Annual Financial Report

LEGAL ENTITY IDENTIFIER: 549300YM9USHRKIET173

 

Invesco Asia Trust plc

Annual Financial Report Announcement for the Year Ended 30 April 2023

 

The following text is extracted from the Annual Financial Report of the Company for the year ended 30 April 2023. All page numbers below refer to the Annual Financial Report which will be made available on the Company's website.

This announcement contains regulated information.

 

Investment Objective

The Company’s objective is to provide long-term capital growth and income by investing in a diversified portfolio of Asian and Australasian companies. The Company aims to achieve growth in its net asset value (NAV) total return in excess of the Benchmark Index, the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms).

 

Financial Information and Performance Statistics

The benchmark index of the Company is the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms)

Total Return Statistics(1) with dividends reinvested

 

Change for the year (%)

2023

2022

Net asset value (NAV) total return(2)

1.3

-6.7

Share price total return(2)

1.2

-10.0

Benchmark index total return(3)

-6.0

-12.9

 

Capital Statistics

At 30 April

2023

2022

change %

Net assets (£’000)

245,004

252,176

–2.8

NAV per share

366.48p

377.21p

–2.8

Share price(1)

321.00p

332.50p

–3.5

Benchmark index (capital)

938.42

1,023.11

–8.3

Discount(2) per ordinary share:

(12.4)%

(11.9)%

 

Average discount over the year(1)(2)

(11.6)%

(9.5)%

 

Gearing(2):

 

 

 

  – gross

5.9%

2.2%

 

  – net

5.3%

1.6%

 

 

Revenue Statistics

Year Ended 30 April

2023

2022

change %

Income (£’000)

7,601

6,228

+22.0

Net revenue available for ordinary shares (£’000)

5,596

4,469

+25.2

Revenue return per ordinary share

8.37p

6.68p

+25.3

Dividends per share(4):

 

 

 

  – first interim

7.20p

7.70p

 

  – second interim

7.60p

7.60p

 

Total dividends

14.80p

15.30p

–3.3

Ongoing charges ratio(2)

0.99%

0.97%

 

   

(1) Source: Refinitiv.

(2) Alternative Performance Measure (APM). See Glossary of Terms and Alternative Performance Measures on pages 78 to 80 of the financial report for details of the explanation and reconciliations of APMs.

(3)  Index returns are shown on a total return basis, with dividends reinvested net of withholding taxes.

(4)  The Company's dividend policy aims to pay a regular six-monthly dividend calculated at 2% of the Company’s NAV on the last business day of September and February. Dividends are paid from a combination of the Company’s revenue reserves and capital reserves, as required.

 

 

Chairman’s Statement

Highlights

• Strong relative performance over 1, 3, 5 and 10 years.

• Investment Style: “Valuation not value”.

• The next period is quite likely to prove to be a very attractive long-term opportunity for shareholders. We have not been buying back shares recently because we do not want to stand in their way.

 

I am pleased to report a strong second half to the Company’s year both in absolute and relative terms. NAV total return was +16.6% over the six months to 30 April 2023, your share price total return was +19.7% whereas the MSCI AC Asia ex-Japan Index total return was +11.0% (all figures in Sterling terms).

For the full year to 30 April 2023, this brings NAV total return back into positive territory at +1.3% with the share price total return at +1.2%, both outperforming the Index total return of -6.0%.

Attribution numbers show that the year’s outperformance came once again mainly from stock selection. Ian Hargreaves and Fiona Yang review performance in more detail in their Portfolio Managers’ Report.

Shareholders will know that we believe that the discount is determined by a combination of demand for Asian equity investment vehicles, the Investment Case for Invesco Asia Trust and the Corporate Proposition that we offer. In order to stimulate more demand for the Company’s shares, we aim to provide a compelling investment case and a strong corporate proposition at the same time.

The Investment Case

The Investment Case rests on accessing the attractions of Asian equity markets through the institutional expertise of Ian Hargreaves’ team at Invesco. The Co-Portfolio Managers, supported by a well-resourced Asian dedicated team, work very closely on our portfolio and engage with our shareholders and potential investors. Their investment process can be summarised as “valuation not value” and has been very successful with institutional clients such as pension funds and sovereign wealth investors. In times like these of great change, we would argue that this forward-looking active approach (as opposed to a backward-looking index or passive style) is exactly what is needed. The team have delivered very strong performance relative to the benchmark for shareholders over 1, 3, 5 and 10 years, as shown in the table below.

Like many professional consultants and shareholders, we, as fully independent non-executive directors, look for talented stock pickers, a robust process and consistent outperformance in our investment manager. We believe we have all three in Ian, Fiona and the team at Invesco.

Annualised Total Return in Sterling Terms to 30 April 2023(1)(2)

 

1

3

5

10

 

year

years

years

years

Net Asset Value %

1.3

13.9

6.0

10.0

Benchmark %

–6.0

3.3

1.3

5.2

(1) Source: Refinitiv.

(2) The benchmark index of the Company was changed on 1 May 2015 to the MSCI AC Asia ex Japan Index from the MSCI AC Asia Pacific ex Japan Index (both indices total return, net of withholding tax, in sterling terms). The benchmark performance used throughout this report uses the former index for periods prior to 1 May 2015.

 

The Corporate Proposition

The Company’s Corporate Proposition was first introduced in the Half-Yearly Financial Report to 31 October 2018. Since then, the Board has continued to review and adopt measures intended to create additional demand for the Company’s shares, both from existing and new shareholders, and to reduce the discount. We have been careful to ensure that the measures chosen are in the best interests of shareholders as a whole. The intention is that the gains from each will combine to make the Corporate Proposition as compelling as the Investment Case.

There are multiple elements to our Corporate Proposition, including:

1. Continuation Vote: Every three years the future of the Company is subject to a continuation vote. The next one is due in 2025.

2. Enhanced dividend policy: The Board introduced a new enhanced dividend policy in August 2020 which aims to pay, in the absence of unforeseen circumstances, a regular six-monthly dividend equivalent to 2.0% of the Company’s NAV, calculated on the last business day of September and February. The dividends will be paid to shareholders in November and April. This means that the two interim dividends will not be subject to a resolution at the Annual General Meeting (AGM) but that the distribution policy as a whole will be put to shareholders at each AGM. For the year ended 30 April 2023, the first interim dividend of 7.20p was paid to shareholders on 24 November 2022 and a second interim dividend of 7.60p was paid to shareholders on 25 April 2023. This gave a total distribution of approximately 4.0% of NAV over the year and represents a 4.6% dividend yield on the closing share price on 30 April 2023. Please note that the policy of paying out approximately 4.0% of NAV means that dividend payments will not necessarily increase every year.

3. Performance Conditional Tender: We introduced a performance conditional tender offer in August 2020 through which the Board has undertaken to effect a tender offer for up to 25.0% of the Company’s issued share capital at a discount of 2.0% to the prevailing NAV per share (after deduction of tender costs), in the event that the Company’s NAV cum-income total return performance over the five year period to 30 April 2025 fails to exceed the Company’s comparator index, the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms) by 0.5% per annum over the five years on a cumulative basis. Shareholders already have the opportunity to vote on the continuation of the Company every three years, but the Board believes that also providing shareholders with the option to tender a proportion of their shares for a cash price close to NAV if the Company underperforms, constitutes a pragmatic and attractive initiative, particularly if the shares were to be trading at a material discount at the time.

 We are now three years through this five-year period over which the performance of the Company will be assessed: On an annualised basis, the Company’s NAV is up by 13.9% per annum (p.a.) over the three years while the index is up by 3.3% p.a.

4. Environmental, Social and Governance Matters (ESG): The Board recognises the importance of ESG considerations in delivering value to shareholders and the Manager’s approach is explained in detail later in this report. We continue to monitor closely developments in this space and, noting the growing public discourse on climate change, we have asked the Manager to highlight examples of holdings in companies that are helping facilitate the journey towards Net Zero Alignment (NZA). The Manager has the resources to assess the risks and opportunities which may result from accelerating ESG-driven change. Invesco’s Global ESG function, based in Henley, inputs into the research process and provides a formal ESG oversight process including meetings with the portfolio managers and analysts to review the portfolio from an ESG perspective. The Manager is a signatory of the Financial Reporting Council’s Stewardship Code and is an active member of the UK Sustainable Investment and Finance Association which guides the Portfolio Managers’ investment approach for the portfolio. In addition, the Manager scored four stars for its Investment & Stewardship Policy under new scoring methodology produced by United Nations Principles for Responsible Investment (PRI). This followed five consecutive years of achieving an A+ rating for responsible investment (Strategy & Governance) under the previous methodology. The Manager is a supporter of the Task Force for Climate Related Financial Disclosure (TCFD) since 2019 and published its third iteration of its TCFD-aligned Climate Change Report in 2022.

 As well as monitoring at each board meeting the Manager’s assessment of ESG considerations on individual stock decisions, the Board looks at various indicators of overall ESG progress. We do not expect every indicator to travel in the favoured direction in every period: the portfolio will change as will the measurements. Some factors will have their priorities reassessed over time, for example products with a military use may have been negatively assessed in the past but when reconsidering the social factor of security in the light of the Russian invasion of Ukraine, will now be assessed more favourably. Despite these challenges, we should be able to see progress for many indicators over longer time periods. For example, in the year just ended the Manager engaged with 54 of the 56 portfolio holdings, voting against management resolutions for 38 of them. The Manager met a total of 342 companies over the year, engaging with ESG issues on 255 of them. A year ago, the Company held 28 companies that had not yet set a net zero target. Now that number is down to 23 which is due in part to active engagement with these companies by Invesco. Finally, the number of women on investee company boards has been increasing.

5. Access to Invesco Expertise: Ian Hargreaves is Invesco’s lead portfolio manager of Asian accounts for institutional investors and manages over £4 billion of institutional assets (as at 30 June 2023). Fiona Yang is proving to be a rising star in the Invesco Team contributing from her base in Singapore. Invesco Asia Trust plc is the only vehicle available to UK retail investors who wish to access their track record. They manage it with a high degree of commonality to their institutional portfolios although they also add the best smaller company opportunities.

6. Engaging more individual shareholders: We are encouraged that an increasing proportion of our shareholders are individuals, with the proportion of investors who hold shares of Invesco Asia Trust plc via execution-only platforms once again increasing. The Board aims to engage more directly with individual investors. Working closely with the Manager, we continue to raise the profile of the Company through new direct investor information, commentary and events, which provide access to the thoughts and views of Ian and Fiona, their team and the Directors. These activities complement the ongoing engagement with a broad range of professional investors. Please visit our homepage www.invesco.co.uk/invescoasia where you can also find presentations, read updates or register to receive printed copies of the Half-Yearly and Annual Financial Reports. You can also see third party research (by Kepler Partners) and monthly factsheets on the Company’s website. Shareholders can also contact us by email at investmenttrusts@invesco.com.

7. Meeting the Directors and Portfolio Managers: One of the main attractions of owning an investment trust over a unit trust or open-ended investment company (OEIC) is that all shareholders have the opportunity of meeting the Directors and the Portfolio Managers every year at the AGM. This year’s meeting will be held in person at Invesco’s London office at 12pm on Thursday 21 September 2023. As well as the Company’s formal business, there will be a presentation from Ian and Fiona, the opportunity to ask questions to the Portfolio Managers and Directors and then to chat informally with all of us afterwards over lunch. Shareholders may bring a guest to these meetings. For me this is one of the highlights of being Chairman and I look forward to meeting as many of you as possible. For those unable to make it in person, we will record a special version of the presentation and post it onto our website after the AGM. Shareholders wishing to lodge questions in advance of the AGM should do so by email to the Company Secretary at investmenttrusts@invesco.com or, by letter, to 43-45 Portman Square, London W1H 6LY.

