Miton Worldwide Growth Investment Trust PLC
Annual Financial Report for the Year Ended 30 April 2015
The full Annual Report and Accounts can be accessed via the Company’s website at www.mitongroup.com/mwgt or by contacting the Company Secretary on 01392 477500.
Investment Objective
The objective of Miton Worldwide Growth Investment Trust PLC (the “Companyâ€) is to outperform 3 month LIBOR plus 2% over the longer term, principally through exploiting inefficiencies in the pricing of closed-end funds. This objective is intended to reflect the Company’s aim of providing a better return to shareholders over the longer term than they would get by merely placing money on deposit.
The benchmark in the investment objective is a target only and should not be treated as a guarantee of performance of the Company or its portfolio.
The investment policy of the Company setting out how it aims to achieve this objective, and any investment restrictions that have been agreed, are set out in the business model, found within the Strategic Report below.
Company Summary
Benchmark | 3 month LIBOR plus 2%, as at commencement of performance period. |
Alternative Investment Fund Manager | Miton Trust Managers Limited. |
Investment Manager | Miton Asset Management Limited. |
Capital structure | 25,279,985 Ordinary 1p shares as at 30 April 2015. |
Management fee | 0.5% per annum of adjusted market capitalisation of the Company, valued at the close of business on the last business day of each month. |
Performance fee | 15% of the growth of the adjusted net asset value per share in excess of a hurdle of 3 month LIBOR plus 2%. |
Website | www.mitongroup.com/mwgt |
FINANCIAL HIGHLIGHTS
30 April 2015 | 30 April 2014 | % change | |
Net asset value per Ordinary share (including all revenue reserves) | 181.63p | 167.43p | 8.48 |
Net asset value per Ordinary share (excluding all revenue reserves) | 182.25p | 168.46p | 8.19 |
Share price | 162.75p | 149.50p | 8.86 |
Discount to net asset value | 10.40% | 10.71% | |
Total assets (after deduction of borrowings) | £45.92m | £42.33m | 8.48 |
Total borrowings | £3.00m | £3.00m | - |
Ongoing charges | 1.16% | 1.26% |
TOTAL RETURN PERFORMANCE TO 30 APRIL 2015
1 Year | 3 Years | 5 Years | Since launch | |
% | % | % | % | |
Net asset value | 8.5 | 28.1 | 33.0 | 86.6 |
Share price | 8.9 | 27.6 | 37.1 | 62.8 |
MSCI World Index in Sterling | 18.0 | 54.5 | 64.2 | 146.7 |
FTSE All-Share Index | 7.5 | 40.0 | 55.9 | 146.7 |
Sterling 3 month LIBOR +2% | 2.6 | 8.0 | 14.3 | 66.2 |
STRATEGIC REPORT
CHAIRMAN'S STATEMENT
This is the eleventh Annual Report for Miton Worldwide Growth Investment Trust plc and covers the year ended 30 April 2015.
Investment Performance
Your Company’s net asset value rose from 167.43p per share to 181.63p per share during the year under review, an increase of 8.5%. This was against a background of continuing strong performance from major equity markets. The NAV reached a new all-time high of 183.79p on 15 April 2015 and the Board is pleased to report on the continuing steady increase in the value of the Company’s portfolio.
The Company does not have a formal equity benchmark against which the Board reviews long-term performance. We do not invest by reference to an index so our performance will diverge, potentially for extended periods, from major indices. During the period under review, the total returns of the FTSE All-Share Index rose by 7.5%, the MSCI World Index by 18.0% and the broad index of more mainstream investment trusts, the FTSE Investment Companies Index, by 13.5%. Our formal cash benchmark rose modestly by 2.6%, reflecting the continuing world of ultra-low interest rates.
Asset prices have risen since the co-ordinated actions of Central Banks to introduce QE. We have not fully participated in the growth of equity markets over this period, despite being largely invested in equity instruments. This will not perhaps surprise our longer standing shareholders. Nonetheless, an explanation of what we do, and why, will help put the Company’s performance in context.
The Investment Trust Sector
The investment companies sector comprises over 400 companies listed in London with either premium or AIM listings. It is a group of very diverse vehicles, offering access to a range of asset classes that are significantly broader than was the case when the Company was launched in 2004. These closed ended funds offer access to some of the best investment management talent in the world, with the added benefit of a structure which, when used sensibly, can have advantages over other forms of collective fund. The Board continues to believe that the opportunity to add real value for investors through a research-led approach to investing in closed-ended vehicles is, if anything, greater than when the Company was launched.
Changes in the investment companies market, driven by regulation, technology and consumer choice, have led to a situation where size and liquidity, together with performance, are key factors in the more structured and centralised investment processes of many of the largest buyers of trusts.
Failure by a trust to attract marginal buyers from these larger buyer groups can lead to a trust moving to a discount, which opens a potential opportunity to invest in sound assets or a good company at an attractive price. Further, the growth in the number of trusts whose portfolios are not valued daily can lead to an opportunity for the nimble and alert to invest before the extent of any unrecognised value is reflected in a trust’s share price.
A continuing feature of the investment companies sector is its vibrancy. This gives rise to a number of interesting IPOs each year. Not all of these will work and gain support outside the initial investor group. Some companies will move to discounts and, again, this gives rise to opportunities as sentiment changes or capital flows to the largest or better performing in a sub-sector.
Finally, investment companies, unlike many other forms of collective vehicle, are subject to the disciplines of the capital markets and can be wound-up by their shareholders. This, again, gives rise to opportunities for a focused fund to participate in asset realisations, on a predictable timetable, with potential narrowing of discounts and asset value increases.
It is by investing in these types of situation that we look to create value for our shareholders. As such, progression in our NAV will be driven by developments in individual companies rather than broad market performance. As at the year end, our portfolio had only six holdings that were constituents of the FTSE Investment Companies Index.
Our portfolio holds some 50 positions where our Investment Manager believes the risk reward trade-off is appealing. Over the past year, and in previous years, we have achieved our performance with relatively low volatility. The risk-adjusted returns of the Company are amongst the best in the Global Growth Sector of Investment Companies. We believe we have a distinctive approach with fewer than ever competing funds.
The Investment Manager will comment in greater detail on where we have added value and on the outlook for the portfolio.
Discount
Our discount has remained around 10%. We have welcomed a number of new shareholders to the register as one major group who has supported the Company since launch has sold out of a significant position. It is, therefore, a continuing source of frustration to the Board that the discount has remained at its current levels. The Board believes that we would appeal to a wider group of potential shareholders if we were a larger trust, and the shares in the Company would be more liquid, so we are focused on improving the rating of the shares to a position where the Company can grow.
We believe the closed ended structure is of real value for a trust pursuing our strategy. Our focus will be on delivering attractive performance and communicating more forcefully our message to stimulate demand. Miton, our management group, is committed to developing its investment trust business and has shown the ability to launch and grow trusts with appealing mandates.
Outlook for the Company
As the investment trust sector continues to evolve, so too the Board believes it has to ensure our mandate remains relevant. We believe the changes in the investment company market mean the investment case for a broadly-based mandate exploiting inefficiencies across all parts of the investment company market and delivering capital growth whilst being aware of downside risks is as strong as ever.
Continuation Vote
The Board recommends shareholders vote in favour of continuation at the forthcoming Annual General Meeting. We believe the outlook is positive for our Company, and our consultations with shareholders suggest that many share this view. We do, however, recognise that our structure has to appeal and, as a small trust, shareholders or potential shareholders have to have confidence that there is reasonable liquidity in the Company’s shares. Accordingly, and as was announced on 24 July 2015, we are putting forward proposals which, conditional on the continuation vote being passed, will introduce provisions providing shareholders with opportunities to elect, in 2018 and then at three year intervals, to realise all or part of their shareholding. A separate circular setting out the background to and rationale for these proposals is enclosed with the Annual Report. The Board commends these proposals to shareholders and believes they should, if approved, create better liquidity in the Company’s shares and ultimately give the Company the opportunity to grow.
