Annual Financial Report

Miton Global Opportunities plc

(the “Company”)

LEI: 21380075RRMI7D4NQS20

Audited Results for the Year Ended 30 April 2018

The Company’s annual report for the year ended 30 April 2018 (the “Annual Report”) will be posted to shareholders on 16 July 2018.  Copies may be obtained from the Company Secretary: Frostrow Capital LLP at 25 Southampton Buildings, London WC2A 1AL or from the Company’s website at:

www.mitongroup.com/private/fund/miton-global-opportunities-plc

A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at:

www.morningstar.co.uk/uk/nsm

Frostrow Capital LLP, Company Secretary – 0203 709 8734

28 June 2018

Strategic Report

Financial Highlights

	30 April 2018	30 April 2017	% change
Net asset value per Ordinary share	276.4p	248.7p	11.1
Share price	273.0p	242.3p	12.7
Discount to net asset value	1.2%	2.6%
Net asset value volatility*	6.0%	5.9%
Gearing*	6.7%	8.0%
Ongoing charges*	1.4%	1.4%

*       Alternative Performance Measure, see Glossary on pages 65 and 66.

Total Return Performance to 30 April 2018

	1 Year	3 Years	5 Years	Since launch*
	%	%	%	%
Net asset value	11.1	52.2	75.2	184.0
Share price	12.7	67.7	90.6	166.3
Sterling 3 month LIBOR +2%	2.4	7.7	13.2	81.9

*       6 April 2004.

Source: Morningstar.

One Year Total Return Performance to 30 April 2018

Source: Morningstar.

The Miton Global Opportunities Strategy

Key developments over the year

• A three-pronged strategy incorporating a changed capital structure and new broking and marketing arrangements has been in place for more than two years and has been reaping rewards

• Strong progress in net asset value

• Shares traded at premium for much of the year, allowing the Company to issue 1,925,000 shares

• Sterling’s continued devaluation in response to Brexit positive for a global portfolio

• Closed-ended fund industry continues to evolve, creating opportunities for the Company’s mandate

Overview of strategy

• A unique investment proposition which exposes investors to the opportunities that can be presented by under-researched investment companies

• Unconstrained fully diversified mandate with ability to uncover and exploit fund specific anomalies and pricing inefficiencies

• Highly experienced portfolio manager with the proven ability to identify embedded value across a diversified range of sectors and stocks

• Provides exposure to the global macro and market movements that give rise to these opportunities

• Closed-end structure protects portfolio from inflows and outflows and allows us to be patient

Why invest now

• Consolidation of the traditional private client brokers into the major wealth management chains has triggered significant change for the closed-end fund sector. Demand from this traditional source has rapidly declined. Given that the share prices of closed-end funds are decided by the balance of supply and demand, many perfectly competent trusts can be acquired at deep discounts

• New launches in the sector are increasingly by funds specialising in alternative asset classes such as property, infrastructure and peer to peer lending. The methodology for calculating stated net asset values in alternatives is more subjective than that for equities. Therefore pricing anomalies are more prevalent

• Reduced capital behind market making in investment trusts may mean greater volatility and opportunity at times of market stress

Investment outlook

• Three long-standing macro themes: private equity, India and Berlin residential property continue to be the principal drivers behind the portfolio’s returns

Chairman’s Statement

Introduction

This is the fourteenth annual and my final report for Miton Global Opportunities plc and covers the year ended 30 April 2018.

Performance

I am very pleased to report that during the year under review, your Company’s net asset value per share rose to 276.4p (2017: 248.7p), a total return of 11.1% (2017: 36.3%). The share price ended on 273.0p (2017: 242.3p), a total return of 12.7% (2017: 47.5%).

The Company does not have a formal equity benchmark against which the Board reviews long-term performance and our Investment Manager does not invest by reference to an index. The Company’s formal cash benchmark, Sterling 3 Month LIBOR +2%, rose by 2.4% (2017: +2.4%).

Our Portfolio Manager Nick Greenwood provides a comprehensive review of the performance of and developments within your portfolio during the year under review in his report. The report includes an analysis of portfolio themes together with sector developments and the outlook.

Discount, Premium and Share Issues

The discount to net asset value per share at which the Company’s shares trade, having narrowed to 2.6% as at the 2017 year-end, has further narrowed during the year and closed at 1.2%. Over the course of the year, a premium rating to net asset value per share at various times enabled the Company to grow through new share issuance. During the year to 30 April 2018, 1,925,000 shares were issued raising £5.4 million of new funds which have been invested in accordance with the Company’s investment objective and policy. 175,000 shares were subsequently issued at a premium of 1.5% to NAV. As at the date of this report, the premium stands at 1.3%.

Realisation Opportunity

In accordance with proposals approved by shareholders in 2015, the Board will shortly be publishing a circular to enable shareholders to realise their shares should they so wish. A further announcement will be made in due course.

Dividend

The Board has not recommended a dividend this year, and does not expect to do so in the future as the portfolio continues to generate a modest yield, most of which is absorbed by ongoing charges. The Company will comply with the investment trust rules regarding distributable income and will pay a dividend only if the need arises in order to comply with investment trust status.

The Board

I mentioned the need for Board refreshment in the last annual report and I am very pleased to report that during the year two new directors were appointed. We were delighted to welcome Katya Thomson and Richard Davidson to the Board on 18 December 2017. Richard will succeed me as Chairman and Katya will take over as Chairman of the Audit Committee after the Company’s forthcoming Annual General Meeting (‘AGM’).

James Fox and I will step down from our current roles as Directors of the Company and retire after the conclusion of the Company’s AGM on 5 October 2018. With the exception of James and myself, and in accordance with our policy of annual re-election, all other Directors will be standing for election or re-election. You will find the appropriate resolutions in the Notice of the AGM.

Gearing

The Company’s level of borrowing remained unchanged during the year under review, with £5.0 million drawn down from the £9.0 million loan facility. The facility was increased from £7.0 million to £9.0 million during the year.

Outlook

Rising bond yields are giving rise to new opportunities and themes within the investment companies sector. Change within the sector seems to be accelerating and our investment manager is well positioned to take advantage of such opportunities as they arise. The Company is now on a much stronger footing for the next phase in its development and your Board continues to believe that the long-term investor will be well rewarded. It is particularly pleasing to see an increasing number of new shareholders in the Company.

Annual General Meeting

The AGM of the Company this year will be held at the office of the Company Secretary, Frostrow Capital LLP (“Frostrow”), at 25 Southampton Buildings, London WC2A 1AL on Friday, 5 October 2018 at 12 noon. This will be an opportunity to meet the Board and in particular our new Directors and also to receive a presentation from our Investment Manager, so we hope as many shareholders as possible will attend.

The notice convening the AGM can be found below and an explanation of the proposed special business resolutions can be found in the Report of the Directors.

Farewell

It has been a pleasure and a privilege to be Chairman of this Company from its launch and I shall of course continue to follow its fortunes with the greatest of interest after I retire from it. I would like to thank my fellow Directors for all their support and Nick Greenwood for his untiring work on shareholders’ behalf over the years; I wish them all the best for what is an exciting future.

Anthony Townsend

Chairman

28 June 2018

Investment Manager’s Report

Performance

During the year under review, our net asset value rose from 248.7p, to 276.4p, this represents a gain of 11.1%. In comparison, the FTSE 100 index appreciated 8.4%, and the MSCI (World) Index in Sterling rose 7.1%, on a total return basis. A modest further narrowing of the discount during the period allowed our shares to generate a return of 12.7%.

Portfolio Themes

Our three core themes of Berlin residential property, listed private equity and India were again the principal drivers behind the portfolio’s returns.

Berlin Property

In Berlin, there was a sharp rise in the stated net asset values of our core positions; Taliesin and Phoenix Spree. This was the result of a belated recognition by local surveyors that there was value in permissions granted to split rented apartment blocks into individual units saleable into the private market. Such permissions are now almost impossible to obtain given the increasing backlash against the gentrification of Germany’s capital city. Once a property has been removed from the dead hand of regulation, it commands a substantial valuation premium to a similar apartment bound by stringent tenant protections. In December, Taliesin our principal holding succumbed to a cash bid of 51 euros per share from Blackstone. This fund has proved to be an extraordinarily successful investment for us. We initiated our position in February 2011 at 9.20 euros per share.

Private Equity

Within Private Equity, capital which has been committed but yet to be invested remains north of a trillion dollars globally. This leaves many specialist houses with cash burning a hole in their pocket. A sellers’ market has developed in mature private companies ripe for sale. Dunedin Enterprise proved to be the stellar performer achieving five key realisations and returning a significant proportion of the proceeds to shareholders. Its shares generated a return of nearly 52% during the year. This trust moved into realisation in 2016 removing the pressure to reinvest. Dunedin is a case study highlighting how monitoring out of favour and overlooked investment trusts can be such a profitable activity. Elsewhere within the sector, Pantheon streamlined its antiquated capital structure. This led to a rapid rerating of its redeemable shares. These were highly illiquid and we acquired a holding at a time when they languished at an extreme discount. The merger of the two share classes into simple ordinary shares has created a market capitalisation in excess of a billion pounds. This allowed entry to the FTSE 250 index and forced passive investors to buy. Nevertheless, our exposure to private equity continues to decline. It is difficult to see how the proceeds of successful disposals can be reinvested profitably at this point in the cycle. Widespread concern about this issue has led to many of the sector’s trusts returning to wide discounts. This is unlikely to change any time soon. We believe that rising net asset values will now prove to be the sole driver for any further progress in listed private equity share prices.

India

Around the turn of the calendar year, we reduced our exposure to India. This was partially a natural top slicing of a successful position that had become too dominant. It also reflected our concerns about the rising oil price and the local political cycle. Crucial elections are due to be held by spring 2019. Given that they are now less than eighteen months away, these now fall firmly within investors time horizons. There are a number of regional elections beforehand and it seems likely that sentiment will swing wildly as these take place. India produces little oil of its own leaving it vulnerable to rising crude prices. Towards the end of our reporting period, sentiment towards emerging markets deteriorated sharply. Whilst India is less exposed fundamentally than most to global trade flows, this offers little short-term protection. US investors tend to trade in emerging markets as a block mainly via exchange-traded funds. When money is pulled from these passive funds, Indian equites will be sold systematically. Inevitably, this process will create an opportunity to rebuild our exposure. Opinions remain widely split on Prime Minister Modi. We are firmly in the camp that believes that he is a talented administrator who strives to make the existing system work more efficiently. This will advantage the formal economy over the informal one and allow listed companies to gain a greater slice of the cake. Therefore, their earnings growth will be robust.