8. Ongoing Charges and Fees: As a Board we are responsible for managing the level of charges to shareholders. Our intention is to seek to reduce gradually the level of ongoing charges over time. The main component of the 0.99% p.a. ongoing charge is the investment management fee paid to Invesco. The investment management fee is 0.75% on assets up to £250 million reducing to 0.65% on net assets over this amount.

9. Gearing: The Company intends to use gearing (or borrowings) actively to take advantage of its closed-end structure. At the year end the Company had net gearing of 5.3% having started the year at 1.6%.

10. Directors’ Shareholdings: Institutional investors often follow and ask for information on Directors’ holdings of shares in the Company. These are shown in the Directors’ Remuneration Report in the Annual Financial Report and we are required to notify any changes to the stock market by regulatory announcement. Additionally, our Portfolio Managers, Ian and Fiona, are both shareholders in the Company and we can confirm that their remuneration by the Manager is partly determined by the performance of the Company.

11. Buyback Authority: The Board has a stated average discount target of less than 10% of NAV calculated on a cum-income basis (formerly ex-income) over the Company’s financial year, although the Directors are cognisant of the fact that the Company’s share rating at any particular time will reflect a combination of various factors, a number of which are beyond the Board’s control. Share buybacks will occur where and when we consider (in conjunction with our broker) that such buybacks will be effective, taking into account market factors and the discounts of comparable funds.

Update

As at the latest practicable date prior to the publication of this report, being 24 July 2023, the NAV total return was -0.2%, underperforming the index total return of 0.8%. The share price total return was 4.1%, with the discount narrowing to 8.7%.

Outlook

After a big fall in the first half of the Company’s financial year and a big rise in the second half, we are back to where we were a year ago. Some concerns remain: relations between China and the US have been strained and are still adjusting to a new normal. US interest rates have risen and are expected to rise further. Yet some factors have improved: Asia and China in particular seem to have escaped Covid-19 without the pain that was expected at the beginning of last winter. Asian economies have proved robust in the absence of the inflation problems that have plagued the West and the UK in particular. Corporate earnings have rebounded which means that markets today are trading at valuations that are much more attractive than a year ago. As Ian and Fiona argue, valuations such as these have historically proven to be attractive entry points, even when geopolitical or macroeconomic conditions might have suggested otherwise.

This is one of the main reasons why the Company has not undertaken any share buybacks in the last year even though the average discount of the share price to net asset value was higher than the Board’s tolerance at 11.6%. We believe that the Investment Case for the Company is strong and so too is the combination of policies enshrined in our Corporate Proposition. The next period is quite likely to prove to be a very attractive long-term opportunity for shareholders. We simply do not want to stand in their way.

 

Neil Rogan

Chairman

25 July 2023

 

Portfolio Managers’ Report Q&A

Portfolio Manager

Ian Hargreaves is Co-Head of the Asian & Emerging Markets Equities team which manages pan-Asian portfolios and covers the entire Asian region. He has led this team as Co-Head since 2018. He started his investment career with Invesco Asia Pacific in Hong Kong in 1994 as an investment analyst where he was responsible for coverage of Indonesia, South Korea and the Indian sub-continent, as well as managing several regional institutional client accounts. Ian returned to the UK to join Invesco’s Asian Equities team in 2005, working on the portfolio as part of the investment team. He was appointed as joint Portfolio Manager in 2011 and became the sole Portfolio Manager on 1 January 2015, up until the appointment of Fiona Yang as Co-Portfolio Manager in January 2022.

Portfolio Manager

Fiona Yang was appointed Co-Portfolio Manager of Invesco Asia Trust plc in January 2022 and is a member of the Henley-based Asian & Emerging Markets Equities team. In February 2022, Fiona moved to Invesco’s Singapore office and remains an integral part of the Henley-based team. Fiona started her career with Goldman Sachs in July 2012 and became a member of their Asian Equity sales team as a China product specialist. She joined Invesco in August 2017. Fiona is also the fund manager on the Invesco Asian Equity Income Fund (UK) and provides stock and sector research covering the wider Asia ex-Japan region with a focus on China H and A share markets.

 

Q How has the Company performed in the year under review?

A The Company’s net asset value grew by 1.3% (total return, in sterling terms) over the twelve months to 30 April 2023, which compares to the benchmark MSCI AC Asia ex Japan index return of –6.0%.

A small positive return for the portfolio over the year feels like a good result. Markets have been volatile, and although they have rebounded strongly from their October lows, buoyed by some admittedly short-lived optimism surrounding China’s reopening, the benchmark index against which we measure performance has not recovered its lost ground and evidences the changing market conditions. Continued outperformance can be attributed to strong stock selection across different countries and sectors. Having a balanced portfolio has also helped, and we have remained active, seeking out new opportunities to invest in companies that are worth more than the market believes.

Geopolitical uncertainty remains a significant overhang, with the ongoing Russia-Ukraine conflict and resurfacing US-China tensions. Markets have also had to contend with the collapse of Credit Suisse and the failure of some US regional banks, who were caught off guard by the pace of Federal Reserve tightening. The risk of developed markets entering recession lingers, but China’s reopening is a potential offset and domestic macro conditions in Asia remain largely stable.

Q What have been the biggest contributors?

A India’s economy is enjoying a broad-based recovery, and holdings in ICICI Bank and Housing Development Finance Corporation (HDFC) made a significant contribution, supported by a benign credit cycle and a pick-up in growth across business lines. Engineering and construction conglomerate Larsen & Toubro and Mahindra & Mahindra (auto manufacturer) also made strong gains.

Stock selection in financials elsewhere added value, with United Overseas Bank in Singapore and PT Bank Negara Indonesia Persero outperforming, as did insurers, particularly QBE Insurance which is enjoying a turnaround in profitability.

China reopening acted as a positive catalyst for consumer-related stocks such as Gree Electrical Appliances, Sands China, Beijing Capital International Airport and Samsonite International. In Korea, steel manufacturer POSCO was buoyed by the China reopening trade and the improved outlook for battery supply chain companies (given its lithium business), which also benefitted LG Chemical.

Q And detractors?

A JD.com was the biggest single detractor amidst concerns over competitive pressures in e-commerce as revenue growth slows. Alibaba has been similarly impacted, with valuations for both having derated to such an extent that the market does not appear to share our belief that earnings will start to show signs of improvement.

Property-related companies in China underperformed, with China Overseas Land and Investment and A-Living Smart City Services lagging the broader market rebound. Dongfeng Motor also disappointed, although we have now sold this position, with the car company’s outlook challenged by the strength of competition in China’s electric vehicle (EV) market, an area of the market they are losing ground in with joint venture partners Nissan and Honda.

Finally, Kasikornbank a leading Thai bank, has underperformed due to asset quality concerns, but the bank has been cleaning-up its balance sheet and is well positioned to benefit from a recovery in tourism, which should help improve the outlook for growth and core bank profitability.

Q Has your view on China changed at all?

A China’s reopening has resulted in a robust recovery in consumer demand, but economic data has been mixed as expansion in the services sector is not yet feeding through into other areas. Lingering concern over the strength of a cyclical recovery appears to be feeding back into markets, which continue to struggle with US/China tensions. Recent suggestions that regular direct communication between the US and China might be resumed would be constructive and help markets better price the equity risk premium for China. Policy settings remain supportive and although this is not a typical cycle, we would expect confidence to return to more cyclical areas of the economy in due course.

We believe the current mix of macro, regulatory and geopolitical concerns leave valuations at overly discounted levels, providing attractive opportunities to add exposure to quality growth names that appear cheap relative to their history. As well as adding to existing holdings that we like, we have introduced: dairy producer Yili, which has an improving branding and consumer service capability that is likely to drive sales growth and support a recovery in earnings over the medium term; and Will Semiconductor, a company which principally engages in the research and development, design and sales of semiconductor devices. The company was impacted by a downturn in the Chinese smartphone cycle, but has a more positive growth outlook further out which is supported by drivers such as auto contact image sensor (CIS) where it has 40% market share.

Q Are you more positive on tech?

A In our half-year report, we noted that valuations appeared more reasonable, particularly in the memory semiconductor market that is going through a sharp downturn. Given that these downcycles tend to be relatively short in duration, we feel that an inflexion point is inevitable at some stage in our investment horizon, with capital expenditure (capex) cuts from weak players an encouraging signal on that front.

Having already added to Samsung Electronics, we introduced SK Hynix, the second biggest memory company globally. We also added slightly to other existing semiconductor and tech hardware names on weakness, with the portfolio now having a slight overweight position in the IT sector.

Sector performance has picked up year-to-date, benefitting from some excitement around the launch of generative AI models such as ChatGPT, which are likely to be revolutionary for the tech industry, allowing machines to understand natural language and converse with us like humans. Strong demand for additional computing power and AI servers makes us increasingly confident on the structural outlook of several portfolio companies, particularly Taiwan Semiconductor Manufacturing (TSMC) as the main fabricator of AI chips.

Q How are geopolitics and supply-chain changes affecting the sector?

A What some call ‘de-globalisation’, and the Chinese call ‘dual circulation’ is already underway, and these trends are likely to continue as multinational companies around the world seek greater supply chain resilience, with support from governments looking to shield their economies from global volatility and promote self-reliance. The US CHIPS and Science Act is likely to see greater semiconductor capacity based out of the US and its associated ecosystem. Meanwhile, US export controls seek to curtail China’s access to advanced semiconductor technology, slowing its development in quantum computing and artificial intelligence. However, China continues to invest heavily in these fields, in the hope that domestic innovation helps them remain competitive.

These trends have already caused disruption, but policy is unlikely to challenge the systemic importance of key semiconductor technology providers like Samsung Electronics and TSMC. While China’s semiconductor industry faces increasing technology constraints, a company like SK Hynix could benefit as competitive pressures from China ease. It is important to stress that this remains a fluid situation, which we continue to monitor closely. Further risks lie ahead, as do opportunities, making stock picking imperative.

Q Is increased exposure to Korea solely tech-related?

A South Korea continues to be the cheapest market in Asia, even after a strong start to the year. We increasingly feel that the ‘Korea discount’ overstates corporate governance concerns, geopolitical risk and the cyclical nature of its economy. We believe that this is an opportunity to own operationally solid companies, with good balance sheets, and an ability and desire to improve shareholder returns over time – a trend we already see evidence of (see chart in the Annual Financial Report).

This biggest driver of position changes is conviction in the undervaluation of the stocks we are adding to. As well as the memory chip companies mentioned above, we have added to existing holdings such as: LG Chemical, the largest maker of EV batteries outside China; and LG Household & Health Care, a consumer goods company that manages cosmetics, household products and beverages brands. The portfolio also has exposure to leading franchises across a variety of sectors including an insurer, and manufacturers of autos and steel products.

Q What opportunities have you found in Vietnam?