Anthony Townsend
Chairman
4 August 2015
MANAGER'S REPORT
It was pleasing to note that Miton Worldwide Growth Investment Trust’s share price reached an all-time high on 13 April 2015 and remained there until the second to last trading day of the year ended 30 April 2015. Changes in exchange rates heavily influenced returns during the period under review. Given the global nature of our portfolio, the strength of the US Dollar boosted our net asset value in absolute terms. However, with the MSCI World Index’s weighting to US large caps approaching 60% and a further proportion expressed in the surging Swiss Franc, the return from the MSCI World Index for a Sterling based investor was rather distorted. In local currencies, the progress of many equity markets was rather more pedestrian. We consider US equities to be rather fully valued, given that earnings growth is being driven in many cases by financial engineering against a background of declining corporate revenues. Furthermore, there are only a handful of options available within our universe to gain exposure to this asset class.
It has been a year of change with 7 of last year’s largest 20 positions exiting the portfolio. The majority of these disposals related to our decision to reduce exposure to Europe, private equity and Chinese property.
European equities have until recently remained resolutely out of favour, as investors have fretted over sclerotic economic growth and the possible disruption associated with any departure of a deeply indebted Greece from the European Union. Towards the end of the year, the European Central Bank announced a large programme of Quantitative Easing which brought buyers flooding back to continental equity markets. Our profitable investments in The European Investment Trust and TR European Growth were disposed of as they had become far from overlooked and undervalued.
Globally, the private equity industry has been extraordinarily successful in raising funds for new limited partnerships. This has created a situation where substantial amounts of cash has needed to find a home. In such an environment, the sector’s investment trusts have found themselves in an attractive position, as they own portfolios of mature assets in a sellers’ market. Stated net asset values have, therefore, generally lagged the likely proceeds from realisations. However, once sales are made, triggering useful uplifts, managers face the daunting task of reinvesting the proceeds profitably. We have sold some of our positions within this sector, where portfolios have become less mature as a result of some healthy disposals. Graphite Enterprise Trust, Dunedin Enterprise Investment Trust and JP Morgan Private Equity have all departed.
We held some exposure to Chinese property as we were of the view that this was a stable asset class, albeit perceived very poorly. Investors were concerned that shadow lending had driven an unsustainable boom in residential property. Whilst this may have been true in secondary and tertiary Chinese cities, this was clearly not the case for commercial property in primary locations such as Beijing and Shanghai. Nevertheless, both Pacific Alliance China Land and Forterra Trust traded at extreme discounts, 70% in the case of the latter at one point. During the year, these discounts narrowed sharply and the removal of that buffer led us to take profits. Forterra was taken private by its manager at a point in time when its largest project was nearing completion, thereby denying shareholders the opportunity to benefit fully from the elimination of development risk from the company’s market valuation. Nevertheless, the transaction took place at a price well above that at which we had been valuing the position.
New entrants were drawn from an array of sectors and included: Atlantis Japan Growth Fund, Better Capital, Boussard & Gavaudan, Monks Investment Trust and Pacific Horizon Investment Trust.
Better Capital attracted headlines over the Christmas period when its investment in City Link, a next day delivery courier, failed, leaving thousands out of work ahead of the festive season. The turnaround specialist has endured a torrid period where a number of its investments have turned sour, including Readers Digest, Fairline Boats and Spicers Paper. Nevertheless, Better Capital’s strategy has always been high risk as the companies which it buys into are by definition already troubled. The potential rewards from Better Capital’s investment style are also high. Within their 2009 pool, the stake in Gardners Aerospace, a major supplier of components to Airbus, appears to be a resounding success. It is often commented on in venture capital circles that the lemons ripen before plums. It is our belief that Better Capital’s stated net asset value remains significantly below our estimates of Gardners Aerospace’s likely disposal value.
We retain the view that corporate change in Japan will allow a greater proportion of profits to find their way to shareholders. In the past, it has often been the case that management, staff, the local community and suppliers enjoyed a position further up the pecking order when it came to dividing the spoils. Therefore, Japanese equities now offer greater scope for earnings growth than most developed markets, notwithstanding the fact that progress across the economy will remain modest. Atlantis Japan was added partly to diversify specific risk carried within our Japanese exposure and partly opportunistic, as the discount had widened during one of the company’s half-yearly redemption periods.
A stake in Monks Investment Trust was acquired just before Christmas. The trust is a generalist managed by Baillie Gifford. It had struggled over the previous three years, lagging the MSCI World Index and only generating a fraction of the returns achieved by stablemate Scottish Mortgage Investment Trust. Corporate change at both Mid Wynd International Investment Trust and Edinburgh Worldwide Investment Trust convinced us that Baillie Gifford were more than capable of finding bold solutions to problem trusts by creating investment vehicles which have a genuine audience. We believed that news of any change in management arrangements would be rewarded with a re-rating. In March, it was announced that the day-to-day management of Monks would pass to Baillie Gifford’s Global Alpha Team, which is well regarded and their funds are closed to subscriptions from new investors. Another Baillie Gifford trust, Pacific Horizon Investment Trust, was also acquired. This trust provides exposure to the exploitation of disruptive technologies in Asia.
Towards the end of the year we initiated a position in Boussard & Gavaudan, a fund of hedge funds. This sector has a chequered history to say the least, given the drag of fees at multiple levels, which explains why this vehicle trades on such a wide discount. Nevertheless, the survivors from a period of natural selection have proved that they can create value through such an approach. Investors adopting a “long short†strategy will be well placed relative to long only funds when the bull market finally runs out of steam.
Once again, the bulk of our progress during the year was generated by a relatively small number of holdings as they moved from being unfashionable and stepped into the limelight. The stand out performers were Aberdeen Japan Investment Trust and JP Morgan Japanese Smaller Companies Investment Trust, which appreciated 61% and 41% respectively. Another useful gainer was India Capital Growth Trust, which benefited from Narendra Modi’s landslide victory in May that ushered in the arrival of a business friendly majority administration.
Elsewhere, Pantheon International Participations generated the best returns from our selection of private equity specialists and Alternative Asset Opportunities, an owner of second hand life policies in the United States, saw its shares appreciate by 25%. Taliesin Property Fund and Real Estate Investors, specialists in property in Berlin and Birmingham respectively, posted similar gains, as did property debt player, Alpha Real Trust.
Conversely, our investments in Macau Property Opportunities Fund, The Phaunos Timber Fund and Aurora Investment Trust proved disappointing, at least in share price terms.
The Chinese government’s drive against corruption has hurt the profitability of casino operators on the island of Macau. This has damaged investor sentiment towards the former Portuguese colony. However, the construction of a number of new casinos along the Cotai strip will generate substantial employment, exacerbating the need for housing in one of the most densely populated places on the planet. The outlook for the residential market is, therefore, reasonably promising. Macau Property Opportunities’ shares trade on a substantial discount to the value of its assets and it will be handing cash back to shareholders as it realises its developments. The managers have recently acquired stock and, even in static conditions, the shares should do well. Phaunos Timber has seen the arrival of new management and the release of a more realistic valuation of its plantations. Given the disappointments of recent years, it is not surprising that investors do not appear to believe in the latest net asset value. However, we are confident that the shares remain attractive whilst they languish at depressed levels. Aurora Investment Trust has struggled for some time. At its last AGM, the board indicated that no more continuation votes will be sought and that either a new manager will be appointed or assets returned to shareholders at around net asset value.
Our modest exposure to resources was painful, as this proved to be a sector that investors did not wish to own at any price.
Two trusts, RENN Universal Growth Investment Trust and Eredene Capital, have moved into realisation. Once it was announced that they would be delisted pending liquidation, their shares fell sharply. This was because some investors are not permitted to own unlisted securities and were therefore turned into forced sellers.
Looking forward, the closed-ended sector is evolving through a new issue boom. The sector has recently welcomed alternative asset classes such as aircraft leasing, litigation financing, catastrophe bonds and solar farms. The preponderance of such highly specialist mandates will make it challenging for generalist investors and brokers to accurately assess the prospects for many of these newer ventures. This should create far more pricing inefficiencies for us to exploit in the future than have been available to us in the past.
Equity markets continue to make progress, with central banks generally continuing to operate stimulative monetary policies. Whilst this leaves equities looking much better value than government debt, they can hardly be described as cheap in relation to the ratings attributed to them historically. Leverage within the financial system is a concern, as margin debt lent by US brokers to their clients dwarfs that outstanding at the peak of the credit bubble in 2007. It is impossible to call when such loans will be unwound, and we have opted to carry little mainstream exposure. We prefer to focus on situations where we see embedded value which can be extracted, rather than second guess the future direction of the bull market which will soon enter its seventh year. A by-product of this strategy is that our portfolio has become more focused on the situations where we see value. At the end of April, our largest 10 positions accounted for 42% of our portfolio value.