We retain mid cap specialist India Capital Growth as our core position. Many emerging markets offer a limited range of equities to trade. Conversely, India has thousands of stocks to choose from offering fertile ground for a genuine stock picker.

Other Contributors

Macau Property Opportunities proved to be a useful contributor to returns. Shareholders agreed to extend its life from the original end date of 2016. In hindsight, this has proved to be a sensible call. At that time the former Portuguese colony was suffering due to China’s anti corruption drive. This meant that few from the mainland, corrupt or otherwise wished to be seen in Macau. It would not have been a good time to liquidate the portfolio. During the last year, a number of new casinos have opened which focus on tourism and entertainment and have captured the imagination and breathed life into the local economy. The long awaited road bridge to Hong Kong, which opens this summer, will also stimulate economic activity. The environment for winding down the trust is conducive. Despite the recent sale of the second largest asset at a healthy premium to its carrying value, Macau Property Opportunities trades on a material discount.

Baker Steel Resources appreciated by over twenty percent. A number of its projects have continued to make steady progress towards production. The key driver has been Polar Silver which when developed may well become the world’s second largest silver mine. Towards the end of the period under review, Polar was sold to Polymetal in exchange for shares and a royalty. The latter will initially pay Baker Steel 4% of the mine’s revenues once production commences. Potential sums generated by this royalty could be significant given this investment trust only has a market capitalisation of a little over £50 million.

Detractor

On the negative side, our holding in EPE Special Opportunities had a very disappointing year. Its principal investment Luceco saw its share price decline by nearly 70%. This was despite reporting rapid earnings and revenue growth, albeit at a rather slower rate than analysts had forecast. This highlights a current feature of markets, if a company disappoints, it will be treated mercilessly. EPE’s other main holdings, Whittards and Pharmacy2U, both traded well. The latest report and accounts highlight that there was £28 million in cash on the balance sheet. Given the market capitalisation, as at 30 April was £46 million, EPE’s implied discount is extreme.

Sector Developments

The investment trust sector continues to evolve. A key driver remains the rapid consolidation of the wealth management industry. Until recently wealth managers had been the key owners of closed ended funds. Last year there was an aborted merger between Rathbones and Smith and Williamson. This would have created a business managing £52 billion. In any walk of life when an organisation becomes truly vast, staff at the sharp end are no longer allowed to use their initiative. Otherwise, someone somewhere will abuse that freedom. The sheer size of funds now managed by a small number of houses makes it difficult for investment trusts to figure within these portfolios. Those trusts which continue to find favour are likely to be the very largest where the major chains feel comfortable that they will be able to source sufficient shares in the open market. A number of quite well known funds are beginning to find that they need to grow if they are to retain their place on buy lists; a message we were getting some years ago. In the meantime, it is likely that some medium sized trusts derate. At that point, they will be of interest to us increasing our pool of opportunity.

Closed-end funds are a natural structure for alternative asset classes which are less liquid than equities. Examples include property, peer to peer lending and forestry. Until relatively recently the vast majority of trusts were equity funds. The calculation of the stated net asset value for a portfolio of stocks and shares is straightforward. They are daily traded and the resultant figure gives a fair representation of the true value of the portfolio. Calculating a net asset value for an alternative portfolio is a far more subjective exercise. The adopted methodology can over time fail to replicate the asset’s real world value or may purely have become stale, not incorporating recent developments. Nevertheless, past experience of only handling equity trusts has left investors tending to treat stated net asset values as verbatim. An extreme example within our portfolio has been residential property in Berlin, our estimates of true value have on occasions been in excess of 50% higher than the official figure.

Whilst the bulk of opportunities continue to come from the disruption of supply and demand and alternatives, recent additions have come from new sources. These trends may well prove to be enduring.

There has been increased volatility due to the heightened ownership of the sector by self-directed investors, who typically trade through platforms such as Hargreaves Lansdown, AJ Bell and Alliance Trust Savings. As a result, a greater proportion of trades are now smaller and electronic. In the past market makers could effectively close the market in medium and smaller trusts by posting bids and offers only valid in modest size. Electronic trades are typically smaller than the minimum size the market must make. Therefore a market maker remaining on the bid will quickly find themselves on the receiving end of multiple sell orders. They will soon find themselves with more inventory than they would like. This soaks up the limited capital they commit under current business models. As a result prices will quickly fall. Competitors will follow suit, as they also do not want to receive multiple sale orders. Thereby a Dutch auction ensues and trust share prices can now fall suddenly and sharply. Once buyers are attracted or the market rallies, this process rapidly reverses.

So far in 2018 there have been two market declines. At the end of January, there was a global sell off where a number of trusts popular with private investors quickly fell. In March, trusts where individuals had unrealised gains were hard hit by a flurry of capital gains tax selling. This triggered significant falls as it coincided with a market wobble when buyers were delaying purchases. A number of trusts fell more sharply in the March sell off despite the general fall in markets being more modest than in January. These declines occurred in the absence of much movement in underlying portfolios. India Capital Growth saw its discount widen from 4.7% in January to 19.9% on 3 April, much of the widening coming in March. This decline bottomed out hours before the tax deadline. India Capital Growth’s discount had rapidly narrowed to 8.3% by 18 April. Phoenix Spree saw its shares oscillate between 337p and 380p during April despite its estimated NAV remaining static around 355p. Meanwhile we saw our own shares move from a 2% premium on 14 March to a 5% discount on 4 April. This discount had narrowed to less than 1% by 18 April. Given the significant increase over recent years of our register held by platforms, it should not have been a surprise that we have become a textbook example of the new trading pattern.

The other development is that a number of closed ended funds listed overseas are moving to London. In the United Kingdom we have a vibrant market in trusts which does not exist elsewhere. Funds that trade on a wide discount locally can list in London where if they have a good story to tell there are investors that will listen. The resultant demand should allow their discounts to narrow. Two recent entrants to our portfolio fit this theme. Stenprop listed in Johannesburg and Life Settlement Assets which moved its listing from Luxembourg earlier this year.

Stenprop will move to London this summer. We accumulated a position via its current listing in Johannesburg at a substantial discount to the latest NAV of 135p, despite an indicated 8p a share dividend. The other new entrant that has recently transferred to London is Life Settlement Assets (LSAA). Funds that specialise in second hand life policies have tended to be disappointing in recent years. This is largely because life expectancy has until recently been steadily increasing. This means that investors not only have to wait longer than expected for the policies to mature but also that they have to keep paying premiums for a longer period than anticipated. We acquired our initial stake in LSAA at 140c a share at a time when net asset value at the time was 210c. At that price we believe that most concerns are reflected in the price.

The trust is refocusing its portfolio on UK mixed light industrial properties. These are located in unfashionable urban locations such as Mytholmroyd and Huddersfield.

There is little new supply as newbuilds would be worth less than the cost of construction. Furthermore, incentives to turn these sites into housing reduces the availability further. Demand is increasing, the arrival of the internet means some business models no longer need to locate close to customers. Some activities can now be performed using cheaper provincial properties.

We undertake a significant number of meetings with managers of closed ended funds. Many of these look uninspiring on paper and indeed the vast majority prove to be just that. Neverthless, despite initial appearances, some prove to be gems. Our holdings in Taliesin and Dunedin Enterprise started with just those types of meetings. It would be nice to think that recent entrants such as Stenprop and Life Settlement Assets will pick up the baton and drive future returns.

Outlook

It is nearly ten years since the global financial crisis. It is a sobering thought that somebody who joined the City in the immediate aftermath would now have a decade’s experience yet had barely seen an interest rate rise let alone a cycle. Therefore, complacency abounds within the financial community and any change of scenario is likely to cause upheaval. Inflated asset prices are predicated on exceptionally low interest rates, investors have few ready alternatives. This scenario may continue for a while yet. Looking forward, the biggest risk to the atmosphere of calm is rising interest and bond rates. Between the end of March and late May, the US ten year bond yield has risen from 2.7% to 3.1%, if this trend continues and investors find they can source a measurable yield from conventional sources of income, then they will return to them. This would trigger volatility within the trust sector where “income manufacturers” have been extraordinarily successful in raising capital. The combined market capitalisation of Infrastructure and renewables alone is many billions. Such a figure dwarfs the clearing mechanism for trust shares. A modest decline in appetite for this type of fund would dramatically alter the short term balance of supply and demand. Should the market in these trusts be overwhelmed, this would represent an opportunity.

Our portfolio has remained broadly similar in recent years. It now feels like we are moving into a period of natural transition as existing themes rapidly become less important. Change within the closed-end sector is accelerating – a process which is throwing up new types of opportunity for us to exploit. With that in mind, we retain plenty of liquidity allowing us to commit capital to these swiftly.