A Historically, low levels of liquidity and relatively expensive valuations have deterred us from investing in Vietnam. The market had a tough year in 2022 and the near-term outlook is challenging. The property market has been hit by a liquidity crunch, which has ramifications for the banks. Consumer spending has been impacted by faltering exports growth, high mortgage rates and losses for investors in domestics stocks and bonds. Finally, the near-term outlook for earnings is lacklustre as the domestic economy appears to be in a period of consolidation. However, with valuations having fallen to trough levels, we felt the market was reflecting an overly pessimistic outlook and that there were likely to be some attractive opportunities.

Vietnam’s structural growth drivers remain intact. Foreign direct investment in 2022 was a record US$22.5 billion (5.5% of GDP), with multinationals such as Apple and Boeing following Samsung Electronics, which already produces most of its handsets in the country. As others follow, the improved infrastructure, logistics and clustering of supply-chains should help to create a virtuous cycle. Meanwhile, 37 million people are expected to join the middle class by 2030, which in turn is supporting rapid urbanisation.

We have introduced two new holdings. Vinamilk, the market-leading dairy company generates strong free cash flow and offers a stable 5-6% dividend yield. While near-term margins have been under pressure given milk powder price increases, we expect to see a recovery in margins in 2023 as milk prices stabilise. Hoa Phat is the largest steel producer in Vietnam, which has a significant cost and scale advantage over smaller local competitors. Cyclical concerns are ultimately less important than the potential for long-term steel demand growth, driven by both property and infrastructure.

Q Has your exposure to financials changed at all?

A The portfolio continues to have significant exposure to financials, but we have reduced position sizes in recent months, taking some profits from outperformers such as PT Bank Negara Indonesia Persero, ICICI Bank, United Overseas Bank and QBE Insurance. With portfolio performance having benefitted from a sensitivity to rising interest rates, we have started to consider more closely areas of the market that might benefit from an eventual easing of policy, such as real estate.

The portfolio retains an underweight position in banks, with no holdings in Chinese or Australian banks. We remain comfortable with exposure to banking markets such as India and Indonesia, which have already undergone significant credit downcycles in the last 5+ years. In our view this means greatly reduced credit risk and importantly for the investment case the potential for good credit growth ahead. This was demonstrated through Covid where bad debts were low despite economic dislocations. The banks we own also feature high capital ratios, low loan-to-deposit ratios and strong retail low-cost deposit bases.

Other significant themes within financials include long-term positive prospects for the life insurance industry in China (AIA and Ping An Insurance), and a turnaround in profitability for general insurers such as QBE Insurance and Samsung Fire & Marine.

Q Final thoughts?

A China’s economy is reopening, with a robust recovery in consumer demand, but its equity market continues to trade at a discount, even as fundamental improvement in the outlook for corporate earnings mean there is scope for positive surprises that would validate a re-rating. The rest of Asia should be a relative beneficiary of China’s reopening and as such may see less earnings vulnerability from the global slowdown compared to many advanced economies, with revisions beginning to improve.

Asian markets continue to trade at a significant discount to developed markets, particularly the US. We believe there is scope for this to narrow, with US dollar strength challenged by a potential recession in the US as the Fed seeks to root out inflation. Inflationary pressures in Asia are less of a concern, suggesting greater policy flexibility, which should also be supportive for markets. Looking further ahead, US inflation might be stickier than expected, but it is declining from a high base which could lead to an easing of financial conditions at a time when Asia is enjoying a favourable growth differential. Combined, we feel this makes Asia an attractive place to be investing over the medium-term, with divergence between countries and sectors providing good opportunities for lucrative stock picking.

Ian Hargreaves & Fiona Yang

Portfolio Managers

25 July 2023

 

Principal and Emerging Risks and Uncertainties

The Board has carried out a robust assessment of the principal and emerging risks facing the Company. These include those that would threaten its business model, future performance, solvency and liquidity. In carrying out this assessment, the Board together with the Manager have considered emerging risks such as geopolitical risks, evolving cyber threats and climate related risks. These risks also form part of the principal risks identified and the mitigating actions are detailed below.

 

Category and Principal Risk Description

Mitigating Procedures and Controls

Risk trend during the year

Strategic Risk

Market Risk

The Company’s investments are mainly traded on Asian and Australasian stock markets as well as the UK. The principal risk for investors in the Company is a significant fall and/or a prolonged period of decline in these markets. This could be triggered by unfavourable developments within the region or events outside it.

The Company has a diversified investment portfolio by country, sector and stock. Due to its investment trust structure, no forced sales need to take place and investments can be held over a longer term horizon. However, there are few ways to mitigate absolute market risk because it is engendered by factors which are outside the control of the Board and the Manager. These factors include the general health of the world economy, interest rates, inflation, government policies, industry conditions, and changing investor demand and sentiment. Such factors may give rise to high levels of volatility in the prices of investments held by the Company.

► Unchanged

Geopolitical Risk

Political risk has always been a feature of investing in stock markets and it is particularly so in Asia. Wider political developments in geographies beyond Asia, such as the US and Ukraine, can create risks to the value of the Company’s assets. Asia encompasses a variety of political systems. There are many examples of diplomatic skirmishes and military tensions and sometimes these resort to military engagement. Moreover, the involvement in Asian politics of the US and European countries can reduce or raise tensions.

The Manager evaluates and assesses political risk as part of the stock selection and asset allocation policy which is monitored at every Board meeting. This includes political, military and diplomatic events and changes to legislation. Balancing political risk and reward is an essential part of the active management process.

▲ Increased

Investment Objectives and Strategy

The Company’s investment objectives and strategy are no longer meeting investors’ demands.

The Board receives regular reports reviewing the Company’s investment performance against its stated objectives and peer group, and reports from discussions with its brokers and major shareholders. The Board also has a separate annual strategy meeting.

► Unchanged

Widening Discount

A lack of liquidity and/or lack of investor interest in the Company’s shares leads to a depressed share price and a widening discount to its NAV.

A persistently high discount may lead to buybacks of the Company’s shares and result in the shrinkage of the Company.

The Board receives regular reports from both the Manager and the Company’s broker on the Company’s share price performance, level of share price discount to NAV and recent trading activity in the Company’s shares. The Board has introduced initiatives to help address the Company’s share rating including a performance conditional tender in 2025 and the enhanced dividend policy. It may seek to reduce the volatility and absolute level of the share price discount to NAV for shareholders through buying back shares within the stated limit. The Board also receives regular reports on investor relation meetings with shareholders and prospective investors and works to ensure that the Company’s investment proposition is actively marketed through relevant messaging across many distribution channels.

▲ Increased

Performance

That the Portfolio Managers consistently underperform the benchmark and/or peer group over 3-5 years.

The Board regularly compares the Company’s NAV performance over both the short and long term to that of the benchmark and peer group as well as reviewing the portfolio’s performance against benchmark (attribution) and risk adjusted performance (volatility, beta, tracking error, Sharpe ratio) of the Company and its peers.

► Unchanged

ESG including climate risk

Risks associated with climate change and ESG considerations could affect the valuation of the Company’s holdings.

ESG considerations are integrated as part of the investment decision-making in constructing the portfolio. Such investment decisions include the transactions undertaken in the year, the review of active portfolio positions and consideration of the gearing position and, if applicable, hedging. The Manager’s process around ESG is described in the ESG Monitoring and Engagement section on pages 14 to 17.

▲ Increased

Key Person Dependency

Either or both of the Portfolio Managers (Ian Hargreaves and Fiona Yang) ceases to be Portfolio Manager or are incapacitated or otherwise unavailable.

The appointment of Fiona Yang as Co-Portfolio Manager has mitigated the risk of key person dependency. Also, the Portfolio Managers work within and are supported by the wider Invesco Asian and Emerging Markets Equities team, with Ian Hargreaves and William Lam as Co-Heads of this team.

► Unchanged

Currency Fluctuation Risk

Exposure to currency fluctuation risk negatively impacts the Company’s NAV. The movement of exchange rates may have an unfavourable or favourable impact on returns as nearly all of the Company’s assets are non-sterling denominated.

With the exception of borrowings in foreign currency, the Company does not normally hedge its currency positions but may do so should the Portfolio Managers or the Board feel this to be appropriate. Contracts are limited to currencies and amounts commensurate with the asset exposure. The foreign currency exposure of the Company is reviewed at Board meetings.

► Unchanged

Third Party Service Providers Risk

Unsatisfactory Performance of Third Party Service Providers

Failure by any Third Party Service Provider (TPP) to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operations of the Company and could affect the ability of the Company to successfully pursue its investment policy and expose the Company to reputational risk. Disruption to the accounting, payment systems or custody records could prevent the accurate reporting and monitoring of the Company’s financial position.

The Audit Committee closely monitors the services provided by the Manager and other TPPs. The details of how effective internal control is assured are set out in the internal control and risk management section on page 41.

► Unchanged

Information Technology Resilience and Security

The Company’s operational structure means that all cyber risk (information and physical security) arises at its TPP. This cyber risk includes fraud, sabotage or crime perpetrated against the Company or any of its TPPs.

The Audit Committee receives regular updates on the Manager’s information and cyber security. This includes updates on the cyber security framework, staff resource and training, and the testing of its security systems designed to protect against a cyber security attack.

As well as conducting a regular review of TPPs audited service organisation control reports, the Audit Committee monitors TPPs’ business continuity plans and testing including the TPPs’ and Manager’s regular ‘live’ testing of workplace recovery arrangements should a cyber event occur.

► Unchanged

Operational Resilience

The Company’s operational capability relies upon the ability of its TPPs to continue working throughout the disruption caused by a major event such as the Covid-19 pandemic.

The Manager’s business continuity plans are reviewed on an ongoing basis and the Directors are satisfied that the Manager has in place robust plans and infrastructure to minimise the impact on its operations so that the Company can continue to trade, meet regulatory obligations, report and meet shareholder requirements.

The Manager has arrangements and prioritises between work deemed necessary to be carried out on business premises and work from home arrangements should it be necessary, for instance due to further restrictions. Any meetings are held in person, virtually or via conference calls. Other similar working arrangements are in place for the Company’s TPPs. The Audit Committee receives regular update reports from the Manager and TPPs on business continuity processes.

► Unchanged

 

Viability Statement

The Company is a collective investment vehicle rather than a commercial business venture and is designed and managed for long term investment. The Company’s investment objective clearly sets out the long-term nature of the returns from the portfolio and this is the view taken by both the Directors and the Portfolio Managers in the running of the portfolio. The Company is required by its Articles to have a vote on its future every three years, the next vote being at the Annual General Meeting in 2025. The Directors remain confident in the Company’s Investment Case and Corporate Proposition, as detailed on pages 7 to 9, to deliver against the Company’s investment objectives. On this basis and notwithstanding the continuation vote in 2025, the Directors consider that ‘long term’ for the purpose of this viability statement is three years, albeit that the life of the Company is not intended to be limited to this period.

In their assessment of the Company’s viability, the Directors have performed a robust assessment of the emerging and principal risks. The Directors considered the risks to which it is exposed, as set out on pages 23 to 25, together with mitigating factors. Their assessment considered these risks, as well as the Company’s investment objective, investment policy and strategy, the investment capabilities of the Manager and the business model of the Company, which has withstood several major market downcycles since the Company’s inception in 1995. Their assessment also covered the current outlook for the Asian economies and equity markets, the ongoing conflict in Ukraine; the demand for and buybacks of the Company’s shares; the Company’s borrowing structure and level of gearing; the liquidity of the portfolio; and the Company’s future income and annual operating costs, including stressed scenario testing for both income and loan covenants. Although the current outlook for Asian markets is challenging, the Directors and the Manager are cautiously optimistic that Asia remains a region with sound economic and corporate fundamentals. Lastly, whilst past performance may not be indicative of performance in the future, the sustainability of the Company can be demonstrated to date by there having been no material change in the Company’s investment objective since its launch in 1995.

The Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for the three year period from the signing of the balance sheet.

 

Investments in Order of Valuation

at 30 April 2023

Ordinary shares unless stated otherwise

† The sector group is based on MSCI and Standard & Poor’s Global Industry Classification Standard.

 

 

 

Market

 

 

 

 

Value

% of

Company

Sector†

Country

£’000

Portfolio

Taiwan Semiconductor Manufacturing

Semiconductors and Semiconductor Equipment

Taiwan

22,073

8.5

Samsung Electronics

Technology Hardware and Equipment

South Korea

16,551

6.4

TencentR

Media and Entertainment

China

16,385

6.3

AlibabaR

Consumer Discretionary Distribution and Retail

China

10,344

4.0

Housing Development Finance Corporation

Financial Services

India

 9,877

3.8

AIA

Insurance

Hong Kong

 9,373

3.6

Gree Electrical AppliancesA

Consumer Durables and Apparel

China

 7,045

2.7

KasikornbankF

Banks

Thailand

 6,680

2.6

Astra International

Capital Goods

Indonesia

 6,606

2.6

Ping An InsuranceH

Insurance

China

 6,353

2.5

Top Ten Holdings

 

 

111,287

43.0

LG Chemical

Materials

South Korea

 6,313

2.5

SK Hynix

Semiconductors and Semiconductor Equipment

South Korea

 6,123

2.4

MINTH

Automobiles and Components

Hong Kong

 5,357

2.1

YiliA

Food, Beverage and Tobacco

China

 5,114

2.0

Aurobindo Pharma

Pharmaceuticals, Biotechnology and Life Sciences

India

 4,995

1.9

JD.comR

Consumer Discretionary Distribution and Retail

China

 4,575

1.8

Shriram Transport Finance

Financial Services

India

 4,529

1.7

MingYang Smart EnergyA

Capital Goods

China

 4,521

1.7

Hyundai Motor – preference shares

Automobiles and Components

South Korea

 4,346

1.7

CK Asset

Real Estate Management and Development

Hong Kong

 4,283

1.7

Top Twenty Holdings

 

 

161,443

62.5

Beijing Capital International AirportH

Transportation

China

4,258

1.6

China Overseas Land and Investment

Real Estate Management and Development

Hong Kong

 4,085

1.6

Yue Yuen Industrial

Consumer Durables and Apparel

Hong Kong

3,886

1.5

Samsung Fire & Marine

Insurance

South Korea

 3,883

1.5

Will SemiconductorA

Semiconductors and Semiconductor Equipment

China

 3,773

1.5

Newcrest Mining

Materials

Australia

 3,702

1.4

ICICI Bank – ADR

Banks

India

 3,622

1.4

NetEaseR

Media and Entertainment

China

 3,608

1.4

LG Household & Health Care

Household and Personal Products

South Korea

 3,503

1.4

Largan Precision

Technology Hardware and Equipment

Taiwan

 3,473

1.4

Top Thirty Holdings

 

 

199,236

77.2

China MeiDong AutoR

Consumer Discretionary Distribution and Retail

China

 3,422

1.3

Suofeiya Home CollectionA

Consumer Durables and Apparel

China

 3,369

1.3

Vinamilk

Food, Beverage and Tobacco

Vietnam

 3,356

1.3

Uni-President

Food, Beverage and Tobacco

Taiwan

 3,273

1.3

Hansoh PharmaceuticalR

Pharmaceuticals, Biotechnology and Life Sciences

China

 3,227

1.2

Larsen & Toubro

Capital Goods

India

 3,212

1.2

ENN EnergyR

Utilities

China

 3,123

1.2

Autohome – ADS

Media and Entertainment

China

 3,080

1.2

Chroma ATE

Technology Hardware and Equipment

Taiwan

 2,815

1.1

Semen Indonesia

Materials

Indonesia

 2,707

1.0

Top Forty Holdings

 

 

230,820

89.3

TingyiR

Food, Beverage and Tobacco

China

 2,559

1.0

Hoa Phat

Materials

Vietnam

 2,399

0.9

QBE Insurance

Insurance

Australia

 2,380

0.9

Worley

Capital Goods

Australia

 2,345

0.9

POSCO

Materials

South Korea

 2,274

0.9

China Communications ServicesH

Capital Goods

China

 2,171

0.8

United Overseas Bank

Banks

Singapore

 2,167

0.8

JiumaojiuR

Consumer Services

China

 2,040

0.8

MediaTek

Semiconductors and Semiconductor Equipment

Taiwan

 2,012

0.8

Mahindra & Mahindra

Automobiles and Components

India

 1,656

0.6

Top Fifty Holdings

 

 

252,823

97.7

China BlueChemicalH

Materials

China

 1,593

0.6

PT Bank Negara Indonesia Persero

Banks

Indonesia

 1,314

0.5

Sands China

Consumer Services

Hong Kong

 1,234

0.5

HKR International

Real Estate Management and Development

Hong Kong

840

0.3

MeituanR

Consumer Services

China

633

0.2

A-Living Smart City ServicesH

Real Estate Management and Development

China

487

0.2

Lime CoUQ

Capital Goods

South Korea

 38

–

Total Holdings 57 (2022: 57)

 

 

258,962

100.0

UQ:  Unquoted investment.

ADR/ADS: American Depositary Receipts/Shares – are certificates that represent shares in the relevant stock and are issued by a US bank. They are denominated and pay dividends in US dollars.

H:  H-Shares – shares issued by companies incorporated in the People’s Republic of China (PRC) and listed on the Hong Kong Stock Exchange.

R:   Red Chip Holdings – holdings in companies incorporated outside the PRC, listed on the Hong Kong Stock Exchange, and controlled by PRC entities by way of direct or indirect shareholding and/or representation on the board.

A:   A-shares – shares that are denominated in Renminbi and traded on the Shanghai and Shenzhen stock exchanges.

F:   F-Shares – shares issued by companies incorporated in Thailand that are available to foreign investors only. Thai laws have imposed restrictions on foreign ownership of Thai companies so there is a pre-determined limit of these shares. Voting rights are retained with these shares.

 

Classification of Investments by Country/Sector

at 30 April

 

              2023

             20221

 

Market Value

% of

 Market Value

% of

 

£’000

Portfolio

£’000

Portfolio

Australia

 

 

 

 

Capital Goods

 2,345

0.9

3,157

1.2

Insurance

 2,380

0.9

5,702

2.2

Materials

 3,702

1.4

2,082

0.8

 

8,427

3.2

10,941

 4.2

China

 

 

 

 

Automobiles and Components

-

-

3,525

1.4

Capital Goods

 6,692

2.5

6,004

2.3

Consumer Discretionary Distribution and Retail

 18,341

7.1

20,604

8.1

Consumer Durables and Apparel

 10,414

4.0

8,986

3.5

Consumer Services

 2,673

1.0

-

-

Food, Beverage and Tobacco

 7,673

3.0

1,884

0.7

Insurance

 6,353

2.5

5,374

2.1

Materials

 1,593

0.6

2,531

1.0

Media and Entertainment

 23,073

8.9

 23,803

9.2

Pharmaceuticals, Biotechnology and Life Sciences

 3,227

1.2

1,801

0.7

Real Estate Management and Development

487

0.2

976

0.4

Semiconductors and Semiconductor Equipment

 3,773

1.5

-

-

Transportation

 4,258

1.6

1,726

0.7

Utilities

 3,123

1.2

2,561

1.0

 

 91,680

 35.3

79,775

 31.1

Hong Kong

 

 

 

 

Automobiles and Components

 5,357

2.1

2,126

0.8

Capital Goods

-

-

3,771

1.5

Consumer Durables and Apparel

 3,886

1.5

5,262

2.0

Consumer Services

 1,234

0.5

2,371

0.9

Insurance

 9,373

3.6

7,693

3.0

Real Estate Management and Development

 9,208

3.6

 10,977

4.3

Transportation

-

-

1,409

0.5

 

 29,058

 11.3

33,609

 13.0

India

 

 

 

 

Automobiles and Components

 1,656

0.6

3,528

1.4

Banks

 3,622

1.4

8,622

3.4

Capital Goods

 3,212

1.2

4,229

1.6

Financial Services

 14,406

5.5

13,215

5.1

Pharmaceuticals, Biotechnology and Life Sciences

 4,995

1.9

4,830

1.9

 

 27,891

 10.6

34,424

 13.4

Indonesia

 

 

 

 

Banks

 1,314

0.5

6,278

2.4

Capital Goods

 6,606

2.6

10,848

4.3

Materials

 2,707

1.0

-

-

 

 10,627

4.1

17,126

 6.7

Ireland

 

 

 

 

Money Market Fund

-

-

846

0.3

 

-

-

846

0.3

Singapore

 

 

 

 

Banks

 2,167

0.8

5,661

2.2

Consumer Services

-

-

1,237

0.5

 

2,167

0.8

 6,898

 2.7

South Korea

 

 

 

 

Automobiles and Components

 4,346

1.7

4,578

1.8

Banks

-

-

1,710

0.7

Capital Goods

38

-

101

-

Energy

-

-

2,964

1.2

Household and Personal Products

 3,503

1.4

-

-

Insurance

 3,883

1.5

3,364

1.3

Materials

 8,587

3.4

6,495

2.5

Semiconductors and Semiconductor Equipment

 6,123

2.4

-

-

Technology Hardware and Equipment

 16,551

6.4

 15,242

6.0

 

 43,031

 16.8

34,454

 13.5

Taiwan

 

 

 

 

Food, Beverage and Tobacco

 3,273

1.3

4,416

1.7

Semiconductors and Semiconductor Equipment

 24,085

9.3

 19,499

7.7

Technology Hardware and Equipment

 6,288

2.5

9,707

3.8

 

 33,646

 13.1

33,622

 13.2

Thailand

 

 

 

 

Banks

 6,680

2.6

4,991

1.9

 

 6,680

2.6

4,991

1.9

Vietnam

 

 

 

 

Food, Beverage and Tobacco

 3,356

1.3

-

-

Materials

 2,399

0.9

-

-

 

5,755

2.2

-

-

Total

258,962

100.0

 256,686

100.0

1 Restated to reflect 2023 MSCI Global Industry Classification Standard (GICS) sector structure changes.

 

Statement of Directors’ Responsibilities

IN RESPECT OF THE PREPARATION OF THE ANNUAL FINANCIAL REPORT AND THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Financial Report and financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards, and applicable law, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 its profit or loss for that period.

In preparing these financial statements, the Directors are required to:

– select suitable accounting policies and then apply them consistently;

– make judgements and estimates that are reasonable and prudent;

– state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

– assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

– use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.