The substantial issuance of new vehicles offering generous income streams to yield-starved savers is likely, in time, to provide us with a useful opportunity. The closed-ended structure is ideally equipped for creating income but there is now a generous supply of this type of product. At some point, there will be some form of normalisation of interest rates. Once clients of the wealth management industry can obtain a measurable income from conventional sources, they will return to these at the expense of the more esoteric offerings. This will lead to supply swamping demand. Therefore, we will step up our research into these trusts and they are likely to become “our class of 2017â€.
Nick Greenwood
Miton Asset Management Limited
4 August 2015
10 YEAR PERFORMANCE RECORD
Year ended 30 April | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 |
Net asset value per Ordinary share including all revenue reserves |
181.63p | 167.43p | 157.77p | 141.77p | 153.16p | 136.54p | 95.78p | 142.07p | 160.36p | 152.01p |
Net asset value per Ordinary share excluding all revenue reserves | 182.25p | 168.46p | 158.95p | 143.08p | 153.91p | 136.80p | 95.99p | 143.16p | 161.04p | 153.10p |
Share price | 162.75p | 149.50p | 143.25p | 127.50p | 139.63p | 118.75p | 84.25p | 133.25p | 154.25p | 154.25p |
Discount/(premium) to net asset value | 10.40% | 10.71% | 9.20% | 10.07% | 8.83% | 13.03% | 12.04% | 6.21% | 3.81% | (1.47)% |
Total net assets (after deduction of borrowings) | £45.92m | £42.33m | £39.88m | £35.84m | £38.72m | £34.52m | £24.21m | £38.57m | £49.08m | £32.86m |
Total borrowings | £3.00m | £3.00m | £1.00m | £0.00m | £3.00m | £3.00m | £3.75m | £3.75m | £3.75m | £1.25m |
PORTFOLIO VALUATION
as at 30 April 2015
Rank (2015) |
Rank (2014) |
Company |
Valuation 2015 £'000 |
% of portfolio |
Type of share/ entity held |
1 | (2) | Taliesin Property Fund* | 2,530 | 5.39 | Ordinary |
2 | (4) | India Capital Growth Fund* | 2,365 | 5.04 | Ordinary |
3 | (3) | Establishment Investment Trust (The) | 2,301 | 4.90 | Ordinary |
4 | (10) | Real Estate Investors* | 2,175 | 4.63 | Ordinary |
5 | (9) | JPMorgan Japanese Smaller Companies Investment Trust | 2,081 |
4.43 |
Ordinary |
6 | (21) | Alternative Asset Opportunities†| 1,957 | 4.17 | Preference |
7 | (1) | Macau Property Opportunities Fund†| 1,919 | 4.09 | Ordinary |
8 | (-) | Monks Investment Trust | 1,632 | 3.48 | Ordinary |
9 | (32) | Marwyn Value Investors†| 1,498 | 3.19 | Ordinary |
10 | (22) | Alpha Real Trust | 1,479 | 3.15 | Ordinary |
Top ten investments | 19,937 | 42.47 | |||
11 | (-) | Better Capital PCC†| 1,443 | 3.08 | Ordinary |
12 | (8) | Aurora Investment Trust†| 1,443 | 3.07 | Ordinary |
13 | (-) | Prospect Japan Fund | 1,435 | 3.06 | Ordinary |
14 | (12) | Phaunos Timber Fund (The) | 1,278 | 2.72 | Ordinary |
15 | (30) | New Star Investment Trust | 1,249 | 2.66 | Ordinary |
16 | (29) | Rights & Issues Investment Trust | 1,201 | 2.56 | Capital |
17 | (-) | Pantheon International Participations | 1,188 | 2.53 | Redeemable |
18 | (27) | EPE Special Opportunities* | 1,126 | 2.40 | Ordinary |
19 | (26) | Geiger Counter | 1,061 | 2.26 | Ordinary |
20 | (18) | Japan Residential Investment Company* | 1,059 | 2.26 | Ordinary |
Top twenty investments | 32,420 | 69.07 | |||
21 | (11) | Henderson Value Trust | 1,042 | 2.22 | Ordinary |
22 | (28) | Pantheon International Participations | 910 | 1.94 | Ordinary |
23 | (20) | Juridica Investments* | 826 | 1.76 | Ordinary |
24 | (24) | Aberdeen Japan Investment Trust | 720 | 1.53 | Ordinary |
25 | (13) | RENN Universal Growth Investment Trust†| 677 |
1.44 |
Ordinary |
26 | (-) | F&C Private Equity | 666 | 1.42 | Ordinary |
27 | (-) | Pacific Horizon Investment Trust | 659 | 1.40 | Ordinary |
28 | (35) | Invesco Perpetual Japan Fund | 635 | 1.35 | Open Ended Fund |
29 | (-) | Artemis Alpha Trust | 605 | 1.29 | Ordinary |
30 | (40) | Aseana Properties†| 599 | 1.28 | Ordinary |
Top thirty investments | 39,759 | 84.70 | |||
31 | (17) | Martin Currie Pacific Trust | 569 | 1.21 | Ordinary |
32 | (25) | Private Equity Investor†| 568 | 1.21 | Ordinary |
33 | (50) | Terra Catalyst Fund*†| 567 | 1.21 | Ordinary |
34 | (-) | Boussard & Gavaudan | 502 | 1.07 | Ordinary |
35 | (46) | Baker Steel Resources Trust | 466 | 0.99 | Ordinary |
36 | (-) | New India Investment Trust | 463 | 0.99 | Ordinary |
37 | (-) | Miton UK MicroCap Trust | 412 | 0.88 | Ordinary |
38 | (33) | Eredene Capital*†| 404 | 0.86 | Ordinary |
39 | (31) | New City Energy | 381 | 0.81 | Ordinary |
40 | (37) | Seneca Global Income & Growth Trust | 381 | 0.81 | Ordinary |
41 | (-) | Atlantis Japan Growth Fund | 358 | 0.76 | Ordinary |
42 | (42) | Chelverton Growth Trust | 301 | 0.64 | Ordinary |
43 | (39) | Origo Partners*†| 258 | 0.55 | Ordinary |
44 | (47) | Camper & Nicholsons Marina Investments* | 224 |
0.48 |
Ordinary |
45 | (38) | Cambium Global Timberland*†| 204 | 0.44 | Ordinary |
46 | (45) | EPE Special Opportunities 7.5% 31/12/15* | 202 |
0.43 |
Convertible Loan Notes |
47 | (-) | St Peter Port Capital*†| 180 | 0.38 | Ordinary |
48 | (49) | JPMorgan Income and Growth Investment Trust†| 139 |
0.30 |
Capital |
49 | (52) | Reconstruction Capital II* | 122 | 0.26 | Ordinary |
50 | (-) | Auctus Growth | 86 | 0.18 | Ordinary |
51 | (54) | International Oil and Gas Technology†| 83 | 0.18 | Preference |
52 | (-) | India Capital Growth Fund* | 80 | 0.17 | Subscription |
53 | (48) | Global Fixed Income Realisation†| 71 | 0.15 | Ordinary |
54 | (41) | Aurora Russia* | 43 | 0.09 | Ordinary |
55 | (55) | BlackRock Absolute Return Strategies | 33 | 0.07 | Ordinary |
56 | (-) | Global Resources Investment Trust | 32 | 0.07 | Ordinary |
57 | (-) | JPMorgan Japanese Smaller Companies Investment Trust | 21 |
0.05 |
Subscription |
58 | (57) | Tau Capital*†| 16 | 0.03 | Ordinary |
59 | (-) | Praetorian Resources* | 15 | 0.03 | Ordinary |
60 | (56) | Absolute Return Trust†| - | - | Preference |
61 | (51) | Dexion Absolute†| - | - | Ordinary |
62 | (59) | Douglasbay Capital*†| - | - | Ordinary |
63 | (19) | Jupiter Second Split Trust†| - | - | Ordinary |
64 | (60) | PSource Structured Debt†| - | - | Ordinary |
65 | (61) | Sofia Property Fund*†| - | - | Ordinary |
66 | (62) | Thames River Multi-Hedge†| - | - | Preference |
Total investments in the portfolio | 46,940 | 100.00 |
*AIM/ISDX listed.