Nick Greenwood

Miton Asset Management Limited

28 June 2018

10 Year Record

Year ended 30 April	2018	2017	2016	2015	2014	2013	2012	2011	2010	2009
Net asset value per Ordinary share	276.4p	248.7p	182.4p	181.6p	167.4p	157.8p	141.8p	153.2p	136.5p	95.8p
Share price	273.0p	242.3p	164.3p	162.8p	149.5p	143.3p	127.5p	139.6p	118.8p	84.3p
Discount to net asset value	1.2%	2.6%	9.9%	10.4%	10.7%	9.2%	10.1%	8.9%	13.0%	12.0%
Net assets	£75.2m	£62.9m	£46.1m	£45.9m	£42.3m	£39.9m	£35.8m	£38.7m	£34.5m	£24.2m
Gearing	6.7%	8.0%	10.8%	6.5%	7.1%	2.5%	0.0%	7.8%	8.7%	15.5%

Portfolio Valuation

as at 30 April 2018

			Valuation
Rank	Rank		2018	% of
(2018)	(2017)	Company	£'000	portfolio
1	1	India Capital Growth Fund	4,955	7.0
2	11	Macau Property Opportunities Fundâ€	4,321	6.1
3	7	Phoenix Spree Deutschland	3,791	5.4
4	9	Artemis Alpha Trust	3,412	4.8
5	(–)	Atlantis Japan Growth Fund	3,241	4.6
6	6	Alpha Real Trust	3,219	4.5
7	16	Real Estate Investors*	3,078	4.4
8	15	Baker Steel Resources Trust	3,058	4.3
9	5	Establishment Investment Trust	2,802	4.0
10	(–)	Rights & Issues Investment Trust	2,503	3.5
Top ten investments			34,380	48.6
11	12	New Star Investment Trust	2,407	3.4
12	20	Dunedin Enterprise Investment Trustâ€	2,364	3.3
13	10	Phaunos Timber Fundâ€	2,079	2.9
14	4	EPE Special Opportunities*	1,986	2.8
15	24	VinaCapital Vietnam Opportunity Fund	1,904	2.7
16	(–)	Ecofin Global Utilities and Infrastructure Trust	1,823	2.6
17	17	Aurora Investment Trust	1,781	2.5
18	18	Geiger Counter*^	1,675	2.4
19	(–)	Pantheon International	1,662	2.3
20	(–)	Henderson Opportunities Trust	1,652	2.3
Top twenty investments			53,713	75.8
21	(–)	City Natural Resources High Yield Trust	1,490	2.1
22	21	JPMorgan Indian Investment Trust	1,420	2.0
23	(–)	Prospect Co	1,408	2.0
24	19	Marwyn Value Investors	1,397	2.0
25	(–)	Stenprop	1,352	1.9
26	22	Standard Life Private Equity Trust	1,297	1.8
27	27	Invesco Perpetual Japan Fund	1,159	1.6
28	(–)	Sanditon Investment Trust	947	1.3
29	28	Eredene Capitalâ€	774	1.1
30	29	RENN Universal Growth Investment Trustâ€	768	1.1
Top thirty investments			65,725	92.7
31	26	Aseana Propertiesâ€	754	1.1
32	(–)	Downing Strategic Micro-Cap Investment Trust	635	0.9
33	32	Origo Partners*†•	619	0.9
34	(–)	Life Settlement Assets	406	0.6
35	(–)	LMS Capital	391	0.6
36	30	SQN Secured Income Fund	388	0.6
37	31	Chelverton Growth Trust	387	0.5
38	8	Better Capital PCCâ€	327	0.5
39	33	Cambium Global Timberland*â€	308	0.4
40	25	Terra Catalyst Fund*â€	284	0.4
41	35	Reconstruction Capital II*â€	220	0.3
42	37	Duke Royalty*	107	0.2
43	38	St Peter Port Capital*â€	64	0.1
44	(–)	Gresham House Strategic	49	0.1
45	40	Auctus Growth	43	0.1
46	48	New City Energyâ€	31	0.0
47	42	Global Resources Investment Trust	17	0.0
48	(–)	Middlefield Canadian Income PCC	1	0.0
Total investments in the portfolio			70,756	100.0

*       AIM/NEX Listed

†      In liquidation, in a process of realisation or has a fixed life.

^      Includes both Ordinary and Subscription share holdings.

•       Includes both Ordinary and Convertible Preference share holdings.

Portfolio Analysis

as at 30 April 2018

Portfolio geographical exposure*

• UK 24.8%

• Global 23.8%

• Asia Pacific (ex-Japan) 12.1%

• Cash 11.7%

• India 9.0%

• Japan 7.2%

• European Equity 7.0%

• North America 3.6%

• Emerging Markets 0.8%

Portfolio by asset type*

• Equity 41.9%

• Property 21.1%

• Private Equity 13.2%

• Cash 11.7%

• Mining 7.9%

• Forestry 3.0%

• Other 1.2%

*       Calculated on a ‘look through’ basis based on the mandates of the investments held by the Company.

Source: Miton Asset Management Limited

Business Review

The Strategic Report contains a review of the Company’s business model and strategy, an analysis of its performance during the year and its future developments, and details of the principal risks and challenges it faces. Its purpose is to inform the shareholders of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company.

The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

Business Model

The Company is an externally managed investment trust and its shares are premium listed on the Official List and traded on the main market of the London Stock Exchange.

The Company is an Alternative Investment Fund (“AIF”) under the European Union’s Alternative Investment Fund Manager’s Directive (“AIFMD”) and has appointed Miton Trust Managers Limited as its Alternative Investment Fund Manager (“AIFM”).

As an externally managed investment trust, all of the Company’s day to day management and administrative functions are outsourced to service providers. As a result, the Company has no executive directors, employees or internal operations.

Investment objective

The objective of the Company is to outperform Sterling 3 month LIBOR plus 2% (the ‘Benchmark’) 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 placing money on deposit.

The Benchmark is a target only and should not be treated as a guarantee of the 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.

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.

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 sterling 3 month LIBOR plus 2%, the Company’s Benchmark	The NAV total return per Ordinary share for the year was 11.1%, (2017: 36.3%) compared to the Benchmark return of 2.4% (2017: 2.4%).
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 2018, the Company’s NAV had a volatility of 6.0% (2017: 5.9%)*, compared to the volatility of the FTSE All Share of 9.4% (2017: 12.8%)*.
The movement in the Company’s share price	The Ordinary share price has increased by 12.7% (2017: 47.5%) over the year.
Share price in relation to the NAV per share	Over the year, the Ordinary share price in relation to the NAV per share has ranged from a premium of 3.2% to a discount of 5.8%. At the year end, it stood at a discount of 1.2% (2017: discount of 2.6%).

*       Source: Frostrow Capital LLP.

^      See glossary for definition and calculation methodology.

Principal Risks and Uncertainties

The Board has undertaken a robust assessment of the principal risks and uncertainties facing the Company including those that would threaten its business model, future performance, solvency and liquidity. 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 investment objective. Information regarding the Company’s risk assessment and internal control procedures is provided in the Audit Committee Report.

The principal risks are categorised under the following broad headings:

• investment risks;

• strategic risks; and

• operational risks.

Principal Risk	Mitigation
Investment risks
Market and discount risk
The Company aims to capitalise on the opportunities that exist due to inefficiencies in the pricing of closed-end funds and is exposed to fluctuations in the market prices of those funds and their underlying assets. Additionally the Company is exposed to the risk that the market price of its investments differs from that of their NAV – purchasing funds whose market price is at a discount to NAV can result in significant gains on the upside, but can also lead to exposure to poorly performing companies. The Company also uses borrowing, the effect of which is to amplify the gains or losses the Company experiences. Investors should be aware that by investing in the Company they are exposing themselves to the market risks associated with owning publicly traded shares, and the additional discount risk specific to investing in closed-end funds.	To manage this risk the Board and the AIFM have appointed the Investment Manager to manage the portfolio within the remit of the investment objective and policy and borrowing limits. Compliance with the investment policy and borrowing limits is monitored on a daily basis by the AIFM and reported to the Board monthly. The Investment Manager monitors the volatility, discount, quality of underlying assets, and level of gearing within the portfolio holdings and potential investments. The results of this feed into the stock selection process and consideration of the portfolio constituents. In addition, the Investment Manager reports at each Board meeting on the performance of the portfolio, encompassing,inter alia, rationale for stock selection decisions, the make-up of the portfolio, and portfolio company updates.
Liquidity risk
The market in closed-end funds can often be illiquid. As such the Company is exposed to the risk that it will not be able to sell its investment at the current market value, or on a timely basis, when the Investment Manager chooses or it is required to do so to meet financial liabilities.	The Investment Manager monitors volume and price based trade measures and looks to ensure that a proportion of the portfolio is invested in readily realisable funds. The Board also receives an update on the liquidity of the portfolio and the current level of liquidity of the Company on a regular basis.
Interest rate risk
The Company finances its operations through existing reserves and a revolving credit facility and may be exposed to fluctuations in interest rates.	The Board monitors the effect of interest rate movements on the Company’s finances and reviews the Company’s ongoing compliance with the loan covenants on a monthly basis.
Further details on market, liquidity and other financial risks can be found in note 15 to the Financial Statements.
Strategic risks
Shareholder relations and share price performance
The Company and its shareholders are exposed to the risk, particularly if the investment strategy and approach are unsuccessful, that the Company may be viewed unfavourably resulting in a widening of the share price discount to NAV.	In managing this risk the Board reviews the Company’s investment objective in relation to market and economic conditions and the performance of its peers and discusses at each Board meeting the Company’s future development and strategy. The Board does not seek to manage the discount on a day to day basis but does monitor the trend over longer periods and considers how share price performance may be enhanced, including the effectiveness of marketing and the possibility of share buybacks. Given the size of the Company the Board is conscious of the impact of share buybacks on liquidity and the ongoing charges of the Company. The Board has implemented, with shareholder approval, a realisation opportunity which will be offered to shareholders every three years. Further details are set out in the Report of the  Directors.
Operational risks
Service provider risk
The Board is reliant on the systems of the Company’s service providers and as such a disruption to, or a failure of, those systems could lead to a failure to comply with law and regulations leading to reputational damage to the Company and/or financial loss.	To manage these risks the Board: receives reports from the AIFM and Frostrow on compliance with applicable laws and regulations; reviews internal control reports and key policies of the AIFM, Investment Manager, Custodian and Frostrow; reviews reports from the Depositary; maintains a risk matrix which details the risks to which the Company is exposed and the controls relied upon to manage those risks; and receives updates on pending changes to the legal and regulatory environment and progress towards the Company’s compliance with any relevant future changes.

Management Arrangements

AIFM and Investment Manager

Miton Trust Managers Limited is the appointed AIFM for the Company pursuant to an Investment Management Agreement dated 22 July 2014 (the “IMA”), as amended on 9 September 2015.