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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, which is maintained by the Company’s Manager. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement of the Directors in Respect of the Annual Financial Report

We confirm that to the best of our knowledge:

– the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

– the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

We consider the Annual Financial Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

 

Signed on behalf of the Board of Directors

 

Neil Rogan

Chairman

25 July 2023

 

Income Statement

 

 

 

For the Year ended 30 April 2023

For the Year ended 30 April 2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

Notes

£’000

£’000

£’000

£’000

£’000

£’000

Losses on investments held at fair value

9

-

(1,309)

(1,309)

-

(20,854)

(20,854)

Gains/(losses) on foreign exchange

 

-

625

625

-

(178)

(178)

Income

2

7,601

51

7,652

6,228

62

6,290

Investment management fee

3

(460)

(1,381)

(1,841)

(484)

(1,453)

(1,937)

Other expenses

4

(681)

(3)

(684)

(612)

(5)

(617)

Net return before finance costs and taxation

 

6,460 

(2,017)

4,443 

5,132

(22,428)

(17,296)

Finance costs

5

(108)

(325)

(433)

(11)

(33)

(44)

Return on ordinary activities before taxation

 

6,352

(2,342)

4,010

5,121

(22,461)

(17,340)

Tax on ordinary activities

6

(756)

(532)

(1,288)

(652)

(855)

(1,507)

Return on ordinary activities after taxation for the financial year

 

5,596

(2,874)

2,722

4,469

(23,316)

(18,847)

Return per ordinary share

Basic

7

8.37p

(4.30)p

4.07p

6.68p

(34.87)p

(28.19)p

The total column of this statement represents the Company’s profit and loss account, prepared in accordance with UK Accounting Standards. The return on ordinary activities after taxation is the total comprehensive income and therefore no additional statement of other comprehensive income is presented. The supplementary revenue and capital columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies. All items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year.

 

Statement of Changes in Equity

 

 

 

 

Capital

 

 

 

 

 

 

Share

Redemption

Special

Capital

Revenue

 

 

 

Capital

Reserve

Reserve

Reserve(1)

Reserve(1)

Total

 

Notes

£’000

£’000

£’000

£’000

£’000

£’000

At Year ended 30 April 2021

 

 7,500

 5,624

34,827

229,438

 3,863

281,252

Return on ordinary activities

 

-

-

-

(23,316)

 4,469

(18,847)

Dividends paid

8

-

-

-

(3,308)

(6,921)

(10,229)

At Year ended 30 April 2022

 

 7,500

 5,624

34,827

202,814

 1,411

252,176

Return on ordinary activities

 

-

-

-

(2,874)

5,596

2,722

Dividends paid

8

-

-

 -

(4,227)

(5,667)

(9,894)

At Year ended 30 April 2023

 

 7,500

 5,624

34,827

195,713

1,340

245,004

(1) These reserves form the distributable reserves of the Company and may be used to fund distributions by way of dividends.

Balance Sheet

 

 

 

At 30 April 2023

At 30 April 2022

 

Notes

£’000

£’000

Fixed assets

 

 

 

Investments held at fair value through profit or loss

9

 258,962

 256,686

Current assets

 

 

 

  Debtors

10

 522

2,492

  Cash and cash equivalents

 

1,337

 738

 

 

1,859

3,230

Creditors: amounts falling due within one year

 

 

 

Bank overdraft

 

(740)

-

Other Creditors

11

(14,261)

(7,047)

 

 

(15,001)

(7,047)

Net current liabilities

 

(13,142)

(3,817)

Total assets less current liabilities

 

245,820

 252,869

Provision for deferred tax liabilities

12

(816)

(693)

Net assets

 

245,004

 252,176

Capital and reserves

 

 

 

Share capital

13

7,500

7,500

Other reserves:

 

 

 

  Capital redemption reserve

14

5,624

5,624

  Special reserve

14

34,827

34,827

  Capital reserve

14

 195,713

 202,814 

  Revenue reserve

14

1,340

1,411  

Total shareholders’ funds

 

245,004

 252,176

Net asset value per ordinary share

 

 

 

Basic

15

366.48p

377.21p

The financial statements were approved and authorised for issue by the Board of Directors on 25 July 2023.

Signed on behalf of the Board of Directors

Neil Rogan
Chairman

 

Notes to the Financial Statements

1. Accounting Policies

Accounting policies describe the Company’s approach to recognising and measuring transactions during the year and the position of the Company at the year end.

A summary of the principal accounting policies, all of which have been consistently applied throughout this and the preceding year is set out below:

(a) Basis of Preparation

 (i) Accounting Standards applied

The financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards and applicable law (UK Generally Accepted Accounting Practice (‘UK GAAP’)), including FRS 102, and with the Statement of Recommended Practice Financial Statements of Investment Trust Companies and Venture Capital Trusts, updated by the Association of Investment Companies in July 2022 (‘SORP’). The financial statements are prepared on a going concern basis.

As an investment fund the Company has the option, which it has taken, not to present a cash flow statement as the following conditions have been met:

• substantially all investments are highly liquid;

• substantially all investments are carried at market value; and

• a statement of changes in equity is provided.

 (ii) Going concern

The financial statements have been prepared on a going concern basis. The Directors performed an assessment of the Company’s ability to meet its liabilities as they fall due. In performing this assessment, the Directors took into consideration the continuing uncertain economic outlook and other geopolitical events including:

• the level of borrowings, cash balances and the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments, including repayment of the bank facility;

• the net current liability position of the Company, after the deduction of drawn-down borrowings, which will be met through the renewal of the existing credit facility or the sale of investments in order to repay any borrowings;

• the ability of the Company to meet all of its liabilities and ongoing expenses from its assets;

• revenue and operating cost forecasts for the forthcoming year;

• the ability of third-party service providers to continue to provide services; and

• potential downside scenarios including a fall in the valuation of the investment portfolio or levels of investment income.

Based on this assessment, the Directors are satisfied that the Company has adequate resources to continue in operational existence for at least 12 months after signing the balance sheet and the financial statements have therefore been prepared on a going concern basis.

 (iii) Significant Accounting Estimates and Judgements

The preparation of the financial statements may require the Directors to make estimates where uncertainty exists. It also requires the Directors to make judgements, estimates and assumptions, in the process of applying the accounting policies. Except for the functional and presentation currency as noted below, there have been no other significant judgements, estimates or assumptions for the current or preceding year.

(b) Foreign Currency

 (i) Functional and presentation currency

The Company’s investments are made in several currencies, however, the financial statements are presented in sterling, which is the Company’s functional and presentational currency. In arriving at this conclusion, the Directors considered that the Company’s shares are listed and traded on the London Stock Exchange, the shareholder base is predominantly in the United Kingdom and the Company pays dividends and expenses in sterling.

 (ii) Transactions and balances

Transactions in foreign currency, whether of a revenue or capital nature, are translated to sterling at the rates of exchange ruling on the dates of such transactions. Foreign currency assets and liabilities are translated to sterling at the rates of exchange ruling at the balance sheet date. Any gains or losses, whether realised or unrealised, are taken to the capital reserve or to the revenue account, depending on whether the gain or loss is of a capital or revenue nature. All gains and losses are recognised in the income statement.

(c) Financial Instruments

The Company has chosen to apply the provisions of Sections 11 and 12 of FRS 102 in full in respect of the financial instruments, which is explained below.

 (i) Recognition of financial assets and financial liabilities

The Company recognises financial assets and financial liabilities when the Company becomes a party to the contractual provisions of the instrument. The Company offsets financial assets and financial liabilities in the financial statements if the Company has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis.

 (ii) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire or it transfers the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in the transferred financial asset that is created or retained by the Company is recognised as an asset.

 (iii) Derecognition of financial liabilities

The Company derecognises financial liabilities when its obligations are discharged, cancelled or expired.

 (iv) Trade date accounting

Purchases and sales of financial assets are recognised on trade date, being the date on which the Company commits to purchase or sell the assets.

 (v) Classification and measurement of financial assets and financial liabilities

  Financial assets

The Company’s investments are held at fair value through profit or loss as the investments are managed and their performance evaluated on a fair value basis in accordance with documented investment strategy and this is also the basis on which information about the investments is provided internally to the Board. Financial assets held at fair value through profit or loss are initially recognised at fair value, which is taken to be their cost, with transaction costs expensed in the income statement, and are subsequently valued at fair value.

Financial assets measured at amortised cost include cash, debtors and prepayments.

Fair value for investments that are actively traded in organised financial markets, is determined by reference to stock exchange quoted bid prices at the balance sheet date. For investments that are not actively traded and where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques including last traded price, broker quotes and price modelling.

  Financial liabilities

Financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method.

(d) Cash and Cash Equivalents

Cash and cash equivalents may comprise short term deposits which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Investments are regarded as cash equivalents if they meet all of the following criteria: highly liquid investments held in the Company’s base currency that are readily convertible to a known amount of cash, are subject to an insignificant risk of change in value and have a maturity of no more than three months. There were no cash equivalents at the balance sheet date.

(e) Income

All dividends are taken into account on the date investments are marked ex-dividend, and UK dividends are shown net of any associated tax credit. Where the Company elects to receive dividends in the form of additional shares rather than cash, the equivalent of the cash dividend is recognised as income in the revenue account and any excess in value of the shares received over the amount of the cash dividend is recognised in capital. Special dividends representing a return of capital are allocated to capital in the Income Statement and then taken to capital reserves. Dividends will generally be recognised as revenue however all special dividends will be reviewed, with consideration given to the facts and circumstances of each case, including the reasons for the underlying distribution, before a decision over whether allocation is to revenue or capital is made. Interest income and expenses are accounted for on an accruals basis. Other income from investments is accounted for on an accruals basis. Deposit interest receivable is accounted for on an accruals basis.

(f) Expenses and Finance Costs

Expenses are recognised on an accruals basis and finance costs are recognised using the effective interest method in the income statement.

The investment management fee and finance costs are allocated 75% to capital and 25% to revenue. This is in accordance with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the portfolio.

Investment transaction costs are recognised in capital in the income statement. All other expenses are allocated to revenue in the income statement.

(g) Dividends

Dividends are not recognised in the accounts unless there is an obligation to pay at the balance sheet date. Proposed final dividends are recognised in the period in which they are either approved by or paid to shareholders.

(h) Taxation

The liability to corporation tax is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the income statement 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 tax charge is allocated between the revenue and capital accounts on the marginal basis whereby revenue expenses are matched first against taxable income in the revenue account.

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have occurred. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements. Deferred taxation assets are recognised where, in the opinion of the Directors, it is more likely than not that these amounts will be realised in future periods.

A deferred tax asset has not been recognised in respect of surplus management expenses and the non-trade loan relationship deficit as the Company is unlikely to have sufficient future taxable revenue to offset against these.

Gains and losses on sale of investments purchased and sold in India are liable to capital gains tax in India.

At each year end date, a provision for Indian capital gains tax is calculated based upon the Company’s realised and unrealised gains and losses. There are two rates of tax: short-term and long-term. The short-term rate of tax is applicable to investments held for less than 12 months and the long-term rate of tax is applicable to investments held for more than 12 months.

The provision for the Indian capital gains tax is recognised in the balance sheet and the year-on-year movement in the deferred tax provision is recognised in the income statement.

2. Income

This note shows the income generated from the portfolio (investment assets) of the Company and income received from any other source.