†In liquidation, in a process of realisation or has a fixed life.
Portfolio geographical exposure on a “look-through†basis
% | |
Global | 27.0 |
UK | 20.7 |
Emerging Markets | 13.9 |
Japan | 12.8 |
Continental Europe | 11.9 |
North America | 5.4 |
Asia Pacific | 2.5 |
Fixed Interest | 2.0 |
Cash | 3.8 |
100.0 |
Portfolio by asset type on a “look-through†basis
% | |
Equity | 49.2 |
Property | 20.6 |
Private Equity | 12.6 |
Multi Asset | 6.6 |
Other | 4.0 |
Fixed Income | 1.5 |
Fund of Funds | 1.1 |
Convertible Bond | 0.4 |
Global | 0.2 |
Cash | 3.8 |
100.0 |
Note: This analysis is based on the exposures of the underlying holdings within the investments held by the Company.
Source: Miton Asset Management Limited
BUSINESS MODEL
Overview
The Company was launched on 6 April 2004 as iimia Investment Trust PLC, changing its name on 11 October 2010. It is registered in England as a Public Limited Company (Registration number 5020752) and is an investment company as defined under Section 833 of the Companies Act 2006.
The Company does not have a fixed life, but a continuation vote is held at every third Annual General Meeting. The next continuation vote is due to be proposed at the 2015 Annual General Meeting.
Activity and Status
The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HM Revenue & Customs as an investment trust under Section 1158 of the Corporation Tax Act 2010. The Company will be treated as an investment trust company, subject to there being no subsequent serious breaches of the regulations. The Directors do not envisage any change in this activity in the future.
The Company’s status as an investment trust allows it to obtain an exemption from paying taxes on the profits made from the sale of its investments. Investment trusts offer a number of advantages for investors, including access to investment opportunities that might not be open to private investors and to professional stock selection skills at low cost.
Investment objective
The objective of the Company is to outperform 3 month LIBOR plus 2% over the longer term, principally through exploiting inefficiencies in the pricing of closed-end funds. This objective is intended to reflect the Company’s aim of providing a better return to shareholders over the longer term than they would get by merely placing money on deposit.
The benchmark in the investment objective is a target only and should not be treated as a guarantee of performance of the Company or its portfolio.
Investment policy
The Company invests in closed-end investment funds traded on the London Stock Exchange’s Main Market, but has the flexibility to invest in investment funds listed or dealt on other recognised stock exchanges, in unlisted closed-end funds (including, but not limited to, funds traded on AIM) and in open-ended investment funds. The funds in which the Company invests may include all types of investment trusts, companies and funds established onshore or offshore. The Company has the flexibility to invest in any class of security issued by investment funds including, without limitation, equity, debt, warrants or other convertible securities. In addition, the Company may invest in other securities, such as non-investment fund debt, if deemed to be appropriate to produce the desired returns to shareholders.
The Company is unrestricted in the number of funds it holds. However, at the time of acquisition, no investment will have an aggregated value totalling more than 15% of the gross assets of the Company. Furthermore, the Company will not invest more than 10%, in aggregate, of the value of its gross assets at the time of acquisition in other listed closed-end investment funds, although this restriction does not apply to investments in any such funds which themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed-end investment funds. In addition, the Company will not invest more than 25%, in aggregate, of the value of its gross assets at the time of acquisition in open-ended funds.
There are no prescriptive limits on allocation of assets in terms of asset class or geography, save that, in order to maintain classification within the AIC Global Growth sector, no more than 80% of the Company’s gross assets can be held in any one geographical region.
There are no limits imposed on the size of hedging contracts, save that their aggregated value will not exceed 20% of the portfolio’s gross assets at the time they are entered into.
The Board permits borrowings of up to 20% of the Company’s net asset value (measured at the time new borrowings are incurred).
The Company’s investment objective may lead, on occasions, to a significant amount of cash or near cash being held.
Dividends
The portfolio generates a modest yield, most of which is absorbed by expenses and running costs. The Company therefore does not expect to pay a dividend.
PERFORMANCE AND RISKS
Key Performance Indicators
The key performance indicators (“KPIsâ€) used to measure the progress of the Company during the year under review are as follows:
Principal Risks and Uncertainties
The Board considers the following as the principal risks and uncertainties facing the Company. Mitigation of these risks is sought and achieved in a number of ways, although it is important to note that the systems in place cannot eliminate the risk of failure to achieve the Company’s objective. Information regarding the Company’s risk assessment and internal control procedures is provided in the Corporate Governance Statement in the full Annual Report.
Investment activity and strategy |
Discount risk |
Principal Risk: The Company aims to capitalise on the opportunities that exist due to inefficiencies in the pricing of closed-end funds. Purchasing stocks that are trading at a discount can result in significant gains on the upside, but can also lead to exposure to poor performing companies. |
Mitigation: The actual discount, discount volatility and discount management policy of underlying holdings is monitored and analysed alongside market trend indicators. Results are considered as part of the stock selection process and ongoing management. In addition, the Investment Manager looks closely at the quality of the underlying assets. Investment in open-ended funds reduces the overall discount risk of the portfolio. This also allows exposure to sectors in which growth is expected but discount risk is high, or sectors in which closed-end funds are under-represented. |
Liquidity |
Principal Risk: Market and asset specific liquidity can pose significant risk to the Company, particularly in difficult market conditions. |
Mitigation: Volume and price based trade measures are monitored for underlying assets and every effort is made to ensure that a proportion of the Company’s assets are invested in readily realisable funds. |
Financial risk |
Gearing |
Principal Risk: Gearing of the portfolio aims to enhance returns through investment of borrowed funds. The use of gearing can cause both gains and losses in the asset value of the Company to be magnified. Underlying funds may also be geared and this is taken into account during the stock selection process and as part of the ongoing monitoring of the Company’s investments. A breach of the loan covenants may lead to funding being reduced or withdrawn. |
Mitigation: As at 30 April 2015, the Company had a revolving credit facility of £7m, of which £3m had been drawn down and is subject to certain covenants. The Board monitors compliance with the loan covenants at each Board meeting and regularly reviews the loan, and the need for it, with the Investment Manager. The industry loan provider ratings are actively monitored. Further details are set out in note 11 of the Notes to the Financial Statements. |
Shareholder relations and corporate governance |
Discount volatility |
Principal Risk: As with many investment trust companies, discounts can fluctuate significantly. |
Mitigation: The Board supports the Investment Manager in marketing the Company, with the intention of increasing the demand for its shares, which in turn is intended to help reduce the discount. |
Details of the Company’s compliance with Corporate Governance best practice, including information on relations with shareholders, are set out in the Corporate Governance Statement, which can be found in the full Annual Report. |
Accounting, legal and regulatory risk |
Compliance with Section 1158 of the Corporation Tax Act 2010 |
Principal Risk: If the Company did not comply with the provisions of Section 1158, it would lose its investment trust status. The Company must also comply with the provisions of the Companies Act and, since it shares are listed and traded on the London Stock Exchange, with the UKLA Listing Rules and Disclosure and Transparency Rules (“DTRsâ€). |
Mitigation: In order to minimise this risk, the Investment Manager and the Company Secretary monitor the Company’s compliance with the key criteria of Section 1158 on a monthly basis. On a quarterly basis, compliance with these provisions is discussed in detail between the Board and the Investment Manager and, furthermore, the Investment Manager provides the Board with a quarterly assurance that, to the best of its knowledge, the provisions of Section 1158 relating to investments have been adhered to at all times during the period. The Board relies on the services of its Company Secretary and its professional advisers to ensure compliance with the Companies Act and the UKLA Listing Rules and DTRs. |
MANAGEMENT, SOCIAL, ENVIRONMENTAL AND DIVERSITY MATTERS
Management Arrangements
The Company’s investments were previously managed by Miton Asset Management Limited under an agreement dated 9 March 2004, that agreement having been novated by the Company’s original Investment Manager, iimia plc, to Miton Asset Management Limited with effect from 31 July 2009. In order to comply with the Alternative Investment Fund Managers’ Directive (“AIFMDâ€), this agreement was terminated and the Company appointed PSigma Unit Trust Managers Limited (“PUTMâ€) as its Alternative Investment Fund Manager (“AIFM†or “Managerâ€) with effect from 22 July 2014 on the terms of and subject to the conditions of a new investment management agreement (the “Management Agreementâ€). PUTM has subsequently changed its name to Miton Trust Managers Limited (“MTMâ€). MTM has been approved as an AIFM by the UK’s FCA. Miton Asset Management Limited has been appointed by the AIFM as Investment Manager to the Company pursuant to a delegation agreement. There has therefore been no change to the day-to-day portfolio management arrangements. There has also been no change to the management or performance fee arrangements.