Under the terms of the IMA, the AIFM provides, inter alia, the following services:

?    risk management services;

?    monitoring the Investment Manager’s compliance with the Company’s investment objective and investment policy and reporting any non-compliance in a timely manner to the Investment Manager and the Board;

?    determining the net asset value per share on a daily basis;

?    maintaining professional indemnity insurance at the level required under the AIFM Rules;

?    preparing the monthly factsheets for the Company; and

?    upholding compliance with applicable tax, legal and regulatory requirements.

The AIFM has appointed Miton Asset Management Limited as the Investment Manager pursuant to a Delegation Agreement. The Delegation Agreement replaced the previously existing investment management agreement between the Company and the Investment Manager, which had been in place since 9 March 2004, and was put in place to ensure that the relationship between the Investment Manager and the Company is compliant with the requirements of the AIFMD.

Under the terms of the Delegation Agreement, the Investment Manager provides, inter alia, the following services:

?    seeking out and evaluating investment opportunities;

?    deciding the manner by which monies should be invested, divested, retained or realised;

?    deciding how rights conferred by the investments should be exercised;

?    analysing the performance of investments made; and

?    advising the Company in relation to trends, market movements and other matters which may affect the investment objective and policy of the Company.

The management fee payable to the AIFM is calculated at an annual rate of 0.65% of the adjusted market capitalisation of the Ordinary Shares and 0.5% of the adjusted market capitalisation of any Realisation Shares in issue at the time. If the Company as a whole moves to a realisation basis then the AIFM will be paid 0.5% of the adjusted market capitalisation of the Company as a whole. The management fee accrues daily and is payable in arrears in respect of each calendar month.

A performance fee is only payable in the future by the Company in respect of the realisation of assets in the Realisation Pool or the realisation of assets where the Company as a whole moves to a realisation basis. In such cases the performance fee will be 15% of all cash realised and returned to shareholders in excess of a hurdle of sterling 3 month LIBOR plus 5%. No performance fee was payable for the years ended 30 April 2018 and 2017.

The IMA and Delegation 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 IMA relating to compensation payable in the event of termination of the agreement other than the entitlement to fees which would be payable within any notice period.

Continuing Appointment of the AIFM

The Board, through the Management Engagement Committee, keeps the performance of the AIFM under review. It is the opinion of the Directors that the continuing appointment of the AIFM is in the interests of shareholders as a whole. In coming to this decision, the Board took into consideration, inter alia, the following: that Nick Greenwood has been the Company’s lead portfolio 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 AIFM is reasonable. The Directors continue to believe that by paying the management fee calculated on a market capitalisation basis, rather than a percentage of assets basis, the interests of the AIFM are more closely aligned with those of shareholders.

Depositary and Custodian

The Board appointed BNY Mellon Trust & Depositary (UK) Limited (“BMTD”) as the Company’s Depositary and Custodian on the terms and subject to the conditions of an agreement dated 22 July 2014 (the “Depositary Agreement”). As part of an internal reorganisation within the Bank of New York Mellon group (“BNY”), BNY is reorganising its internal structure so that UK depositary services will be carried out by a different company within its group, The Bank of New York Mellon (International) Limited (“BNYMIL”). The Board has agreed with BNY that from 2 July 2018 BNYMIL will be appointed by the Board as Depositary and Custodian to the Company in place of BMTD. The rights and obligations of BMTD under the Depositary Agreement will accordingly transfer to BNYMIL from that date. Other than a change in the provider of depositary services, the terms of the Depositary Agreement will remain unchanged.

Under the Depositary Agreement, an annual fee of 0.025% of the gross asset value of the Company, subject to a minimum annual fee 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.

The Depositary provides the following services, inter alia, under the Depositary Agreement:

?    safekeeping and custody of the Company’s custodial investments and cash;

?    processing of transactions; and

?    foreign exchange services.

Company Secretary, Marketing and Administration

Company secretarial, marketing, and administrative services are provided by Frostrow under an agreement dated 1 February 2016. An annual management services fee of 25 basis points of the market capitalisation of the Company, charged quarterly in arrears, is payable, subject to a minimum annual fee of £120,000. Frostrow’s fees will reduce from 25 basis points to 20 basis points on market capitalisation of the Company in excess of £100 million. The agreement may be terminated by either party on six months’ written notice.

Frostrow provides the following services, inter alia, under its agreement with the Company:

?    marketing and shareholder services;

?    administrative and company secretarial services;

?    advice and guidance in respect of corporate governance requirements;

?    maintenance of the Company’s accounting records;

?    preparation and dispatch of the annual and half yearly reports; and

?    ensuring compliance with applicable legal and regulatory requirements.

Details of the fees paid to Frostrow for their services during the year are set out in note 4 to the Financial Statements.

Environmental, Human Rights and Social 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. As an investment trust the Company has no direct impact on the community or the environment and therefore 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.

As an investment company, the Company does not provide goods or services in the normal course of business and does not have customers. Accordingly, the Company falls outside the scope of the Modern Slavery Act 2015. The Company’s suppliers are typically professional advisers and the Company’s supply chains are considered low risk in this regard.

The Directors, through the Investment Manager, encourage companies in which investments are made to adhere to best practice with regard to corporate governance.

Board Diversity

The Board supports the principle of boardroom diversity, of which gender is one important aspect, and the recommendations of the Lord Davies review. The Board’s aim is to have a broad range of backgrounds, skills and experience represented on the Board and to make appointments on merit against objective criteria, including diversity. To this end, the Board will dedicate time to considering diversity during any director search process.

Following the appointments of Katya Thomson and Richard Davidson at the end of 2017, the Board of Directors of the Company currently comprises one female and five male Directors. However, this ratio is about to change as Anthony Townsend and James Fox will retire after this year’s Annual General Meeting (AGM). Therefore, after the AGM there will be one female and three male Directors.

On behalf of the Board

Anthony Townsend

Chairman

28 June 2018

Governance

Board of Directors

The Board of Directors all of whom are non-executive, supervise the management of the Company and look after the interests of shareholders. The Board considers that all the Directors are independent and there are no relationships or circumstances which are likely to affect or could appear to affect their judgement.

Anthony Townsend, Chairman

Anthony Townsend has spent over 40 years working in the City and was chairman of the Association of Investment Companies from 2001 to 2003. He is chairman of F&C Global Smaller Companies plc, Baronsmead Second Venture Trust plc, Gresham House plc and Finsbury Growth & Income Trust PLC. He will retire as Chairman and Director of the Company after the conclusion of the AGM on 5 October 2018.

James Fox, Chairman of the Audit Committee

James Fox has over 40 years’ experience in investment management and the investment trust industry. He is a past deputy chairman of the Association of Investment Companies and a past chairman of the Association of Investment Companies’ Tax Committee. He will retire as Audit Committee Chairman and Director of the Company after the conclusion of the AGM on 5 October 2018.

Michael Phillips

Michael Phillips founded iimia Investment Group plc in 2001 (which became MAM Funds plc in 2010 and is now Miton Group plc) and in a period of seven years built it into a group with funds under management and advice of over £2.8 billion. As chief executive he was responsible for the day to day operations of the Group until September 2008 when he left to pursue other interests. He is a Fellow of the Chartered Institute for Securities & Investment.

Hugh van Cutsem

Hugh van Cutsem has worked in the investment company sector for over 20 years, starting his career at Cazenove. He is a founding partner of Kepler Partners LLP, a business that specialises in both the marketing of closed-end funds and the production of research on them. Kepler is also an asset management platform focused on the absolute return sector.

Ekaterina (Katya) Thomson

Appointed to the Board on 18 December 2017, Katya Thomson is a corporate finance, strategy and business development professional with over 20 years of experience with UK and European blue chip companies. She is the founder of Temerity Consulting and a non-executive director of Henderson EuroTrust plc (where she is also chairman of the Audit Committee), Thomas Cook Nederland BV and The New Carnival Company CIC. She is a member of the Institute of Chartered Accountants in England and Wales and chairman-elect of the Company’s Audit Committee.

Richard Davidson

Also appointed to the Board on 18 December 2017, Richard Davidson is currently Chair of the University of Edinburgh’s Investment Committee, and a Trustee of their staff pension scheme. Formerly, he was a partner and manager of the Macro Fund at Lansdowne Partners. Prior to that, he was a managing director and No. 1 ranked investment strategist at Morgan Stanley, where he worked for 15 years. He is chairman-elect of the Board and will take over from Anthony Townsend after the AGM.

Report of the Directors

The Directors present their report and the audited financial statements for the year ended 30 April 2018. Disclosures relating to performance, future developments and risk management can be found within the Strategic Report. The Corporate Governance Report forms part of this report.

Overview

The Company was launched on 6 April 2004 as iimia Investment Trust PLC, changing its name on 11 October 2010 to Miton Worldwide Growth Investment Trust PLC and to Miton Global Opportunities plc on 5 January 2016. 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.

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 the Company’s continued compliance with applicable laws and 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.

Results and Dividends

The results attributable to shareholders for the year are shown in the Income Statement. No dividends were declared during the year and the Directors have not recommended a final dividend for the year (2017: no dividends declared or recommended). Information on the Company’s dividend policy is given in the Chairman’s Statement.

Alternative Performance Measures

The financial statements set out the required statutory reporting measures of the Company’s financial performance. In addition, the Board assesses the Company’s performance against a range of criteria which are viewed as particularly relevant for investment trusts and for the Company, which are summarised above and explained in greater detail in the Strategic Report, under the heading ‘Key Performance Indicators’.

Definitions of the terms used and the basis of calculation adopted are set out in the Glossary.

Directors

The Directors in office during the year and up to the date of this report are:

	Date of appointment
Anthony Townsend	23 February 2004
James Fox	23 February 2004
Michael Phillips	23 February 2004
Hugh van Cutsem	31 March 2010
Katya Thomson	18 December 2017
Richard Davidson	18 December 2017

None of the Directors nor any persons connected with them had a material interest in the transactions, arrangements and agreements of the AIFM or the Investment Manager during the year. For information on Related Parties please see note 16 to the Financial Statements.

The Board has adopted a policy whereby all Directors are required to stand for re-election annually, regardless of their length of tenure.

