Annual Financial Report

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 “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.

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 2017”.

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 (“KPIs”) used to measure the progress of the Company during the year under review are as follows:

  • NAV and the movement of the NAV compared to the notional returns available for cash – defined as 3 month LIBOR plus 2%, the Company’s benchmark
    The NAV per share has increased by 8.48% over the year, from 167.43p to 181.63p. The NAV total return per Ordinary share for the year was 8.48%, compared to a benchmark return of 2.55%.
  • NAV volatility
    The Company aims to deliver its performance with a lower level of volatility in the NAV than equity markets. For the year to 30 April 2015, the Company’s NAV had a volatility of 3.85%. This compares to a volatility of 11.35% for the MSCI World Index.
  • The movement in the Company’s share price
    The Ordinary share price has increased by 8.86% over the year, from 149.50p to 162.75p.
  • Discount of the share price in relation to the NAV
    Over the year, the discount of the Ordinary share price in relation to the NAV has ranged from 7.24% to 12.41%. At the year end, it stood at 10.41%.

    The Board does not try to manage the discount on a day-to-day basis but does monitor the trend over longer periods. Shareholders have the opportunity to vote on the future of the Company at three year intervals and further, the Board has buyback powers, although given the size of the Company, the Board is conscious of the impact on liquidity and the operating expenses of the Company.

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 (“DTRs”).
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 (“AIFMD”), this agreement was terminated and the Company appointed PSigma Unit Trust Managers Limited (“PUTM”) as its Alternative Investment Fund Manager (“AIFM” or “Manager”) with effect from 22 July 2014 on the terms of and subject to the conditions of a new investment management agreement (the “Management Agreement”). PUTM has subsequently changed its name to Miton Trust Managers Limited (“MTM”). 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:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on a going concern basis unless it is inappropriate to assume that the Company will continue in business; and
  • prepare annual reports and financial statements that, taken as a whole, are fair, balanced and understandable and provide the necessary information for shareholders to assess the Company’s performance, business model and strategy.

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 financial statements have been prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial position and the profit for the year ended 30 April 2015; and
  • the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

The 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 (“SORP”) 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:

  • transaction costs which are incidental to the acquisition or disposal of an investment are included within gains/(losses) on investments and disclosed in note 8; and
  • investment performance fees are charged to the capital column of the Income Statement as the Directors expect that, in the long term, virtually all of the Company’s returns will come from capital.

Foreign currency transactions
The currency of the Primary Economic Environment in which the Company operates (the functional currency) is pounds Sterling (“Sterling”) 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 






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 
(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:

  • Credit risk – arising from financial loss for the Company where the other party to a financial instrument fails to discharge an obligation.
  • Market risk – arising from fluctuations in the fair value or future cash flows of a financial instrument used by the Company because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk:
    • Currency risk – arising from the value of future transactions, recognised monetary assets and liabilities denominated in other currencies fluctuating due to changes in foreign exchange rates;
    • Interest rate risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in market interest rates;
    • Other price risk – arising from fluctuations in the fair value of its equity investments due to changes in market prices; and
    • Liquidity risk – arising from any difficulties in meeting obligations associated with financial liabilities.

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:

  • net borrowings will not at any time exceed 25% of the adjusted net asset value; and
  • adjusted net asset value shall at all times be equal or greater than £20,000,000.

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 Transactions”, 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 (“NSM”) 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.

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