The management fee payable to the AIFM is calculated at an annual rate of 0.5% of the adjusted market capitalisation of the Company valued at the close of business on the last business day of each month. The management fee accrues daily and is payable in arrears in respect of each calendar month.
The AIFM is also entitled to receive a performance fee if the share price has increased and the net asset value per share (adjusted to ignore any accrual for unpaid performance fees) exceeds the greater of the following hurdles:
(i) The adjusted NAV per share on the last day of the calculation period in respect of which a performance fee was last paid (after any deduction of any performance fee per share paid to the AIFM in respect of that period) increased by 3 month LIBOR plus 2%.
(ii) The adjusted NAV per share on the last day of the previous calculation period (after any deduction of any performance fee per share paid to the AIFM in respect of that period) increased by 3 month LIBOR plus 2%.
In such circumstances, the performance fee per share will amount to 15% of any such excess, but will not exceed 2% of the Company’s gross assets as at the last day of the relevant period.
No performance fee was payable for the year ended 30 April 2015 or for the year ended 30 April 2014.
The Management Agreement may be terminated by six months’ written notice subject to the provisions for earlier termination as provided therein.
There are no specific provisions contained within the Management Agreement relating to compensation payable in the event of termination of the agreement other than the entitlement to fees which would have been payable within any notice period. Further details about the Management Agreement are given in note 3 of the Notes to the Financial Statements.
The Board appointed Bank of New York Mellon as its Depositary and Custodian with effect from 22 July 2014. An annual fee of 0.025% of the gross asset value of the Company, subject to a minimum of £15,000, is payable to the Depositary monthly in arrears. The Company and the Depositary may terminate the Depositary Agreement with three months’ written notice.
Company secretarial and administrative services are provided by Capita Sinclair Henderson Limited under an agreement dated 9 March 2004, as amended by a Supplemental Agreement dated 14 August 2014. Under this agreement, the administration fee is subject to annual review based on the UK Retail “all items†Index and is payable in equal monthly instalments in arrears. The agreement may be terminated by six months’ written notice subject to provisions for earlier termination as provided therein.
Following a review of the administration fee during the year, the fee was increased from £68,000 to £75,000 with effect from 1 November 2014. The fee chargeable in respect of the year to 30 April 2015 was therefore £71,500 (2014: £67,000). The Board has also agreed that this fee be increased to £92,500 per annum with effect from 1 January 2016, and to £110,000 per annum with effect from 1 July 2016.
Continuing Appointment of the Manager
The Board, through the Management Engagement Committee, keeps the performance of the Manager under review. It is the opinion of the Directors that the continuing appointment of Miton Trust Managers Limited is in the interests of shareholders as a whole. The reasons for this view are that Nick Greenwood has been the Company’s lead Fund Manager since launch; the investment performance of the Company is satisfactory relative to that of the markets in which the Company invests; and the remuneration of the Manager is reasonable both in absolute terms and evaluated against managers of comparable investment companies. The Directors continue to believe that by paying the management fee calculated on a market capitalisation basis, rather than a percentage of assets basis, together with a performance fee based on absolute returns, the interests of the Manager are more closely aligned with those of shareholders.
Environmental, Human Rights, Employee, Social and Community Issues
The Company has no employees and the Board consists entirely of non-executive Directors. Day-to-day management of the Company’s business is delegated to the Investment Manager. The Company itself has no environmental, human rights, social or community policies. In carrying out its activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
Gender Diversity
The Board of Directors of the Company comprises four male Directors.
On behalf of the Board
Anthony Townsend
Chairman
4 August 2015
The full Annual Report contains the following statements regarding responsibility for the Accounts.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. Under that law, the Directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Company for that period. In preparing these financial statements, the Directors are required to:
The Directors have confirmed that the financial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice, comply with the above requirements.
The Directors are responsible for ensuring that the Strategic Report, Report of the Directors and other information included in the Annual Report is prepared in accordance with company law in the UK. They are responsible for ensuring that the Annual Report includes information required by the Listing Rules of the UKLA.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy, at any time, the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the Company’s system of internal financial control, for safeguarding the assets of the Company and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Visitors to the website should be aware that legislation in the UK governing the preparation of the financial statements may differ from legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge:
The Annual Report and financial statements, taken as a whole, are considered by the Board to be fair, balanced and understandable and provide the necessary information for shareholders to assess the Company’s performance, business model and strategy.
On behalf of the Board
Anthony Townsend
Chairman
4 August 2015
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company’s statutory accounts for the years ended 30 April 2015 and 30 April 2014 but is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies, and those for 2015 will be delivered in due course. The Auditor has reported on those accounts; their report 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. The text of the Auditor’s report can be found in the Company’s full Annual Report at: http://www.mitongroup.com/mwgt
INCOME STATEMENT
for the year ended 30 April 2015
Year ended 30 April 2015 |
Year ended 30 April 2014 |
||||||
Note | Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
|
Gains on investments at fair value through profit or loss |
- |
3,509 |
3,509 |
- |
2,409 |
2,409 |
|
Income | 2 | 681 | - | 681 | 595 | - | 595 |
Management fee | 3 | (197) | - | (197) | (188) | - | (188) |
Exchange losses on capital items | - |
(22) |
(22) |
- |
(4) |
(4) |
|
Other expenses | 4 | (320) | - | (320) | (334) | - | (334) |
Return on ordinary activities before finance costs and taxation | 164 |
3,487 |
3,651 |
73 |
2,405 |
2,478 |
|
Finance costs | 5 | (60) | - | (60) | (36) | - | (36) |
Return on ordinary activities before taxation | 104 |
3,487 |
3,591 |
37 |
2,405 |
2,442 |
|
Taxation | 6 | - | - | - | - | - | - |
Return on ordinary activities after taxation | 104 |
3,487 |
3,591 |
37 |
2,405 |
2,442 |
|
pence | pence | pence | pence | pence | pence | ||
Return per Ordinary share | 0.41 |
13.79 |
14.20 |
0.15 |
9.51 |
9.66 |
|
The total column of this statement is the Profit and Loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with guidance issued by the AIC.
All revenue and capital items in the above statement derive from continuing operations. There are no recognised gains or losses other than those passing through the Income Statement and as a consequence no Statement of Total Recognised Gains and Losses has been presented.
The notes below form part of these financial statements.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
for the year ended 30 April 2015
Share capital £’000 |
Capital redemption reserve £’000 |
Share premium account £’000 |
Special reserve £’000 |
Capital reserve £’000 |
Revenue reserve £’000 |
Total £’000 |
|
Balance at 30 April 2013 |
252 |
60 |
16,727 |
10,008 |
13,135 |
(298) |
39,884 |
Movement for the year | |||||||
Return for the year | 2,405 |
37 |
2,442 |
||||
Balance at 30 April 2014 |
252 |
60 |
16,727 |
10,008 |
15,540 |
(261) |
42,326 |
Movement for the year | |||||||
Return for the year | 3,487 |
104 |
3,591 |
||||
Balance at 30 April 2015 |
252 |
60 |
16,727 |
10,008 |
19,027 |
(157) |
45,917 |
The notes below form part of these financial statements.
BALANCE SHEET
as at 30 April 2015
Note |
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Non-current assets | |||
Investments designated at fair value through profit or loss | 46,940 |
41,107 |
|
Current assets | |||
Debtors and prepayments | 10 | 411 | 244 |
Cash and short-term deposits | 1,868 | 4,095 | |
2,279 | 4,339 | ||
Creditors: amounts falling due within one year | 11 | ||
Current liabilities | |||
Bank loan | (3,000) | (3,000) | |
Other creditors | (302) | (120) | |
(3,302) | (3,120) | ||
Net current assets | (1,023) | 1,219 | |
Net assets | 45,917 | 42,326 | |
Share capital and reserves | |||
Share capital | 12 | 252 | 252 |
Capital redemption reserve | 60 | 60 | |
Share premium account | 16,727 | 16,727 | |
Special reserve | 10,008 | 10,008 | |
Capital reserve | 19,027 | 15,540 | |
Revenue reserve | (157) | (261) | |
Equity shareholders’ funds | 45,917 | 42,326 | |
pence | pence | ||
Net asset value per Ordinary share | 15 | 181.63 | 167.43 |
These financial statements were approved by the Board of Directors and authorised for issue on 4 August 2015, and signed on its behalf by:
Anthony Townsend
Chairman
Company No. 5020752
The notes below form part of these financial statements.