The Board has concluded, following formal performance evaluation, that each of the Directors continues to demonstrate effectiveness, a high level of commitment to the Company, independence from the Investment Manager and a keen desire to act in the best interests of the shareholders as a whole. Furthermore, the Board considers that the experience, expertise and knowledge contributed by each Director is of notable benefit to the Company.

As already noted above, Anthony Townsend and James Fox will not seek re-election, but will retire at the conclusion of the AGM. Accordingly, the Board recommends the re-election of Michael Phillips and Hugh van Cutsem as well as the election of Katya Thomson and Richard Davidson at the forthcoming Annual General Meeting.

Substantial Shareholdings

The Directors have been informed of the following substantial interests in the Company’s voting rights as at 30 April and 31 May 2018:

	at 31 May 2018		at 30 April 2018
	Ordinary	% of	Ordinary	% of
Shareholders	shares	voting rights	shares	voting rights
Hargreaves Lansdown, Stockbrokers (EO)	2,411,950	8.87	2,473,220	9.09
AJ Bell, Stockbrokers (EO)	2,256,107	8.29	2,277,236	8.37
Charles Stanley	1,581,049	5.81	1,584,871	5.83
Investec Wealth + Investment	1,527,500	5.61	1,517,790	5.58
Alliance Trust Savings	1,506,595	5.54	1,449,951	5.33
M&G Investment Management	1,323,007	4.86	1,323,007	4.86
Transact (EO)	1,237,400	4.55	1,252,806	4.61
Premier Asset Management	1,235,000	4.54	1,235,000	4.54
Seven Investment Management	1,139,321	4.19	1,091,053	4.01
Rathbones	957,490	3.52	984,540	3.62
Philip J. Milton, Stockbrokers	918,413	3.38	913,126	3.36
EFG Harris Allday, Stockbrokers	824,832	3.03	820,582	3.02
Schroder Investment Management	820,922	3.02	820,922	3.02

Capital Structure and Continuation of the Company

At a General Meeting of the Company held on 9 September 2015, shareholders approved proposals to remove the requirement for continuation votes set out in the Company’s Articles of Association and instead to include provisions enabling shareholders to elect, in 2018 and then at three year intervals, for the realisation of all or part of their shareholding. The Company’s share capital therefore comprises Ordinary shares of 1p each with one vote per share and, when in issue, Realisation shares of 1p each with one vote per share.

The rights of holders of Ordinary shares (being shares in respect of which no election for realisation has been made) and of Realisation shares (being shares in respect of which an election for realisation has been made), when in issue, will be as follows: the portfolio will be split into two separate and distinct pools, namely a continuation pool comprising assets attributable to the continuing Ordinary shares (the “Continuation Pool”) and a realisation pool comprising the assets attributable to the Realisation shares (the “Realisation Pool”). The assets in the Realisation Pool will be managed in accordance with an orderly realisation programme with the aim of making progressive returns of cash to holders of Realisation shares as soon as practicable. The precise mechanism for any return of cash to holders of Realisation shares will depend upon the relevant factors prevailing at the time and will be at the discretion of the Board.

The Board intends to publish a Circular in respect of a Realisation opportunity during the next quarter in order to provide shareholders with an opportunity, ahead of this year’s Annual General Meeting which has been convened for 5 October 2018, to elect to realise their shares.

Share Issues

At 30 April 2018 and the date of this report, the number of Ordinary shares in issue was 27,204,985. 1,925,000 shares have been issued during the year. The shares carry one vote each.

The Directors have the authority to issue shares up to an aggregate nominal amount equal to one-third of the issued share capital of the Company. They also have authority to issue shares, or sell Treasury shares, up to an aggregate nominal amount equal to 10% of the issued share capital for cash, without pre-emption rights applying. These authorities will expire at the Annual General Meeting to be held on 5 October 2018, when resolutions to renew them will be proposed.

Share Buybacks

At the Annual General Meeting held on 19 September 2017, the Directors were granted the authority to repurchase up to 3,789,469 Ordinary shares, being 14.99% of the Company’s Ordinary share capital. No Ordinary shares were re-purchased during the year. This authority will expire at the Annual General Meeting to be held on 5 October 2018, when a resolution to renew the authority will be proposed.

Treasury Shares

The Company may make market purchases of its own shares for cancellation or for holding in Treasury where it is considered by the Board to be cost effective and positive for the management of the Company’s capital base to do so. During the year, and since the year end, no shares were purchased for, or held in, Treasury.

Viability Statement

The Directors have carefully assessed the Company’s current position and prospects as described in the Chairman’s Statement and the Investment Manager’s Report, as well as the Principal Risks and Uncertainties and have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years.

The particular factors the Directors have considered in assessing the prospects of the Company, its ability to liquidate its portfolio, and in selecting a suitable period for this assessment are as follows:

?    the Board and the Investment Manager will continue to adopt a long-term view when making investments;

?    the majority of the portfolio consists of investments actively traded on major international stock exchanges;

?    the Company’s expenses are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position;

?    the Company has no employees, only non-executive Directors, and consequently does not have employment related liabilities or responsibilities; and

?    shareholders will have the opportunity to elect to receive Realisation Shares at a General Meeting to be held on 5 October 2018, the same day as the Company’s AGM. In this situation, two portfolios will be created and assets in the Realisation Portfolio will be sold. As part of these proposals, if the net asset value of the Ordinary Shares is less than £30 million after the re-organisation, the Directors would follow provisions in the Articles of Association relating to the winding-up of the Company and the realisation of its assets. A circular with further details will be published in due course.

The Company is intended to operate over the long-term, however due to the limitations and uncertainties inherent in predicting market conditions the Directors have determined that three years is the longest period for which it is reasonable to make this assessment.

In carrying out their assessment, the Directors made the following assumptions:

?    investors will wish to continue to have exposure to the type of companies that the Company invests in, namely closed-end investment funds;

?    the performance of the Company will continue to be satisfactory;

?    the threats to the Company’s solvency or liquidity incorporated in the Principal Risks will be managed or mitigated as outlined above; and

?    following the realisation opportunity in 2018, as described above, the net asset value of the Ordinary Shares will be more than £30 million, allowing the Company to continue in operation.

Based on the results of this review, the Directors have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years.

Securities Carrying Voting Rights

There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements known to the Company between holders of securities that may restrict the transfer of securities; and no agreements to which the Company is party that might affect its control following a successful takeover bid.

Greenhouse Gas Emissions

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

Requirements of the Listing Rules

Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard.

Annual General Meeting

The Notice of the Annual General Meeting is set out below. In addition to the ordinary business of the meeting, the following resolutions will be proposed as special business:

An Ordinary Resolution to renew the Directors’ authority to allot shares up to an aggregate nominal amount of £91,266 representing approximately one-third of the Company’s issued share capital at the date of this report, will be proposed as Resolution 10.

A Special Resolution to authorise the Directors to issue new shares or sell shares from Treasury for cash, up to an aggregate nominal amount of £27,379, which is equivalent to approximately 10% of the Company’s issued share capital at the date of this report, at a price per share not less than the net asset value per share, and to disapply pre-emption rights in respect of such shares, will be proposed as Resolution 11.

A Special Resolution to renew for a further year the Company’s authority to purchase (either for cancellation or for placing into Treasury, at the discretion of the Directors) up to 14.99% of the Ordinary shares in circulation will be put to shareholders as Resolution 12. Purchases will be made on the open market and prices will be in accordance with the terms set out in Resolution 12.

The Directors will exercise the authorities granted to them by the passing of Resolutions 10 to 12 only if, in their opinion, it would be in the best interests of the shareholders as a whole. If passed, these authorities will expire at the Annual General Meeting to be held in 2019, when resolutions for their renewal will be proposed.

A Special Resolution that will allow the Directors to convene general meetings, other than Annual General Meetings, on a minimum of 14 clear days’ notice, will be proposed as Resolution 13. The minimum notice period for Annual General Meetings will remain at 21 clear days. This approval would be effective until the Company’s Annual General Meeting to be held in 2019, at which it is intended that renewal will be sought. The Company will have to offer facilities for all shareholders to vote by electronic means for any general meeting convened on 14 days’ notice. The Directors will only call a general meeting on 14 days’ notice where they consider it to be in the interests of shareholders to do so and the relevant matter is required to be dealt with expediently.

Recommendation

Full details of the above resolutions are contained in the Notice of Annual General Meeting. Ordinary resolutions require that more than 50% of the votes cast at the relevant meeting must be in favour of the resolutions. Special resolutions require that at least 75% of the votes cast must be in favour of the resolution to be passed.

The Directors consider that all the resolutions to be proposed at the Meeting are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings, details of which are set out in the Directors’ Remuneration Report.

Audit Information

The Directors who held office at the date of this report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s Auditor is unaware and each Director has taken all the steps that he ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. This information should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

On behalf of the Board

Anthony Townsend

Chairman

28 June 2018

Audit Committee Report

I am pleased to present the Audit Committee (the “Committee”) Report for the year ended 30 April 2018. The Committee met three times during the year under review.

Composition

The Committee currently comprises all the Directors whose biographies are set out above. Following the AGM of the Company, the Committee will comprise Katya Thomson as the new Chairman of the Audit Committee, Michael Phillips, Hugh van Cutsem and Richard Davidson. The Committee considers that at least one member has recent and relevant experience in accounting or auditing and that the Committee as a whole has experience relevant to the investment trust industry.

Role of the Audit Committee

The Committee provides a forum through which the Company’s Auditor reports to the Board. The Committee is responsible for monitoring the process of production and ensuring the integrity of the Company’s financial statements. The other primary responsibilities of the Committee are:

?    to review the Company’s half year and annual reports;

?    to review the effectiveness of the internal control and risk management environment of the Company;

?    to receive and consider reports from the Compliance Officer of the Investment Manager;

?    to consider the accounting policies of the Company;

?    to monitor adherence to best practice in corporate governance;

?    to make recommendations to the Board in relation to the re-appointment of the Auditor;

?    to approve the Auditor’s remuneration and terms of engagement; and

?    to review and monitor the Auditor’s independence and objectivity and the effectiveness of the audit process.