 

 

2023

2022

 

 

£’000

£’000

 

Income from investments:

 

 

 

Overseas dividends

7,116

 5,848

 

Overseas special dividends

470

 380

 

Total dividend income

 7,586

 6,228

 

Other income:

 

 

 

Deposit interest

15

-

 

 

15

-

 

Total income

 7,601

 6,228

Special dividends of £51,000 were recognised in capital during the year (2022: £62,000).

3. Investment Management Fee

This note shows the investment management fee due to the Manager which is calculated and paid quarterly.

 

 

2023

2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£’000

£’000

£’000

£’000

£’000

£’000

 

Investment management fee

 460

 1,381

 1,841

 484

 1,453

 1,937

Details of the investment management and secretarial agreement are given on page 35 in the Directors’ Report.

At 30 April 2023, £448,000 (2022: £461,000) was accrued in respect of the investment management fee.

4. Other Expenses

The other expenses, including those paid to Directors and the auditor, of the Company are presented below; those paid to the Directors and the auditor are separately identified.

 

2023

2022

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£’000

£’000

£’000

£’000

£’000

£’000

Directors’ remuneration (i)

134

-

134

 137

-

 137

Auditor’s fees (ii):

 

 

 

 

 

 

  – for audit of the Company’s Annual Financial Statements

50

-

 50

40

-

40

Other administration expenses (iii)

497

3

500

 435

 5

 440

 

681

3

684

 612

 5

 617

(i)  Directors’ fees authorised by the Articles of Association are £200,000 per annum. The Director’s Remuneration Report provides further information on Directors’ fees.

(ii) Auditor’s fees include out of pocket expenses but excludes VAT. The VAT is included in other administration expenses.

(iii) Other administration expenses include:

• £12,000 (2022: £13,000) of employer’s National Insurance payable on Directors’ remuneration. As at 30 April 2023, the amounts outstanding on Directors’ remuneration was £10,000 (2022: £12,000); and the amount outstanding in respect of employer’s National Insurance was £1,000 (2022: £1,000).

• custodian transaction charges of £3,000 (2022: £5,000). These are charged to capital.

• a separate fee paid to the Manager for secretarial and administrative services which is subject to annual adjustment in line with the UK Retail Price Index. During the year the Company paid £118,000 (2022: £102,000) for these services.

5. Finance Costs

Finance costs arise on any borrowing the Company has utilised in the year. The Company has a committed £20 million revolving credit facility (the ‘bank facility’) (see note 11 for further details).

 

 

2023

2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£’000

£’000

£’000

£’000

£’000

£’000

 

Commitment fees due on bank facility

5

17

 22

10

31

41

 

Interest on bank facility

99

 298

397

1

 2

3

 

Overdraft interest

4

10

 14

-

-

-

 

 

 108

 325

433

11

33

44

6. Taxation

As an investment trust the Company pays no UK corporation tax on capital gains. The Company suffers no UK corporation tax on income arising on UK and certain overseas dividends. The Company’s tax charge arises from irrecoverable tax on overseas (generally non-EU) dividends and Indian capital gains tax paid and provided for.

(a) Tax charge

 

 

2023

2022

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£’000

£’000

£’000

£’000

£’000

£’000

 

Overseas tax

 756

-

756

652

-

 652

 

Indian capital gains tax - paid – note 6(d)

-

409

409

-

162

 162

 

Indian capital gains tax - provision – note 6(d)

-

123

123

-

693

 693

 

Tax charge for the year

 756

 532

 1,288

 652

855

 1,507

The overseas tax charge consists of irrecoverable withholding tax.

(b) Reconciliation of total tax charge

 

 

2023

2022

 

 

£’000

£’000

 

Return on ordinary activities before taxation

4,010

(17,340)

 

Theoretical tax at the current UK Corporation Tax rate of 19.5% (2022: 19%)

782

(3,295)

 

Effects of:

 

 

 

  – Non-taxable overseas dividends

(1,425)

(1,109)

 

  – Non-taxable overseas special dividends

(64)

(84)

 

  – Losses on investments not subject to UK corporation tax

255

 3,962

 

  – Non-taxable (gains)/losses on foreign exchange

(122)

34

 

  – Excess of allowable expenses over taxable income

573

 491

 

  – Disallowable expenses

 1

1

 

  – Overseas taxation

756

 652

 

  – Indian capital gains tax - paid

409

 162

 

  – Indian capital gains tax – provision – see (d) below

123

 693

 

Tax charge for the year

 1,288

 1,507 

Given the Company’s status as an investment trust, and the intention to continue meeting the conditions required to obtain the necessary approval in the foreseeable future, the Company has not provided any UK corporation tax on any realised or unrealised capital gains or losses arising on investments.

(c) Factors that may affect future tax changes

The Company has cumulative excess management expenses of £28,016,000 (2022: £25,486,000) and a non-trade loan relationship deficit of £1,220,000 (2022: £803,000) giving total unutilised losses of £29,236,000 (2022: £26,289,000) that are available to offset future taxable revenue.

A deferred tax asset of £7,309,000 (2022: £6,572,000) at 25% (2022: 25%) has not been recognised in respect of these expenses since the Directors believe that there will be no taxable profits in the future against which the deferred tax assets can be offset.

The UK corporation tax rate increased from 19% to 25% from 1 April 2023. Deferred tax assets and liabilities on balance sheets prepared after the enactment of the new tax rate must therefore be re-measured accordingly, so as a result the deferred tax asset has been calculated at 25%.

(d) Indian capital gains tax

Capital gains arising from equity investments in Indian companies are subject to Indian Capital Gains Tax Regulations. Consequently, the Company is subject to both short and long term capital gains tax in India on the growth in value of its Indian equities.

Although this capital gains tax only becomes payable at the point at which the underlying investments are sold and profits crystallised, the Company has made a provision for this tax liability for the year ended 30 April 2023 of £816,000 (2022: £693,000). See note 12 for further details.

7. Return per Ordinary Share

Return per share is the amount of gain or loss generated for the financial year divided by the weighted average number of ordinary shares in issue.

 

 

2023

2022

 

 

Pence

£’000

Pence

£’000

 

Return per ordinary share is based on the following:

 

 

 

 

 

Revenue return after taxation

 8.37

5,596

6.68

 4,469 

 

Capital return after taxation

(4.30)

(2,874)

(34.87)

(23,316)

 

Total return after taxation

 4.07

 2,722

(28.19)

(18,847)

 

 

 

2023

2022

 

 

£’000

£’000

 

Weighted average number of ordinary shares in issue during the year

66,853,287

 66,853,287

8. Dividends on Ordinary Shares

Dividends represent a return of income to shareholders for investing in the Company’s shares. These are determined by the Directors and paid twice a year.

 

 

2023

2022

 

 

Pence

£’000

Pence

£’000

 

Dividends paid and recognised in the year:

 

 

 

 

 

First interim dividend paid

7.20

4,813

7.70

 5,148

 

Second interim dividend paid

7.60

5,081

7.60

 5,081

 

 

 14.80

 9,894

 15.30

10,229

Set out above are the total dividends paid in respect of the financial year, which is the basis on which the requirements of Section 1158–1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the year is £5,596,000 (2022: £4,469,000).

9. Investments at Fair Value

The portfolio comprises investments which are predominantly listed and traded on regulated stock exchanges. The investments of the Company are registered in the name of the Company or in the name of nominees and held to the order of the Company.

Gains and losses are either:

• realised, usually arising when investments are sold; or

• unrealised, being the difference from cost on those investments still held at the year end.

 

 

2023

2022

 

 

£’000

£’000

 

Opening valuation

256,686

279,058 

 

Movements in the year:

 

 

 

  Purchases at cost

 90,297

85,110

 

  Sales

(86,712)

(86,628)

 

  Losses on investments in the year

(1,309)

(20,854)

 

Closing valuation

258,962

256,686

 

Closing book cost

234,875

211,699

 

Closing investment holding gains

 24,087

44,987

 

Closing valuation

258,962

256,686 

The Company received £86,712,000 (2022: £86,628,000) from investments sold in the year. The book cost of these investments when they were purchased was £67,122,000 (2022: £71,069,000) realising a profit of £19,590,000 (2022: £15,559,000) which when offset against the movement in closing investment holding gains results in net losses on investments in the year of £1,309,000 (2022: net losses of £20,854,000). These investments have been revalued over time and until they were sold any unrealised profits/losses were included in the fair value of the investments.

The transaction costs included in gains on investments amount to £79,000 (2022: £65,000) on purchases and £134,000 (2022: £119,000) for sales.

10. Debtors

Debtors are amounts which are due to the Company, such as monies due from brokers for investments sold, income which has been earned (accrued) but not yet received and any taxes that are recoverable.

 

 

2023

2022

 

 

£’000

£’000

 

Amounts due from brokers

-

 1,746

 

Overseas withholding tax recoverable

145

 163

 

VAT recoverable

19

16

 

Prepayments and accrued income

358

 567

 

 

522

 2,492

11. Creditors: amounts falling due within one year

Creditors are amounts which must be paid by the Company and they are all due within 12 months of the balance sheet date.

The bank facility provides a specific amount of capital, up to £20 million, over a specified period of time (364 days). Unlike a term loan, the revolving nature of the bank facility allows the Company to drawdown, repay and re-draw loans.

 

 

2023

2022

 

 

£’000

£’000

 

Bank facility

 13,593

 5,610

 

Amounts due to brokers

-

 780 

 

Accruals

668

 657 

 

 

14,261

 7,047 

The committed unsecured 364 day multi-currency revolving credit facility (the ‘bank facility’) with The Bank of New York Mellon, has an interest payable based on the Adjusted Reference Rate (principally SOFR and SONIA respectively in respect of loans drawn in USD and GBP) plus a margin for amounts drawn. Any undrawn amounts under the bank facility attract a commitment fee of 0.2% (2022: 0.2%). The bank facility covenants are based on the lower of 25% of net asset value and £20 million, renewable on 28 July 2023, and require total assets to not fall below £80 million. At the year end, the bank facility drawn down was in US dollars with a sterling equivalent of £13,593,000 (2022: £5,610,000).

12. Provision for deferred tax liabilities

The Company makes a deferred tax provision when a potential obligation exists that will probably have to settle in cash, but the amount is estimated and only becomes payable at the point at which the underlying investments are sold and profits crystallised.

 

 

2023

2022

 

 

£’000

£’000

 

Provision for deferred Indian capital gains tax

816

 693 

 

 

816

 693

13. Share Capital

Share capital represents the total number of shares in issue. Any dividends declared will be paid on the shares in issue on the record date.

The Directors’ Report on page 36 sets out the share capital structure, restrictions and voting rights.

Share capital represents the total number of shares in issue, including treasury shares.

(a) Allotted, called-up and fully paid

 

 

2023

2022

 

 

£’000

£’000

 

Share capital:

 

 

 

Ordinary shares of 10p each

 6,685

 6,685

 

Treasury shares of 10p each

815

 815 

 

 

 7,500

 7,500 

(b) Share movements

 

 

2023

2022

 

 

Ordinary

Treasury

Ordinary

Treasury

 

 

number

number

number

number

 

Number at start of year

 66,853,287

 8,146,594

 66,853,287

 8,146,594

 

Number at the end of the year

 66,853,287

 8,146,594

 66,853,287

 8,146,594

During the year the Company has not bought back any shares into treasury (2022: nil shares bought back into treasury).

Since the year end and to the date of this annual financial report, no shares have been bought back or re-issued.