CASH FLOW STATEMENT
for the year ended 30 April 2015
Note |
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Net cash inflow from operating activities | 13 | 169 | 144 |
Servicing of finance | |||
Interest paid | (60) | (42) | |
Net cash outflow from servicing of finance | (60) | (42) | |
Purchases of investments | (18,652) | (16,375) | |
Sales of investments | 16,325 | 15,771 | |
Net cash outflow from capital expenditure and financial investment | (2,327) |
(604) |
|
Net cash outflow before financing | (2,218) | (502) | |
Financing | |||
Revolving credit facility drawndown | - | 2,000 | |
Net cash inflow from financing | - | 2,000 | |
(Decrease)/increase in cash | (2,218) | 1,498 | |
Reconciliation of net cash flow to movements in net funds | |||
(Decrease)/increase in cash as above | (2,218) | 1,498 | |
Drawdown of credit facility | - | (2,000) | |
Exchange movements | (9) | (4) | |
Movement in net funds in the year | (2,227) | (506) | |
Net funds at 1 May 2014 | 1,095 | 1,601 | |
Net funds at 30 April 2015 | 14 | (1,132) | 1,095 |
The notes below form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 April 2015
1 Accounting policies
Accounting convention
The financial statements are prepared on a going concern basis, under the historical cost convention, except for the valuation of investments at fair value and in accordance with the Companies Act 2006, UK applicable accounting standards and the Statement of Recommended Practice regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORPâ€) issued in January 2009. All the Company’s activities are continuing.
Going concern
The Company’s business activities, together with the factors likely to affect its future development and performance, are set out in the Strategic Report above. The Directors have made an assessment of the Company’s ability to continue as a going concern and, having taken into account the liquidity of the Company’s portfolio and the Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance), are satisfied that the Company has the resources to continue in business for the foreseeable future. The Directors are recommending that shareholders vote in favour of the continuation vote at the AGM. The Company, therefore, continues to adopt the going concern basis in preparing its financial statements. Further information on the Company’s borrowings is given in note 11.
Income recognition
Dividends receivable on quoted equity and non-equity shares are included in the financial statements when the investments concerned are quoted ‘ex-dividend’. Dividends receivable on equity and non-equity shares where no ex-dividend date is quoted are brought into account when the Company’s right to receive payment is established. The fixed return on a debt security is recognised on a time apportionment basis so as to reflect the effective interest rate on the debt security. All other income is included on an accruals basis.
Expenses and finance costs
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement except as follows:
Foreign currency transactions
The currency of the Primary Economic Environment in which the Company operates (the functional currency) is pounds Sterling (“Sterlingâ€) which is also the presentational currency. Transactions denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the date of the transaction.
Investments are converted to Sterling at the rates of exchange ruling at the Balance Sheet date. Exchange gains and losses relating to investments are taken to the capital column of the Income Statement as part of gains/(losses) on investment. Exchange gains and losses on non-capital assets or liabilities are taken to the revenue column of the Income Statement in the period in which they arise.
Investments – held at fair value through profit or loss
As the Company’s business is investing in financial assets with a view to profiting from their total return in the form of interest, dividends or increases in fair value, investments are designated as fair value through profit or loss on initial recognition. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the portfolio is provided internally on this basis to the Board. For quoted investments, this is deemed to be bid market prices or closing prices for SETS (the London Stock Exchange’s electronic trading service) stocks sourced from the London Stock Exchange.
Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured at fair value. Gains and losses arising from changes in fair value are included in net profit or loss for the period as a capital item in the Income Statement.
Financial assets and liabilities held for trading
Derivatives which are classified as financial assets or liabilities held for trading are valued at fair value at the close of business at the year end and included in fixed assets or current assets/liabilities depending on their maturity date.
Taxation
The charge for taxation is based on the net revenue for the year.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Balance Sheet date in the countries where the Company operates. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the Balance Sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Capital reserve
Gains or losses on disposal of investments and changes in fair values of investments (investment holding gains) are charged to the capital column of the Income Statement and taken to the capital reserve.
Certain expenses net of any related taxation effects are charged to this reserve in accordance with the expenses policy above.
2 Income
Year ended 30 April 2015 £’000 |
Year ended 30 April 2014 £’000 |
|
Income from investments | ||
UK dividends | 374 | 329 |
Unfranked dividend income | 290 | 248 |
UK fixed interest | 16 | 16 |
680 | 593 | |
Other income | ||
Bank deposit interest | 1 | 2 |
Total income | 681 | 595 |
3 Management and performance fees
Year ended 30 April 2015 |
Year ended 30 April 2014 |
|||||
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
|
Management fee | 197 | - | 197 | 188 | - | 188 |
The basic management fee payable to the AIFM is calculated at the annual rate of 0.5% of the adjusted market capitalisation of the Company on the last business day of each calendar month. The basic management fee accrues daily and is payable in arrears in respect of each calendar month. For the purpose of calculating the basic fee, the ‘adjusted market capitalisation’ of the Company is defined as the average daily mid market price for an Ordinary share adding back any dividends per share yet to have gone ex-dividend in the relevant month, multiplied by the number of Ordinary shares in issue, excluding those held by the Company in Treasury, on the last business day of the relevant month. The balance due to Miton Trust Managers Limited at the year end was £34,000 (2014: £48,000).
The Company does not pay management fees in respect of investment in companies that are also managed by the Manager.
The AIFM is also entitled to a performance fee of 15% of the growth of the Company’s net asset value per Ordinary share in excess of a hurdle of 3 month LIBOR plus 2%, but only if the share price has also increased over the relevant period. The amount of any performance fee in a performance period will not exceed 2% of the Company’s gross assets, but any excess performance fee over this cap may be carried forward for up to 3 years to the extent that in a subsequent calculation period a performance fee is payable, but does not reach the cap for that period.
The performance fee per share is calculated based on the time weighted average number of shares in issue during the calculation period. Calculation periods correspond to the Company’s accounting periods. The performance fee accrues monthly. The high watermark required for a performance fee to become payable is 222.74p (2014: 217.21p) per Ordinary share; the net asset value as at 30 April 2015 was 181.63p and the most recent net asset value released to the London Stock Exchange as at 31 July 2015 was 177.97p per Ordinary share. There was no performance fee payable for the year (2014: £nil).
4 Other expenses
Year ended 30 April 2015 £’000 |
Year ended 30 April 2014 £’000 |
|
Secretarial services | 68 | 67 |
Auditors’ remuneration for: | ||
Audit services (exclusive of VAT) | 22 | 20 |
Directors’ remuneration* | 65 | 65 |
Other expenses | 165 | 182 |
320 | 334 |
* See Directors’ Remuneration Report in the full Annual Report for analysis.
Unless otherwise stated, all expenses are shown gross of irrecoverable VAT.
5 Finance costs
Year ended 30 April 2015 |
Year ended 30 April 2014 |
|||||
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
|
On bank loans and overdrafts | 60 |
- |
60 |
36 |
36 |
|
Finance costs relate to interest charged on the revolving loan facility, details of which are disclosed in note 11.