Matters Considered in the Year

The Committee met three times during the financial year. It has:

?    reviewed the internal controls and risk management systems of the Company and its third party service providers;

?    received and discussed with PricewaterhouseCoopers LLP their report on the results of the 2017 audit;

?    agreed the audit plan and fee for the 2018 audit with PricewaterhouseCoopers LLP, including the principal areas of focus; and

?    reviewed the Company’s financial statements and advised the Board accordingly.

Subsequent to the year end, the Committee received and discussed with PricewaterhouseCoopers LLP their report on the results of the 2018 audit.

The significant reporting matters considered by the Committee during the year were:

1. Verification of ownership and valuation of the Company’s holdings. The valuation of investments is undertaken in accordance with the accounting policies in note 1 to the financial statements. Controls are in place to ensure that valuations are appropriate and existence is verified through reconciliations with the Depositary. The Committee discussed with Frostrow and the Investment Manager the process by which the investments are valued and ownership documented, including the reconciliation process with the Depositary. Having reviewed the valuations, the Committee confirmed that they were satisfied that the investments had been valued correctly.

      The portfolio contains a significant number of holdings where the investee company is in a process of realisation/liquidation. As at 30 April 2018, 13 out of 48 holdings were in a process of realisation, representing 15.3% of the portfolio. The Investment Manager provides comprehensive updates on investee companies at each Board meeting and the Directors have regular discussions with the Investment Manager about the impact of this ‘tail’ on the Company and its performance.

Financial Statements

The Board has asked the Committee to confirm that in its opinion the Board can make the statement that the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. The Committee has given this confirmation on the basis of its review of the whole document, underpinned by involvement in the planning for its preparation and review of the processes to assure the accuracy of factual content.

The Committee is satisfied that it is appropriate for the Board to prepare the financial statements on the going concern basis. The financial statements can be found below.

The Committee also reviewed the financial position and principal risks of the Company in connection with the Board’s statement on the long-term viability of the Company, which is set out in the Report of the Directors.

Internal Controls and Risk Management

The Board is responsible for the risk assessment and review of the internal controls of the Company, undertaken in the context of its investment objective.

The review covers the key business, operational, compliance and financial risks facing the Company. In arriving at its judgement of what risks the Company faces, the Board has considered the Company’s operations in light of the following factors:

?    the nature of the Company, with all management functions outsourced to third party service providers;

?    the nature and extent of risk which it regards as acceptable for the Company to bear within its overall investment objective;

?    the threat of such risks becoming a reality; and

?    the Company’s ability to reduce the incidence and impact of risk on its performance.

Against this background, a risk matrix has been developed which covers all key risks that the Company faces, the likelihood of their occurrence and their potential impact, how these risks are monitored and the mitigating controls in place. The Board has delegated to the Committee the responsibility for the review and maintenance of the risk matrix. It reviews, in detail, the risk matrix each time it meets, bearing in mind any changes to the Company, its environment or service providers since the last review.

The Committee receives an internal controls report and reviews the internal controls in place at the Investment Manager and AIFM, as well as other major service providers, and is satisfied that they are sufficiently robust and appropriate.

The Committee members confirm that they have carried out a review of the effectiveness of the system of internal financial control and risk management during the year, as set out above and that:

(a)  an ongoing procedure for identifying, evaluating and managing significant risks faced by the Company was in place for the year under review and up to the date of this report. This procedure is regularly reviewed by the Board; and

(b)  they are responsible for the Company’s system of internal controls and for reviewing its effectiveness and that it is designed to manage the risk of failure to achieve business objectives. This can only provide reasonable not absolute assurance against material misstatement or loss.

Internal Audit

The Company does not have an internal audit function as all of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discussed whether it would be appropriate to establish an internal audit function, and agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient.

External Auditor

The Committee monitors and reviews the effectiveness of the external audit process and makes decisions on the re-appointment, remuneration and terms of engagement of the Auditor.

Ahead of each audit, the Committee considers the appropriateness of the scope of the audit plan, the terms under which the audit is to be conducted as well as the matter of remuneration, with a view to ensuring the best interests of the Company are promoted.

PricewaterhouseCoopers LLP (“PwC”) carried out the audit for the year under review and were considered by the Audit Committee to be independent. The audit fee for the year ended 30 April 2018 was £22,880 (2017: £22,000).

Non-Audit Services

The Company operates on the basis whereby the provision of non-audit services by the Auditor is permissible where no conflicts of interest arises, the service is not expressly prohibited by audit legislation, the independence of the Auditor is not likely to be impinged by undertaking the work and the quality and the objectivity of both the non-audit work and audit work will not be compromised. In particular, non-audit services may be provided by the Auditor if they are inconsequential or would have no direct effect on the Company’s financial statements and the audit firm would not place significant reliance on the work for the purposes of statutory audit.

PwC did not provide any non-audit services to the Company during the year.

James Fox

Audit Committee Chairman

28 June 2018

Directors’ Remuneration Report

for the year ended 30 April 2018

Statement from the Chairman

I am pleased to present the Directors’ Remuneration Report for the year ended 30 April 2018. An ordinary resolution for the approval of this report will be put to shareholders at the forthcoming Annual General Meeting. The law requires the Company’s Auditor, PwC, to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in the Independent Auditor’s Report.

The Board consists entirely of independent non-executive Directors and the Company has no employees. We have not, therefore, reported on those aspects of remuneration that relate to executive directors. Due to the small size and nature of the Board, it is not considered appropriate for the Company to establish a separate remuneration committee and the remuneration of the Directors is therefore dealt with by the Board as a whole.

During the year ended 30 April 2018, the fees were set at the rate of £27,500 per annum for the Chairman, £20,000 per annum for other non-executive Directors, and an additional £4,000 per annum for the Chairman of the Audit Committee.

The Directors’ fees were last increased with effect from 1 May 2015 to bring them more in line with the market. At the most recent review, held on 20 June 2018, it was agreed that the Directors’ fees would remain unchanged. All levels of remuneration reflect both the time commitment and responsibility of the role.

Directors’ Fees for the Year (audited)

The Directors who served during the year received the following emoluments:

	Fees		Expenses*		Total
	Year to	Year to	Year to	Year to	Year to	Year to
	30 April	30 April	30 April	30 April	30 April	30 April
	2018	2017	2018	2017	2018	2017
	£	£	£	£	£	£
Anthony Townsend (Chairman)	27,500	27,500	–	–	27,500	27,500
James Fox	24,000	24,000	744	393	24,744	24,393
Michael Phillips	20,000	20,000	1,417	333	21,417	20,333
Hugh van Cutsem	20,000	20,000	–	–	20,000	20,000
Katya Thomson^	7,436	N/A	–	N/A	7,436	N/A
Richard Davidson^	7,436	N/A	–	N/A	7,436	N/A
	106,372	91,500	2,161	726	108,533	92,226

*       travel expenses for attendance at Board meetings, which under HMRC rules are treated as taxable expenses. The amounts shown in the table are the expenses plus the associated tax liability.

^      Appointed on 18 December 2017.

Performance

The graph below compares the total return (assuming all dividends are sterling reinvested) to Ordinary shareholders, compared to the FTSE All-Share Index and the Company’s Benchmark of sterling 3 month LIBOR plus 2%.

Relative Importance of Spend on Pay

This report is required to include a table showing actual expenditure by the Company on remuneration and distributions to shareholders for the current and prior year. However, as the Company has not declared any dividends, there is no such analysis to present.

Directors’ Beneficial Interests (audited)

The interests of the Directors and their families in the Ordinary shares of the Company are set out below:

	At 30 April 2018	At 30 April 2017
	Number of shares	Number of shares
Anthony Townsend	25,000	25,000
James Fox	40,000	40,000
Michael Phillips	107,795	107,795
Hugh van Cutsem	6,234	6,234
Katya Thomson^	6,000	N/A
Richard Davidson^	27,025	N/A

^              Appointed on 18 December 2017.

There have been no changes to any of the above holdings between 30 April 2018 and the date of this Report.

There is no requirement under the Company’s Articles of Association for Directors to hold shares in the Company.

The interests of the Investment Manager in the Ordinary shares of the Company are set out below:

	At 30 April 2018 Number of shares	At 30 April 2017 Number of shares
Nick Greenwood	162,000	162,000

Statement of Voting at Annual General Meeting

The Directors’ Remuneration Report for the year ended 30 April 2017 was approved by shareholders at the Annual General Meeting held on 19 September 2017.

The votes cast by proxy were as follows:

	Directors’ Remuneration Report
	Number of votes	% of votes cast
For*	7,223,584	99.97
Against	2,175	0.03
Total votes cast	7,225,759	100
Number of votes withheld	0

*               Any proxy votes which were at the discretion of the Chairman have been included in the “for” total.

Approval

The Directors’ Remuneration Report was approved by the Board of Directors on 28 June 2018 and signed on its behalf by:

Anthony Townsend

Chairman

Directors’ Remuneration Policy

The Board’s policy is that the remuneration of the Directors should reflect the experience of the Board as a whole, and is determined with reference to comparable organisations and appointments.

The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company. The remuneration of the Directors will take into account the duties and responsibilities of the Directors and the expected time commitment to the Company’s affairs.

The fees of the Directors are determined within the limits set out in the Company’s Articles of Association, which stipulate that the aggregate amount of Directors’ fees shall not exceed £150,000 in any financial year or any greater sum that may be determined from time to time by ordinary resolution of the Company. The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe this to be appropriate for non-executive Directors.

As set out in the Company’s Articles of Association, Directors are entitled to be paid all reasonable travel, hotel or other expenses properly incurred in or about the performance of their duties as Directors, including expenses incurred in attending Board or shareholder meetings. In certain circumstances, under HMRC rules, travel and other out of pocket expenses reimbursed to the Directors may be considered as taxable benefits. Where expenses are classed as taxable under HMRC guidance, they are shown in the expenses column of the Directors’ remuneration table along with the associated tax liability.