14. Reserves

This note explains the different reserves attributable to shareholders. The aggregate of the reserves and share capital (see previous note) make up total shareholders’ funds.

The capital redemption reserve maintains the equity share capital arising from the buy-back and cancellation of shares and is non-distributable. The special reserve arose from the cancellation of the share premium account and is available as a distributable reserve to fund any future tender offers and share buybacks.

The capital reserve includes investment gains and losses, expenses allocated to capital and special dividends received that are classified as capital in nature. The revenue reserve reflects the income and expenses as shown in the revenue column of the Income Statement. The capital and revenue reserves are distributable by way of dividend. Dividends are first funded from available revenue reserves and then funded from capital reserves at the date of the dividend payment.

15. Net Asset Value

The Company’s total net assets (total assets less total liabilities) are often termed shareholders’ funds and are converted into net asset value per ordinary share by dividing by the number of shares in issue as at the reporting date.

The net asset values attributable to each share in accordance with the Company's Articles are set out below.

 

 

2023

2022

 

Ordinary shareholders’ funds

£245,004,000

£252,176,000

 

Number of ordinary shares in issue, excluding treasury shares

 66,853,287

66,853,287 

 

Net asset value per ordinary share

366.48p

377.21p 

There is no dilution in this or the prior year and therefore no diluted net asset value per ordinary share has been disclosed.

16. Financial Instruments

Financial instruments comprise the Company’s investment portfolio, derivative financial instruments (if the Company had any), as well as any cash, borrowings, debtors and creditors. This note sets out the risks arising from the Company’s financial instruments in terms of the Company’s exposure and sensitivity, and any mitigation that the Manager or Board can take.

Risk Management Policies and Procedures

The Company’s portfolio is managed in accordance with its investment objective, which is set out in the Strategic Report on page 20. The Strategic Report then proceeds to set out the Manager’s investment process and the Company’s internal control and risk management systems as well as the Company’s principal and emerging risks and uncertainties. Risk management is an integral part of the investment management process, and this note expands on certain of those risks in relation to the Company’s financial instruments, including market risk.

The accounting policies in note 1 include criteria for the recognition and the basis of measurement applied for financial instruments. Note 1 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised and measured. The Directors have delegated to the Manager the responsibility for the day-to-day investment activities of the Company as more fully described in the Strategic Report.

As an investment trust the Company invests in equities and other investments for the long-term so as to meet its investment objective and policies. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Company’s net assets or a reduction of the profits available for dividends. The risks applicable to the Company and the policies the Company used to manage these are summarised below and have remained substantially unchanged for the two years under review.

16.1 Market Risk

Market risk arises from changes in the fair value or future cash flows of a financial instrument because of movements in market prices. Market risk comprises three types of risk: currency risk (16.1.1), interest rate risk (16.1.2) and other price risk (16.1.3).

The Company’s Manager assesses the Company’s exposure when making each investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis. The Board meets at least quarterly to assess risk and review investment performance, as disclosed in the Board Responsibilities on page 41. Borrowing is used to enhance returns; however, this will also increase the Company’s exposure to market risk and volatility.

16.1.1 Currency Risk

As nearly all of the Company’s assets, liabilities and income are denominated in currencies other than sterling, movements in exchange rates will affect the sterling value of those items.

Management of the Currency Risk

The Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board on a regular basis. With the exception of borrowings in foreign currency, the Company does not normally hedge its currency positions but may do so should the Portfolio Managers or the Board feel this was appropriate. Contracts are limited to currencies and amounts commensurate with the asset exposure.

Income denominated in foreign currencies is converted to sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income is accrued and received.

Foreign Currency Exposure

The fair values of the Company’s monetary items that have currency exposure at 30 April are shown below. Where the Company's investments (which are not monetary items) are priced in a foreign currency they have been included separately in the analysis so as to show the overall level of exposure.

Year ended 30 April 2023

 

 

 

 

 

Foreign

Investments

 

 

Debtors

 

 

Creditors

currency

at fair

 

 

(due from

 

 

(due to

exposure

value

Total net

 

brokers

Cash and

Overdrafts

brokers

on net

through

foreign

 

and

cash

and bank

and

monetary

profit

currency

 

dividends)

equivalents

facility

accruals)

items

or loss

exposure

Currency

£’000

£’000

£’000

£’000

£’000

£’000

£’000

Australian dollar

-

-

-

-

-

8,427

8,427

Chinese yuan

-

-

-

-

-

23,822

23,822

Hong Kong dollar

-

-

-

-

-

 93,836

93,836

Indian rupee

-

-

-

-

-

 24,269

24,269

Indonesian rupiah

-

-

-

-

-

 10,627

10,627

Singapore dollar

58

-

-

-

58

2,167

2,225

South Korean won

124

-

-

-

124

 43,031

43,155

Taiwan dollar

145

 345

-

-

490

 33,646

34,136

Thai baht

151

-

-

-

151

6,680

6,831

US dollar

-

845

(14,333)

-

(13,488)

6,702

(6,786)

Vietnamese Dong

-

-

-

-

-

5,755

5,755

 

478

1,190

(14,333)

-

(12,665)

 258,962

246,297

 

Year ended 30 April 2022

 

 

 

 

 

Foreign

Investments

 

 

Debtors

 

 

Creditors

currency

at fair

 

 

(due from

 

 

(due to

exposure

value

Total net

 

brokers

Cash and

Overdrafts

brokers

on net

through

foreign

 

and

cash

and bank

and

monetary

profit

currency

 

dividends)

equivalents

facility

accruals)

items

or loss

exposure

Currency

£’000

£’000

£’000

£’000

£’000

£’000

£’000

Australian dollar

-

-

-

-

-

 10,941

 10,941

Chinese yuan

-

-

-

-

-

 14,990

 14,990

Hong Kong dollar

 239

-

-

(7)

 232

 93,178

 93,410

Indian rupee

-

-

-

-

-

 25,802

 25,802

Indonesian rupiah

 697

-

-

-

 697

17,126

17,823

Singapore dollar

 423

-

-

-

 423

 6,898

 7,321

South Korean won

 859

-

-

(773)

 86

 34,453

 34,539

Taiwan dollar

 163

 227

-

-

 390

33,622

34,012

Thai baht

 81

-

-

-

 81

 4,991

 5,072

US dollar

-

 488

(5,610)

-

(5,122)

 14,685

 9,563

 

 2,462

 715

(5,610)

(780)

(3,213)

 256,686

 253,473

The amounts shown are not representative of the exposure to risk during the year, because the levels of foreign currency exposure change significantly throughout the year.

Foreign Currency Sensitivity

The following table illustrates the sensitivity of the returns after taxation for the year with respect to the Company’s financial assets and liabilities.

If sterling had strengthened by the amounts shown in the second table below, the effect on the assets and liabilities held in non-sterling currency would have been as follows:

 

 

2023

2022

 

 

 

 

Total

 

 

Total

 

 

Revenue

Capital

loss

Revenue

Capital

loss

 

 

return

return

after tax

return

return

after tax

 

 

£’000

£’000

£’000

£’000

£’000

£’000

 

Australian dollar

(9)

(219)

(228)

(4)

(263)

(267)

 

Chinese yuan

(25)

(572)

(597)

(22)

(435)

(457)

 

Hong Kong dollar

(62)

(3,097)

(3,159)

(32)

(2,143)

(2,175)

 

Indian rupee

19

(849)

(830)

 7

(387)

(380)

 

Indonesian rupiah

(11)

(340)

(351)

(6)

(446)

(452)

 

Singapore dollar

(5)

(52)

(57)

(6)

(137)

(143)

 

South Korean won

(24)

(990)

(1,014)

(14)

(447)

(461)

 

Taiwan dollar

(24)

(748)

(772)

(22)

(643)

(665)

 

Thai baht

(4)

(147)

(151)

(2)

(95)

(97)

 

US dollar

434

(225)

209

(3)

(239)

(242)

 

Vietnamese Dong

-

(161)

(161)

-

-

-

 

 

289

(7,400)

(7,111)

(104)

(5,235)

(5,339)

If sterling had weakened by the same amounts, the effect would have been the converse.

The following movements in the assumed exchange rates are used in the above sensitivity analysis:

 

 

2023

2022

 

 

%

%

 

£/Australian dollar

+/–2.6

+/–2.4

 

£/Chinese yuan

+/–2.4

+/–2.9

 

£/Hong Kong dollar

+/–3.3

+/–2.3

 

£/Indian rupee

+/–3.5

+/–1.5

 

£/Indonesian rupiah

+/–3.2

+/–2.5

 

£/Singapore dollar

+/–2.4

+/–1.9

 

£/South Korean won

+/–2.3

+/–1.3

 

£/Taiwan dollar

+/–2.2

+/–1.9

 

£/Thai baht

+/–2.2

+/–1.9

 

£/US dollar

+/–3.3

+/–2.5

 

£/Vietnamese Dong

+/–2.8

-

These percentages have been determined based on the market volatility in exchange rates during the year. The sensitivity analysis is based on the Company’s foreign currency financial instruments held at each balance sheet date and takes account of forward foreign exchange contracts that offset the effects of changes in currency exchange rates. The effect of the strengthening or weakening of sterling against foreign currencies is calculated by reference to the volatility of exchange rates during the year using one standard deviation of currency fluctuations from the average exchange rate.

In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole since the level of foreign currency exposure varies.

16.1.2  Interest Rate Risk

The Company is exposed to interest rate risk through income receivable on cash deposits and interest payable on variable rate borrowings. When the Company has cash balances, they are held in variable rate bank accounts yielding rates of interest dependent on the base rate of the custodian, Bank of New York Mellon (International) Limited.

The Company has a revolving credit facility (the ‘bank facility’) for which details and year end drawn down amounts are shown in note 11. The Company uses the facility when required at levels approved and monitored by the Board. At the maximum possible gearing of £20 million, the effect of a 1% increase/decrease in the interest rate would result in a decrease/increase to the Company’s total income of £200,000. At the year end, US dollars with a sterling equivalent of £13,593,000 of the bank facility was drawn down (2022: £5,610,000).

The Company also has available an uncommitted bank overdraft arrangement with the custodian for settlement purposes. At the year end, there was a US dollar overdraft with a sterling equivalent of £740,000 (2022: £nil). Interest on the bank overdraft is payable at the custodian’s variable rate.

The Company’s portfolio is not directly exposed to interest rate risk.

16.1.3  Other Price Risk

Other price risks (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the value of the equity investments, but it is the business of the Manager to manage the portfolio to achieve the best possible return.

The Directors manage the market price risks inherent in the investment portfolio by meeting regularly to monitor on a formal basis the Manager’s compliance with the Company’s stated objectives and policies and to review investment performance.

The Company’s portfolio is the result of the Manager’s investment process and as a result is not wholly correlated with the Company’s benchmark or the markets in which the Company invests. The value of the portfolio will not move in line with the markets but will move as a result of the performance of the shares within the portfolio.

If the value of the portfolio rose or fell by 10% at the balance sheet date, the profit after tax for the year would increase or decrease by £25.9 million (2022: £25.7 million) respectively.

16.2 Liquidity Risk

This is the risk that the Company may encounter difficulty in meeting its obligations associated with financial liabilities i.e. when realising assets or raising finance to meet financial commitments.