6 Taxation
Year ended 30 April 2015 |
Year ended 30 April 2014 |
|||||
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
|
Corporation tax at 20.92% (2014: 22.83%) |
- |
- |
- |
|||
The current taxation charge for the year is lower than the standard rate of corporation tax in the UK of 20.92%. The differences are explained below:
Year ended 30 April 2015 |
Year ended 30 April 2014 |
|||||
Revenue £’000 |
Capital £’000 |
Total £’000 |
Revenue £’000 |
Capital £’000 |
Total £’000 |
|
Return on ordinary activities before taxation | 104 |
3,487 |
3,591 |
37 |
2,405 |
2,442 |
Theoretical tax at UK corporation tax rate of 20.92% (2014: 22.83%) |
22 |
729 |
751 |
8 |
549 |
557 |
Effects of: | ||||||
- UK dividends that are not taxable | (78) |
- |
(78) |
(75) |
- |
(75) |
- Overseas dividends that are not taxable | (61) |
- |
(61) |
(57) |
- |
(57) |
- Gains on investment and exchange gains on capital items | - |
(729) |
(729) |
- |
(549) |
(549) |
- Expenses not deductible for tax | - |
- |
- |
- |
- |
- |
- Unrelieved expenses | 117 |
- |
117 |
124 |
- |
124 |
Actual current tax charge | - |
- |
- |
- |
- |
- |
Factors that may affect future tax charges
At 30 April 2015, the Company had no unprovided deferred tax liabilities (2014: £nil). At that date, based on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £5,162,000 (2014: £4,602,000) that are available to offset future taxable revenue. A deferred tax asset of £1,080,000 (2014: £nil) has not been recognised because the Company is not expected to generate sufficient taxable income in the near future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company.
7 Return per share
Year ended 30 April 2015 |
Year ended 30 April 2014 |
|||||
Net return £’000 |
Weighted average number of Ordinary shares |
Per share pence |
Net return £’000 |
Weighted average number of Ordinary shares |
Per share pence |
|
Capital | ||||||
Return per share | 3,487 | 25,279,985 | 13.79 | 2,405 | 25,279,985 | 9.51 |
Revenue | ||||||
Return per share | 104 | 25,279,985 | 0.41 | 37 | 25,279,985 | 0.15 |
Total | ||||||
Return per share | 3,591 | 25,279,985 | 14.20 | 2,442 | 25,279,985 | 9.66 |
Basic and diluted return per share are the same as there are no dilutive elements on share capital.
8 Investments
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Investment portfolio summary | ||
Opening book cost | 40,300 | 35,804 |
Opening investment holding gains | 807 | 2,356 |
Total investments designated at fair value | 41,107 | 38,160 |
Analysis of investment portfolio movements | ||
Opening valuation | 41,107 | 38,160 |
Movements in the period: | ||
Purchases at cost | 18,827 | 16,354 |
Sales - proceeds | (16,503) | (15,816) |
- gains on sales | 2,618 | 3,958 |
Increase/(decrease) in investment holding gains | 891 | (1,549) |
Closing valuation | 46,940 | 41,107 |
Closing book cost | 45,242 | 40,300 |
Closing investment holding gains | 1,698 | 807 |
46,940 | 41,107 |
A list of the portfolio holdings by their fair value is given in the Portfolio Valuation above.
The investment portfolio includes 20 (2014: 20) AIM and ISDX quoted holdings totalling £12,396,000 (2014: £11,424,000), representing 26.4% of the portfolio (2014: 27.8%).
Transaction costs incidental to the acquisitions of investments totalled £79,000 (2014: £85,000) and disposals of investments totalled £25,000 (2014: £24,000) for the year. These are included in gains on investments at fair value in the Income Statement.
Year ended 30 April 2015 £’000 |
Year ended 30 April 2014 £’000 |
|
Analysis of capital gains/(losses) | ||
Gains on sales of investments | 2,618 | 3,958 |
Movement in investment holding gains | 891 | (1,549) |
3,509 | 2,409 |
Fair value hierarchy
FRS29 requires financial companies to disclose the fair value hierarchy that classifies financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair values.
Classification | Input |
Level 1 | Valued using quoted prices (unadjusted) in active markets for identical assets or liabilities; |
Level 2 | Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and |
Level 3 | Valued by reference to valuation techniques using inputs that are not based on observable market data. |
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset. The valuation techniques used by the Company are explained in the accounting policies above. The table below sets out the Company’s fair value hierarchy measurements as at 30 April 2015 and 30 April 2014.
Financial assets at fair value through profit or loss as at 30 April 2015:
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Level 1 | ||
Quoted equities | 42,863 | 39,268 |
Fixed interest and convertibles | 202 | 202 |
Preference shares | 1,957 | 957 |
Total Level 1 | 45,022 | 40,427 |
Level 2 | ||
OEICs | 635 | 478 |
Total Level 2 | 635 | 478 |
Level 3 | ||
Equities | 1,200 | 164 |
Preference shares | 83 | 38 |
Total Level 3 | 1,283 | 202 |
Total | 46,940 | 41,107 |
Quoted securities
The fair value of the Company's investments has been determined by reference to their quoted prices at the reporting date. Quoted securities included in Fair Value Level 1 are actively traded on recognised stock exchanges.
Level 2 financial assets include Invesco Perpetual Japan Fund (2014: Invesco Perpetual Japan Fund).
Level 3 financial assets include Absolute Return Trust, Auctus Growth, BlackRock Absolute Return Strategies, Dexion Absolute, Douglasbay Capital, Eredene Capital, International Oil and Gas Technology, Jupiter Second Split Trust, PSource Structured Debt, RENN Universal Growth Investment Trust, Sofia Property Fund and Thames River Multi-Hedge (2014: Absolute Return Trust, BlackRock Absolute Return Strategies, Dexion Absolute, Diamond Circle Capital, Douglasbay Capital, PSource Structured Debt, Sofia Property Fund and Thames River Multi-Hedge).
There were transfers from Level 1 to Level 3 amounting to £2,563,000 (2014: £1,033,000) during the year ended 30 April 2015. £2,499,000 related to equities (Eredene Capital £489,000, Jupiter Second Split Trust £918,000 and RENN Universal Growth Investment Trust £1,092,000) and £64,000 to preference shares (International Oil and Gas Technology).
The following table presents the movement in Level 3 investments for the year ended 30 April 2015:
Total £’000 |
Equities £’000 |
Preference shares £’000 |
|
Opening balance | 202 | 164 | 38 |
Purchases | 333 | 297 | 36 |
Sales - proceeds | (1,613) | (1,569) | (44) |
Transfers from Level 1 | 2,563 | 2,499 | 64 |
Total gains for the year included in the Income Statement | (202) |
(191) |
(11) |
Closing balance | 1,283 | 1,200 | 83 |
9 Significant interests
The Company had holdings of 3% or more of the voting rights attached to shares that is material in the context of the financial statements in the following investments:
Security | 30 April 2015 % of voting rights |
Aurora Investment Trust plc | 9.28 |
Chelverton Growth Trust plc | 8.65 |
Geiger Counter Limited | 6.93 |
Establishment Investment Trust (The) plc | 6.38 |
Alternative Asset Opportunities PCC Limited | 6.25 |
India Capital Growth Fund Limited | 5.53 |
New City Energy Ltd | 4.12 |
Terra Catalyst Fund | 3.93 |
EPE Special Opportunities plc | 3.90 |
Alpha Real Trust Limited | 3.22 |
10 Debtors: amounts falling due within one year
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Amounts due from brokers | 379 | 200 |
Dividends and interest receivable | 20 | 40 |
Prepayments and other debtors | 12 | 4 |
411 | 244 |
11 Creditors: amounts falling due within one year
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Bank loan | 3,000 | 3,000 |
Amounts due to brokers | 189 | - |
Interest payable | 6 | 6 |
Other creditors | 107 | 114 |
3,302 | 3,120 |
The bank loan with The Royal Bank of Scotland is a £7,000,000 revolving credit facility and bears interest at the rate of 1.35% over LIBOR on any drawn down balance and 0.6% on any undrawn balance. The facility may be drawn down in Sterling or other ‘optional’ currencies as approved by the lender.
The bank loan facility contains covenants which require that net borrowings will not at any time exceed 25% of the adjusted net asset value, which shall at all times be equal to or greater than £20,000,000. If the Company breaches either covenant, then it is required to notify the Bank of any default and the steps being taken to remedy it.
At 30 April 2015, the Company had drawn down £3,000,000 under the facility. The facility will mature on 31 January 2016.
12 Share capital
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Allotted, called-up and fully paid: | ||
25,279,985 (2014: 25,279,985) Ordinary shares of 1p each | 252 | 252 |
No shares were bought back in the year and no shares were held in Treasury during the year or at the year end.