	Expected fees
	for year to	Fees for year to
	30 April 2019	30 April 2018
	£	£
Chairman	27,500	27,500
Audit Committee Chairman	24,000	24,000
Non-executive Director	20,000	20,000
Total aggregate annual fees that may be paid	150,000	150,000

Fees for any new Director appointed will be on the above basis. Fees payable in respect of subsequent periods will be determined following an annual review. Any views expressed by shareholders on the fees being paid to Directors will be taken into consideration by the Board.

None of the Directors has a contract of service with the Company, but letters of appointment setting out the terms of their appointment as non-executive Directors are in place and are available on request from the Company Secretary and will be available at the Company’s Annual General Meeting. The Company’s Articles of Association provide that a Director shall retire and be subject to election at the first Annual General Meeting after appointment, and that one-third of the Directors retire by rotation at subsequent Annual General Meetings, with each Director retiring at least every third year. In addition to these requirements, the Board has agreed that all Directors will stand for re-election annually. Compensation will not be paid upon loss of office.

This policy was last approved by shareholders at the Annual General Meeting held in 2015. 16,706,253 (99.9%) of votes were received in favour, 14,767 (0.1%) were against and 179,200 were withheld. The percentage of votes excludes votes withheld.

No communications have been received from shareholders regarding Directors’ remuneration. The Board will consider any comments received from shareholders on the remuneration policy.

In accordance with the regulations, an ordinary resolution to approve the Directors’ Remuneration Policy will be put to shareholders at least once every three years and therefore it will next be put to shareholders at this year’s AGM and thereafter in 2021.

Corporate Governance Report

This Corporate Governance Statement forms part of the Report of the Directors.

The Company is committed to the highest standards of corporate governance and the Board is accountable to shareholders for the governance of the Company’s affairs.

Statement of Compliance with the AIC Code of Corporate

Governance

The Board of Miton Global Opportunities plc has considered the principles and recommendations of the Code of Corporate Governance published by the Association of Investment Companies in July 2016 (“AIC Code”) by reference to the AIC Corporate Governance Guide for Investment Companies (“AIC Guide”). The AIC Code, as explained by the AIC Guide, addresses all the applicable principles set out in the UK Corporate Governance Code (the “UK Code”), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.

Copies of the AIC Code, the AIC Guide and the UK Code can be found on the respective organisations’ websites: www.theaic.co.uk and www.frc.org.uk.

The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide better information to shareholders.

The Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as set out below.

The UK Code includes provisions relating to:

?    the role of the chief executive;

?    executive directors’ remuneration; and

?    the need for an internal audit function.

For the reasons set out in the AIC Guide, and as explained in the UK Code, the Board considers these provisions are not relevant to the position of the Company as it is an externally managed investment company. In particular, all of the Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. Therefore the Company has not reported further in respect of these provisions.

Board of Directors

The Board consists entirely of non-executive Directors.

The Directors meet at regular Board meetings, held at least once a quarter, with additional meetings arranged as necessary. During the year to 30 April 2018, the number of scheduled Board and Committee meetings attended by each Director was as follows:

			Management
		Audit	Engagement
	Board	Committee	Committee
	meetings	meetings	meetings
Anthony Townsend	4 (5)	2 (3)	1 (1)
James Fox	5 (5)	3 (3)	1 (1)
Michael Phillips	5 (5)	3 (3)	1 (1)
Hugh van Cutsem	4 (5)	2 (3)	1 (1)
Katya Thomson	1 (1)	1 (1)	N/A
Richard Davidson	1 (1)	1 (1)	N/A

Figures in brackets indicate maximum number of meetings held in the year in respect of which the individual was a Board/Committee member.

The Board is responsible for all matters of direction and control of the Company, including its investment policy, and no one individual has unfettered powers of decision. The Directors possess a wide range of business and financial expertise relevant to the Company and consider that they commit sufficient time to the Company’s affairs. Brief biographical details of the Directors, including details of their significant commitments, can be found above. There are no qualifying third party indemnity provisions in place.

A procedure for the induction of new Directors has been established, including the provision of an induction pack containing relevant information about the Company, its processes and procedures. New appointees will also have the opportunity of meeting with the Chairman and relevant persons at the AIFM, Investment Manager and Company Secretary.

Policy on Tenure

The Board subscribes to the view expressed within the AIC Code that long-serving directors should not be prevented from forming part of an independent majority. It does not consider that a director’s tenure necessarily reduces his/her ability to act independently and, following appropriate, formal performance evaluations, believes that directors may be considered independent in character and judgement. The Board’s policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit has been imposed. In view of its non-executive nature, the Board considers that it is not appropriate for directors to be appointed for a specified term, although new directors will be appointed with the expectation that they will serve for a minimum period of three years subject to shareholder approval. The Board has adopted a policy whereby all Directors will be required to stand for re-election annually, regardless of their length of tenure.

Board Evaluation

The Board has an established formal process, led by the Chairman, for the annual evaluation of the performance of the Board, its Committees and the individual Directors. Appraisals are conducted by one to one discussions between the Chairman and each of the Directors using an agreed template to ensure consistency.

However, in the light of the significant changes to the Board during the year under review, this normal process for board evaluation was put on hold. Instead, a transitional process took place during which a board evaluation and skills review was undertaken in conjunction with the search consultants prior to the search for, and appointment of, the two new Directors, Ms Thomson and Mr Davidson. This was to ensure that the Board would have an appropriate balance of skills, experience, length of service and knowledge, and that the Directors would work well together and have a good rapport both before and after the AGM when Mr Townsend, the current Chairman of the Board and Mr Fox, the current Chairman of the Audit Committee will retire. The Chairman and the Directors are satisfied that the refreshment of the Board was successful; the normal annual Board evaluation process will be resumed again in the coming year.

Chairman and Senior Independent Director

The current Chairman, Mr Townsend, is deemed by his fellow independent Board members to be independent and to have no conflicting relationships. Mr Townsend will retire as Chairman and a Director of the Company at the conclusion of the AGM to be held on 5 October 2018. His successor, Mr Davidson, is also deemed to be independent and to have no conflicting relationships. He is Chair of the University of Edinburgh’s Investment Committee, and a Trustee of their staff pension scheme and the Board considers that he has sufficient time to commit to the Company’s affairs as necessary.

Given the size and nature of the Board, the Board has not considered it appropriate to appoint a Senior Independent Director.

Directors’ Independence

In accordance with the AIC Code, as part of the evaluation process, the Board has reviewed the independence of each individual Director and the Board as a whole.

The AIC Code requires that this report should identify each non-executive Director the Board considers to be independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, a Director’s judgement, stating its reasons if it determines that a Director is independent notwithstanding the existence of relationships or circumstances which may appear to be relevant to its determination.

Mr Townsend, Mr Fox and Mr Phillips have each held office for 14 years, since the launch of the Company in 2004. Mr Townsend and Mr Fox will retire at the conclusion of the AGM on 5 October 2018. Generally, however, the Board considers that longevity of service does not impede a Director’s ability to act independently. Following formal performance evaluation, and having noted the willingness of each Director to challenge and debate the activities of the AIFM and Investment Manager, the Board has concluded that each Director is independent in character and judgement and that there are no relationships or circumstances which are likely to affect the judgement of any Director.

Conflicts of Interest

In line with the Companies Act 2006, the Board has the power to authorise any potential conflicts of interest that may arise and impose such limits or conditions as it thinks fit. A register of interests and potential conflicts is maintained and is reviewed at every Board meeting to ensure all details are kept up to date. It was resolved at each Board meeting during the year that there were no direct or indirect interests of a Director that conflicted with the interests of the Company. Appropriate authorisation will be sought prior to the appointment of any new director or if any new conflicts or potential conflicts arise.

Board Responsibilities and Relationship with the AIFM and the Investment Manager

The Board is responsible for the determination and implementation of the Company’s investment policy and for monitoring compliance with the Company’s investment objective. At each Board meeting, the Directors follow a formal agenda, which is circulated in advance by the Company Secretary. The Board’s main roles are to create value for shareholders, to provide leadership to the Company and to set the Company’s strategic objectives. Specific responsibilities of the Board include: reviewing the Company’s investments, asset allocation, gearing policy, cash management, peer group performance, investment outlook and revenue forecasts and outlook.

In order to discharge these responsibilities, the Board requires that Frostrow, the AIFM and the Investment Manager provide financial information, together with briefing notes and papers in relation to changes in the Company’s economic and financial environment, statutory and regulatory changes and corporate governance best practice.

The Board has a schedule of matters reserved for decision by the full Board, which is regularly reviewed.

The Board has delegated certain of its responsibilities to the Audit Committee and the Management Engagement Committee, the terms of reference for which are available on the Company’s website, www.mitongroup.com/private/fund/miton-global-opportunities-plc.

At each Board meeting, representatives from the AIFM and Investment Manager are in attendance to present verbal and written reports covering its activity, portfolio and investment performance over the preceding period, and compliance with the applicable rules and guidance of the FCA and the UK Stewardship Code. Ongoing communication with the Board is maintained between formal meetings. The Board and the Investment Manager operate in a supportive, co-operative and open environment.

Engagement with Investee Companies

As an externally managed investment company, the Board delegates the majority of its Stewardship and engagement responsibilities to the Company’s Investment Manager. However, the Board retains oversight of this process by receiving regular updates from the Investment Manager on its engagement activities and by reviewing the Investment Manager’s engagement and voting policies. The Investment Manager has published a statement of compliance with the UK Stewardship Code. Further details of the Investment Manager’s approach to engaging with investee companies can be found on its website at www.mitongroup.com/private/fund/miton-global-opportunities-plc.

Committees

The Directors have decided that, given the size of the Board, it is unnecessary to form separate Remuneration and Nomination Committees; the duties that would ordinarily fall to those Committees are carried out by the Board as a whole.

Audit Committee

The Board has established an Audit Committee, which comprises all the Directors and is currently chaired by Mr Fox. Following Mr Fox’s retirement, the Audit Committee will be chaired by Ms Thomson. With such a small Board, it is deemed both proportionate and practical to involve all Directors.

The Audit Committee meets at least twice yearly, and meetings are arranged to coincide with the publication of the Company’s financial statements.

