  number	£’000
Allotted, called up and fully paid share capital comprised:
Ordinary shares of 5p each:
At 1 December 2014	73,130,326	7,400,000	80,530,326	4,026
	--------------	------------	-------------	--------
At 30 November 2015	73,130,326	7,400,000	80,530,326	4,026
	========	========	=========	====

No ordinary shares were issued, purchased or cancelled in the year (2014: nil).

The ordinary shares 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 the transfer of ordinary shares.

9. Share premium and reserves

	Share  premium  account  £’000	Special  reserve  £’000	Capital  redemption  reserve  £’000	Capital  reserve  (arising on  investments sold)  £’000	Capital  reserve (arising  on revaluation of  investments held)  £’000	Revenue  reserve  £’000
At 1 December 2014	21,049	35,272	11,905	113,892	42,215	7,096
Movement during the year:
Net profit for the year after taxation	–	–	–	–	–	5,911
Gains on realisation of investments	–	–	–	20,735	–	–
Exchange (losses)/gains	–	–	–	(4)	3	–
Change in investment holding gains	–	–	–	–	22,248	–
Gains on contracts for difference taken to capital	–	–	–	10,425	220	–
Finance costs, investment management and performance fee charged to capital after taxation	–	–	–	(5,213)	–	–
Dividends paid during the year	–	–	–	–	–	(3,437)
	--------	--------	--------	--------	--------	--------
At 30 November 2015	21,049	35,272	11,905	139,835	64,686	9,570
	=====	=====	=====	======	=====	=====

10. Contingent liabilities

There were no contingent liabilities at 30 November 2015 (2014: nil).

11. 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 2015 Annual Report and Financial Statements will be filed with the Registrar of Companies shortly.

The report of the Auditor for the year ended 30 November 2015 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 Throgmorton Trust plc for the year ended 30 November 2014, 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.

This announcement was approved by the Board of Directors on 12 February 2016.

12. Annual Report and Financial Statements

Copies of the Annual Report and Financial Statements will be sent to members shortly and will be available from the registered office, c/o The Company Secretary, BlackRock Throgmorton Trust plc, 12 Throgmorton Avenue, London EC2N 2DL. 

13. Annual General Meeting

The Annual General Meeting of the Company will be held at 12 Throgmorton Avenue, London EC2N 2DL on Wednesday, 23 March 2016 at 11.00 a.m.

ENDS

The Annual Report will also be available on the BlackRock website at blackrock.co.uk/thrg.  Neither the contents of the Manager’s website nor the contents of any website accessible from hyperlinks on the Manager’s website (or any other website) is incorporated into, or forms part of, this announcement.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Mark Johnson, Managing Director, Closed End Funds, BlackRock Investment Management (UK) Limited
Tel: [phone]

Mike Prentis, BlackRock Investment Management (UK) Limited
Tel: [phone]

Dan Whitestone, BlackRock Investment Management (UK) Limited
Tel: [phone]

Henrietta Guthrie, Lansons Communications
Tel: [phone]

12 February 2015

12 Throgmorton Avenue
London EC2N 2DL