13 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities
30 April 2015 £’000 |
30 April 2014 £’000 |
|
Net return before finance costs and taxation | 3,651 | 2,478 |
Adjustments for: | ||
Gains on investments | (3,509) | (2,409) |
Exchange losses on capital items | 22 | 4 |
(Decrease)/increase in creditors and accruals | (7) | 52 |
Decrease in prepayments and accrued income | 12 | 19 |
Net cash inflow from operating activities | 169 | 144 |
14 Analysis of changes in net funds
At 30 April 2014 £’000 |
Cash flows £’000 |
Foreign exchange movements £’000 |
At 30 April 2015 £’000 |
|
Net funds are comprised as follows: | ||||
Cash at bank | 4,095 | (2,218) | (9) | 1,868 |
Debt due within one year | (3,000) | - | - | (3,000) |
1,095 | (2,218) | (9) | (1,132) |
15 Net asset value per Ordinary share
The net asset value per Ordinary share and the net asset values attributable at the 30 April year ends were as follows:
Net asset value per share 2015 pence |
Net assets attributable 2015 £’000 |
Net asset value per share 2014 pence |
Net assets attributable 2014 £’000 |
|
Ordinary shares | ||||
- Basic | 181.63 | 45,917 | 167.43 | 42,326 |
Net asset value per Ordinary share is based on net assets at the year end and 25,279,985 (2014: 25,279,985) Ordinary shares, being the number of Ordinary shares in issue at the year end.
16 Capital commitments and contingent liabilities
The Company had no capital commitments or contingent liabilities at 30 April 2015 (2014: £nil).
17 Analysis of financial assets and liabilities
The Company’s financial instruments comprise securities, cash balances and debtors and creditors that arise from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income.
The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting period.
The Company finances its operations through its issued capital, existing reserves and a revolving credit facility.
The principal risks the Company faces in its portfolio management activities are:
The Manager monitors the financial risks affecting the Company on a daily basis. The Directors receive financial information on a monthly basis which is used to identify and monitor risk.
The Manager’s policies for managing these risks are summarised below and have been applied throughout the year:
Credit Risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations.
The risk is minimised by using only approved and reputable counterparties. Investments may be adversely affected if the Company’s custodian suffers insolvency or other financial difficulties. The Board reviews the custodian’s annual controls report and the Manager’s management of the relationship with the custodian.
Investment transactions are carried out with a large number of FCA regulated brokers subject to review by the Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered in its obligations before any transfer of cash or securities away from the Company is completed.
Cash is only held at banks that have been identified by the Manager as reputable and of high credit quality.
None of the Company’s financial assets are secured by collateral or other credit enhancements.
The maximum exposure to credit risk as at 30 April 2015 was £2,267,000 (2014: £4,335,000). The calculation is based on the Company’s credit risk exposure as at 30 April 2015 and this may not be representative for the year.
Market Risk
Market risk arises mainly from uncertainty about future prices of financial instruments. The value of shares and the income from them may fall as well as rise and shareholders may not get back the full amount invested. The Manager continues to monitor the prices of financial instruments held by the Company on a real time basis. Adherence to the Company’s investment objective and policy shown above mitigates the risk of excessive exposure to one issuer or sector.
The Board manages market risk inherent in the investment portfolio by ensuring full and timely access to relevant information from the Manager. The Board meets regularly and at each meeting reviews the investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s investment objective and policy. The portfolio does not seek to reproduce any index, investments are selected based upon the merit of individual companies and therefore the portfolio may well diverge from the short-term fluctuations of the benchmark.
A list of the investments held by the Company at 30 April 2015 is shown in the Portfolio Valuation above.
Derivatives
The Manager may use derivative instruments in order to ‘hedge’ the market risk, including foreign currency risk, inherent in the portfolio. The Manager reviews the risk associated with individual investments and where it believes it to be appropriate, derivatives may be used to mitigate the risk of adverse market or currency movements. The Manager discusses the hedging strategy with the Board at its quarterly meetings.
There was no trading in derivatives during the year.
Currency Risk
Although the Company’s performance is measured in Sterling, a proportion of the Company’s assets may be either denominated in other currencies or are in investments with currency exposure. The Company was not exposed to material direct foreign currency risk during the year. At the year end, the Company held five (2014: seven) US Dollar denominated investments with the Sterling equivalent of £3,411,000 (2014: £2,825,000). The Company also held two (2014: one) Euro denominated equity investments with the Sterling equivalent of £624,000 (2014: £94,000).
An analysis of the indirect geographical exposure is shown above.
The Manager reviews the risks of adverse currency movements and where necessary may use derivatives to mitigate the risk of adverse currency movements.
Interest Rate Risk
The Company finances its operations through existing reserves and a revolving credit facility. The Company’s financial assets and liabilities, excluding short-term debtors and creditors, may include investments in fixed interest securities, such as UK treasury stock, whose fair value may be affected by movements in interest rates. Details of such holdings can be found in the Portfolio Valuation above.
Changes in interest rates may cause fluctuations in the income and expenses of the Company. During the year, the Company had in place a revolving credit facility of £7,000,000 with The Royal Bank of Scotland. The facility matured and renewed in January 2014 at revised interest rates of 1.35% over LIBOR on any drawn down balance and 0.6% on any undrawn balance (previously 1.55% and 0.6% respectively). At 30 April 2015, the Company had drawn down £3,000,000 under the facility. The effect of a movement of +/–100 basis points in the interest rate would result in a decrease/increase to the Company’s Income Statement of £30,000. The amount of such borrowings and the approved levels are monitored and reviewed regularly by the Board.
The Company’s short-term bank deposits earn interest at a variable rate which is subject to fluctuations in interest rates. At the year end, the Company’s bank deposits were £1,868,000 (2014: £4,095,000). The interest received in the year amounted to £1,000 (2014: £3,000).
Derivative contracts are not used to hedge against the exposure to interest rate risk.
Other Price Risk
Other price risk (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. The allocation of assets to international markets and the stock selection process both act to reduce market risk. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on various stock exchanges worldwide, but predominantly in the UK.
If the investment portfolio valuation fell by 10% from the amount detailed in the financial statements as at 30 April 2015, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £4,694,000 (2014: £4,111,000). An increase of 10% in the investment portfolio valuation would have an equal and opposite effect on the net capital return before taxation and equity reserves.
Liquidity Risk
Liquidity is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Investment Manager does not invest in unlisted securities on behalf of the Company. However, the investments held by the Company may include UK AIM quoted and ISDX quoted companies which can be less liquid than listed companies. Short-term flexibility is achieved through the use of bank borrowings. Liquidity risk is mitigated by the fact that the Company has £1.9 million cash at bank which can satisfy its creditors and that, as a closed-end fund, assets do not need to be liquidated to meet redemptions, and sufficient liquid investments are held to be able to meet any foreseeable liabilities.
Capital Management
The Company does not have any externally imposed capital requirements, other than those relating to the revolving credit facility. The main covenants relating to the loan facility are:
The Board considers the capital of the Company to be its issued share capital, reserves and debt. The capital of the Company is managed in accordance with its investment policy in pursuit of its investment objective detailed above.
30 April 2015 £’000 |
30 April 2014 £’000 |
|
The Company’s capital at 30 April comprised: | ||
Debt | ||
Revolving bank credit facility drawndown | 3,000 | 3,000 |
Equity | ||
Equity share capital | 252 | 252 |
Retained earnings and other reserves | 45,665 | 42,074 |
45,917 | 42,326 | |
Gearing
Gearing can have amplified effects on the net asset value of the Company. It can be positive for a company’s performance, although it can have negative effects on performance in falling markets. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
18 Transactions with the Manager
Under the Listing Rules, the Manager is regarded as a related party of the Company. The amounts paid to the Manager are disclosed in note 3. However, the existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies, and therefore, in terms of FRS 8: “Related Party Transactionsâ€, the Manager is not considered a related party. The relationship between the Company, its Directors and the Manager is disclosed in the Corporate Governance Statement in the full Annual Report.
Details of the Management Agreement with the Manager are set out in the Strategic Report and also in Note 3 above.
Annual General Meeting
The Company’s Annual General Meeting will be held on Wednesday, 9 September 2015 at 12.05pm (or as soon thereafter as the General Meeting of the Company convened for 12.00 noon on that day shall have concluded) at the Association of Investment Companies, 9th Floor, 24 Chiswell Street, London EC1Y 4YY.
National Storage Mechanism
A copy of the Annual Report and financial statements will be submitted shortly to the National Storage Mechanism (“NSMâ€) and will be available for inspection at the NSM, which is situated at:http://www.morningstar.co.uk/uk/nsm.
END
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.