A lack of liquidity in the portfolio may make it difficult for the Company to realise assets at or near their purported value in the event of a forced sale. This is minimised as the majority of the Company’s investments comprise a diversified portfolio of readily realisable securities which can be sold to meet funding commitments as necessary, cash held and the bank facility provides for additional funding flexibility. The financial liabilities of the Company at the balance sheet date are shown in note 11.

16.3 Credit Risk

Credit risk comprises the potential failure by counterparties to deliver securities which the Company has paid for, or to pay for securities which the Company has delivered; it includes but is not limited to: lost principal and interest, disruption to cash flows or the failure to pay interest.

Credit risk is minimised by using:

(a) only approved counterparties, covering both brokers and deposit takers;

(b) a custodian that operates under BASEL III guidelines. The Board reviews the custodian’s annual, externally audited, service organisation controls report and the Manager’s management of the relationship with the custodian. Following the appointment of a depositary, assets held at the custodian are covered by the depositary’s restitution obligation, accordingly the risk of loss is remote; and

(c) the Invesco Liquidity Funds plc – US Dollar, a money market fund, which is rated AAAm by Standard & Poor’s and AAAmmf by Fitch.

Cash balances are limited to a maximum of 5% of net assets with the custodian, 2.5% of net assets with any other deposit taker and a maximum of 6% of net assets in the Invesco Liquidity Funds plc. These limits are at the discretion of the Board and are reviewed on a regular basis. As at the year end, the sterling equivalent of £1,337,000 (2022: £738,000) was held at the custodian, in addition a balance had been held in Invesco Liquidity Funds plc during the year and the balance was £nil at the year end (2022: £846,000).

17. Fair Value of Financial Assets and Financial Liabilities

‘Fair value’ in accounting terms is the amount at which an asset can be bought or sold in a transaction between willing parties, i.e. a market-based, independent measure of value. Under accounting standards there are three levels of fair value based on whether there is an active market (Level 1) or, if not, Levels 2 and 3 where other methods have been employed to establish a fair value. This note sets out the aggregate amount of the portfolio in each level, and why.

Financial assets and financial liabilities are either carried at their fair value (investments), or at a reasonable approximation of their fair value. The valuation techniques used by the Company are explained in the accounting policy note. FRS 102 sets out three fair value levels for the fair value for the hierarchy disclosures. Categorisation into a level is determined on the basis of the lowest level input that is significant to the fair value measurement of each relevant asset/liability.

The investments held by the Company at the year end are shown on pages 29 and 30. Except for one Level 2 and one Level 3 investments described below, all of the Company’s investments at the year end were deemed to be Level 1 with fair values for all based on unadjusted quoted prices in active markets for identical assets totalling £252,244,000 (2022: £250,748,000).

Level 2 investments are investments for which inputs are other than quoted prices included within Level 1 that are observable (i.e. developed using market data). At the year end there was one Level 2 investment held with a total fair value of £6,680,000 (2022: £5,837,000), comprising of Kasikornbank, valued at £6,680,000 (2022: £4,991,000) and in the prior year, Invesco Liquidity Funds – US Dollar money market fund, valued at £nil (2022: £846,000).

There have been no other transfers or movements between fair value categories during the year.

Level 3 investments are investments for which inputs are unobservable (i.e. for which market data is unavailable). Lime Co. was the only Level 3 investment in the portfolio at the year end and was valued at £38,000 using a price which was in line with trades in the OTC market (2022: one investment: Lime Co. valued at £101,000 based on prices of trades in the OTC market).

18. Capital Management

This note is designed to set out the Company’s objectives, policies and processes for managing its capital. This capital being funded by monies invested in the Company by shareholders (both initial investment and retained amount) and any borrowings by the Company.

The Company’s total capital employed at 30 April 2023 was £258,597,000 (2022: £257,786,000) comprising borrowings of £13,593,000 (2022: £5,610,000) and equity share capital and other reserves of £245,004,000 (2022: £252,176,000).

The Company’s total capital employed is managed to achieve the Company’s investment objective and investment policy as set out on page 20. Borrowings may be used to provide gearing up to the lower of £20 million or 25% of net asset value. The Company’s policies and processes for managing capital were unchanged throughout the year and the preceding year.

The main risks to the Company’s investments are shown in the Directors’ Report under the ‘Principal and Emerging Risks and Uncertainties’ section on pages 23 to 25. These also explain that the Company is able to gear and that gearing will amplify the effect on equity of changes in the value of the portfolio.

The Board can also manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy-back shares and it also determines dividend payments.

The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by section 1158 Corporation Tax Act 2010 and by the Companies Act 2006, respectively, and with respect to the availability of the bank facility, by the terms imposed by the lender, details of which are given in note 11. The Board regularly monitors, and the Company has complied with, these externally imposed capital requirements.

19. Contingencies, Guarantees and Financial Commitments

Any liabilities the Company is committed to honour, and which are dependent on future circumstances or events occurring, would be disclosed in this note if any existed.

There were no contingencies, guarantees or other financial commitments of the Company as at 30 April 2023 (2021: nil).

20. Related Party Transactions and Transactions with the Manager

A related party is a company or individual who has direct or indirect control or who has significant influence over the Company. Under accounting standards, the Manager is not a related party.

Under UK GAAP, the Company has identified the Directors and their dependents as related parties. The Directors’ remuneration and interests have been disclosed on page 46 with additional disclosure in note 4. No other related parties have been identified.

Details of the Manager’s services and fees are disclosed in the Director’s Report on page 35, note 3 and note 4(iii) to the financial statements.

21. Post Balance Sheet Events

Any significant events that occurred after the balance sheet date but before the signing of the balance sheet will be shown here.

There are no significant events after the end of the reporting period requiring disclosure.

22. 2023 Financial Information

The figures and financial information for the year ended 30 April 2023 are extracted from the Company's annual financial statements for that year and do not constitute statutory accounts. The Company's annual financial statements for the year to 30 April 2023 have been audited but have not yet been delivered to the Registrar of Companies. The Auditor's report on the 2023 annual financial statements was i) unqualified, ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

23. 2022 Financial Information

The figures and financial information for the year ended 30 April 2022 are compiled from an extract of the published accounts for that year and do not constitute statutory accounts.  Those accounts have been delivered to the Registrar of Companies. The Auditor's report on the 2022 annual financial statements was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

24. Annual Financial Report

The Annual Report for the year-ended 30 April 2023 will be posted to shareholders in August 2023 and will be available thereafter at www.invesco.co.uk/invescoasia or from the Corporate Secretary at the Company's correspondence address, 43-45 Portman Square, London W1H 6LY. A copy of the Annual Financial Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 

Notice of Annual General Meeting

THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Invesco Asia Trust plc, please forward this document and the accompanying Form of Proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Notice is given that the Annual General Meeting of Invesco Asia Trust plc will be held at 43-45 Portman Square, London W1H 6LY, on 21 September 2023 at 12pm for the following purposes:

Ordinary Business

To consider and, if thought fit, to pass the following resolutions all of which will be proposed as ordinary resolutions:

1. To receive and consider the Annual Financial Report for the year ended 30 April 2023.

2. To approve the Company’s Dividend Payment Policy. This is an advisory vote.

3. To approve the Directors’ Remuneration Policy.

4. To approve the Annual Statement and Report on Remuneration for the year ended 30 April 2023.

5. To re-elect Neil Rogan as a Director of the Company.

6. To re-elect Vanessa Donegan as a Director of the Company.

7. To re-elect Myriam Madden as a Director of the Company.

8. To re-elect Sonya Rogerson as a Director of the Company.

9. To re-appoint KPMG LLP as auditor of the Company.

10. To authorise the Audit Committee to determine the remuneration of the auditor.

Special Business

To consider and, if thought fit, pass the following resolutions of which resolution 11 will be proposed as an ordinary resolution and resolutions 12 to 14 as special resolutions:

Authority to Allot Shares

11. That:

in substitution for any existing authority under section 551 of the Companies Act 2006 (the ‘Act’) but without prejudice to the exercise of any such authority prior to the date of this resolution the Directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Act as amended from time to time prior to the date of the passing of this resolution, to exercise all powers of the Company to allot shares and grant rights to subscribe for, or convert any securities into, shares up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £668,532, this being 10% of the Company’s issued ordinary share capital as at 25 July 2023, such authority to expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution, whichever is the earlier unless the authority is renewed or revoked at any other general meeting prior to such time, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted, or rights to be granted, after such expiry as if the authority conferred by this resolution had not expired.

Disapplication of Pre-emption Rights

12. That:

subject to the passing of resolution number 11 set out in the notice of this meeting (the ‘Section 551 Resolution’) and in substitution for any existing authority under sections 570 and 573 of the Companies Act 2006 (the ‘Act’) but without prejudice to the exercise of any such authority prior to the date of this resolution, the Directors be and are hereby empowered, in accordance with sections 570 and 573 of the Act as amended from time to time prior to the date of the passing of this resolution to allot equity securities (within the meaning of section 560(1), (2) and (3) of the Act) for cash, either pursuant to the authority given by the Section 551 Resolution or (if such allotment constitutes the sale of relevant shares which, immediately before the sale, were held by the Company as treasury shares) otherwise, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited:

(a) to the allotment of equity securities in connection with a rights issue in favour of all holders of a class of equity securities where the equity securities attributable respectively to the interests of all holders of securities of such class are either proportionate (as nearly as may be) to the respective numbers of relevant equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities (subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal, regulatory or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise); and

(b) to the allotment (otherwise than pursuant to a rights issue) of equity securities up to an aggregate nominal amount of £334,266, this being 5% of the Company’s issued share capital as at 25 July 2023 and this power shall expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution, whichever is the earlier unless the authority is renewed or revoked at any other general meeting prior to such time, but so that this power shall allow the Company to make offers or agreements before the expiry of this power which would or might require equity securities to be allotted after such expiry as if the power conferred by this Resolution had not expired; and so that words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.

Authority to Make Market Purchases of Shares

13. That:

the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with Section 701 of the Companies Act 2006 as amended from time to time prior to the date of the passing of this resolution (the ‘Act’) to make market purchases (within the meaning of Section 693(4) of the Act) of its issued ordinary shares of 10p each in the capital of the Company (‘Shares’).

PROVIDED ALWAYS THAT:

(i) the maximum number of Shares hereby authorised to be purchased shall be 10,021,307 or 14.99% of shares in issue as at 25 July 2023;

(ii) the minimum price which may be paid for a Share shall be 10p;

(iii) the maximum price which may be paid for a Share must not be more than the higher of: (i) 5% above the average of the mid-market values of the Shares for the five business days before the purchase is made; and (ii) the higher of the price of the last independent trade in the Shares and the highest then current independent bid for the Shares on the London Stock Exchange;

(iv) any purchase of Shares will be made in the market for cash at prices below the prevailing net asset value per Share (as determined by the Directors);

(v) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, or the date 15 months after the passing of this resolution, whichever is the earlier, unless the authority is renewed or revoked at any other general meeting prior to such time;

(vi) the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract; and

(vii) any shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of Sections 724 to 731 of the Act and any applicable regulations of the United Kingdom Listing Authority, be held (or otherwise dealt with in accordance with Section 727 or 729 of the Act) as treasury shares.

Period of Notice Required for General Meetings

14. That:

  the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 days.

 

Dated this 25 July 2023

 

 

By order of the Board

Invesco Asset Management Limited

Corporate Company Secretary

 


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