The Audit Committee Report is set out above.

Management Engagement Committee

The Management Engagement Committee comprises all the Directors and is currently chaired by Mr Townsend. Following Mr Townsend’s retirement, the committee will be chaired by Mr Davidson. The Committee meets at least once a year to review the performance of the AIFM and Investment Manager’s obligations under the IMA and Delegation Agreement and to consider any variation to the terms of these agreements. The Management Engagement Committee then makes a recommendation to the Board about the continuing appointment of the AIFM and Investment Manager under the terms of the IMA and Delegation Agreement. The Management Engagement Committee also reviews the performance of Frostrow, the Depositary, the Custodian, the Registrar and any matters concerning their respective agreements with the Company.

Independent Professional Advice

The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may seek independent professional advice at the Company’s expense.

The Company has also arranged Directors’ and Officers’ Liability Insurance which provides cover for legal expenses under certain circumstances. This was in force for the entire year under review and up to the date of this report.

Company Secretary

The Board has direct access to the advice and services of the Company Secretary, Frostrow, which is responsible for ensuring that the Board and Committee procedures are followed and that the Company complies with applicable regulations. The Company Secretary is also responsible to the Board for ensuring timely delivery of the information and reports and that statutory obligations of the Company are met.

Dialogue with Shareholders

Communication with shareholders is given a high priority by the Board, the AIFM and the Investment Manager and the Directors are available to enter into dialogue with shareholders. Major shareholders of the Company are offered the opportunity to meet with the Investment Manager and the Directors to ensure that their views are understood. All shareholders are encouraged to attend and vote at the Annual General Meeting, during which the Board and the Investment Manager are available to discuss issues affecting the Company and shareholders have the opportunity to address questions to the Investment Manager and the Board.

Any shareholder who would like to lodge questions in advance of the Annual General Meeting is invited to do so, either on the reverse side of the proxy card or in writing to the Company Secretary at the address below. The Company always responds to letters from individual shareholders.

The Annual and Half-Yearly Reports of the Company are prepared by the Board and its advisers to present a full and readily understandable review of the Company’s performance. Copies of the Annual Report are dispatched to shareholders by mail and are also available from Frostrow or by downloading from the Company’s website: www.mitongroup.com/private/fund/miton-global-opportunities-plc.

Nominee Share Code

Where the Company’s shares are held via a nominee company name, the Company undertakes:

?    to provide the nominee company with multiple copies of shareholder communications, so long as an indication of quantities has been provided in advance; and

?    to allow investors holding shares through a nominee company to attend general meetings, provided the correct authority from the nominee company is available.

Nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend the Company’s general meeting.

By order of the Board

Frostrow Capital LLP

Company Secretary

28 June 2018

Statement of Directors’ Responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the return or loss of the company for that period. In preparing the financial statements, the directors are required to:

?    select suitable accounting policies and then apply them consistently;

?    state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;

?    make judgements and accounting estimates that are reasonable and prudent; and

?    prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.

The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Miton Trust Managers Limited is 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 countries.

The Directors consider that the annual report and accounts for the year ended 30 April 2018, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy.

Each of the Directors confirms that, to the best of his or her knowledge:

?    the Company’s financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law), give a true and fair view of the assets, liabilities, financial position and return of the company; 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.

On behalf of the Board

Anthony Townsend

Chairman

28 June 2018

Independent Auditor’s Report to the Members of

Miton Global Opportunities plc

Report on the audit of the financial statements

Opinion

In our opinion, Miton Global Opportunities plc’s financial statements:

?    give a true and fair view of the state of the Company’s affairs as at 30 April 2018 and of its return and cash flows for the year then ended;

?    have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

?    have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise: the Statement of Financial Position as at 30 April 2018; the Income Statement, the Statement of Cash Flow, the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company.

We have provided no non-audit services to the Company in the period from 1 May 2017 to 30 April 2018.

Our audit approach

Overview

?    Overall materiality: £751,000 (2017: £628,773), based on 1% of net assets.

?    The Company is a standalone Investment Trust company and engages Miton Asset Management Limited (the “Investment Manager”) via Miton Trust Managers Limited (the “AIFM”) to manage its assets.

?    We conducted our audit of the financial statements using information from the Investment Manager and Frostrow Capital LLP, whom the AIFM has engaged to provide certain administrative functions.

?    We tailored the scope of our audit taking into account the types of investments within the Company, the involvement of the third parties referred to above, the accounting processes and controls and the industry in which the Company operates.

?    Valuation and existence of assets.

?    Recognition of Income.

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations that could give rise to a material misstatement in the Company’s financial statements, including, but not limited to, the Companies Act 2006 and the Listing Rules. Our tests included, but were not limited to, review of the financial statement disclosures to underlying supporting documentation, review of minutes and enquiries of management. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

We found Valuation and existence of assets and Recognition of Income to be key audit matters, and these are discussed further below. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

Key audit matter	How our audit addressed the key audit matter
Valuation and existence of assets
Refer to the Accounting Policies and note 8 to the financial statements. Non-current investment assets at 30 April 2018 comprised £68,899,000 of investments for which a market price can be obtained, and unquoted investments totalling £1,857,000. We focused on the valuation and existence of investments because investments represent the principal element of the net asset value disclosed on the Statement of Financial Position in the financial statements.	We agreed the holdings for all investments to an independent custodian confirmation from Bank of New York Mellon. For investments where a market price can be obtained, we agreed the prices used in valuing them to third party sources. For the unquoted investments, where audited financial information showing the valuation of the underlying investments at the year-end was not available, we: ?      discussed and understood the methodology used by management to value them; ?      used our experience and expertise to assess the appropriateness of that methodology and the assumptions and estimates made by management in their valuation; and ?      agreed valuation inputs to third party information where available, such as dividend history, the most recent audited financial information, announcements from the liquidator and previous share prices. No material misstatements were identified which required reporting to those charged with governance.
Recognition of Income
Refer to notes 2 and 8 to the financial statements. Incomplete or inaccurate income (for both the revenue and capital return columns of the Income Statement) could have a material impact on the Company’s net asset value. With respect to the Company’s income derived from dividends of £1,146,000, we focused our audit work on the accuracy and completeness of income and its presentation in the Income Statement as revenue or capital returns, as set out in the requirements of The Association of Investment Companies Statement of Recommended Practice (the “AIC SORP”) and the Company’s Income Recognition accounting policy in note 1 on page 49. We also focused on the calculation of realised and unrealised gains and losses on investments amounting to a gain of £6,923,000 for the year.	We understood and assessed the design and implementation of relevant controls surrounding dividend income recognition. We tested dividend receipts by agreeing the dividend rates from investments to independent third party sources and traced a sample through to cash receipts. No misstatements were identified by our testing which required reporting to those charged with governance. To test for completeness, we tested that the appropriate dividends had been received in the year by reference to independent data of dividends declared for investment holdings in the portfolio. Our testing did not identify any unrecorded dividends. We then tested the validity of special dividends by checking the allocation and presentation of special dividend income between the revenue and capital return columns of the Income Statement. We did not find any special dividends that were not treated in accordance with the accounting policies and the AIC SORP. We also tested the gains or losses on investments held at fair value, comprising realised and unrealised gains or losses. For realised gains and losses, we traced a sample of disposal proceeds to bank statements and recalculated the gain/loss recognised. Our testing of the unrealised gains and losses was conducted as part of our testing of the valuation of investments. No misstatements were identified by our testing which required reporting to those charged with governance.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the types of investments within the Company, the involvement of third parties (including the Investment Manager and Frostrow Capital LLP who are engaged to provide certain administrative functions), the accounting processes and controls, and the industry in which the Company operates.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall materiality	£751,000 (2017: £628,773).
How we determined it	1% of net assets.
Rationale for benchmark applied	We believe that net assets are the primary measure used by the shareholders in assessing the performance of the Company, and is a generally accepted auditing benchmark.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £37,000 (2017: £31,439) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Going concern

In accordance with ISAs (UK) we report as follows:

Reporting obligation

Outcome

We are required to report if we have anything material to add or draw attention to in respect of the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors’ identification of any material uncertainties to the Company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements. We are required to report if the directors’ statement relating to Going Concern in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit.

We have nothing material to add or to draw attention to. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern. We have nothing to report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report, Report of the Directors and Corporate Governance Statement, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006 (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated).

Strategic Report and Report of the Directors

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Report of the Directors for the year ended 30 April 2018 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. (CA06)

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Report of the Directors. (CA06)

Corporate Governance Statement

In our opinion, based on the work undertaken in the course of the audit, the information given in the Corporate Governance Statement about internal controls and risk management systems in relation to financial reporting processes and about share capital structures in compliance with rules 7.2.5 and 7.2.6 of the Disclosure Guidance and Transparency Rules sourcebook of the FCA (“DTR”) is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. (CA06)

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in this information. (CA06)

In our opinion, based on the work undertaken in the course of the audit, the information given in the Corporate Governance Statement (on pages 33 to 36) with respect to the Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the DTR. (CA06)

We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Company. (CA06)

The directors’ assessment of the prospects of the Company and of the principal risks that would threaten the solvency or liquidity of the Company

We have nothing material to add or draw attention to regarding:

?    The directors’ confirmation above that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.

?    The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated.

?    The directors’ explanation above as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We have nothing to report having performed a review of the directors’ statement that they have carried out a robust assessment of the principal risks facing the Company and statement in relation to the longer-term viability of the Company. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering whether the statements are consistent with the knowledge and understanding of the Company and its environment obtained in the course of the audit. (Listing Rules)

Other Code Provisions

We have nothing to report in respect of our responsibility to report when:

?    The statement given by the directors that they consider the Annual Report taken as a whole to be fair, balanced and understandable, and provides the information necessary for the members to assess the Company’s position and performance, business model and strategy is materially inconsistent with our knowledge of the Company obtained in the course of performing our audit.

?    The section of the Annual Report describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.

?    The directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. (CA06)

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

?    we have not received all the information and explanations we require for our audit; or

?    adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

?    certain disclosures of directors’ remuneration specified by law are not made; or

?    the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 30 September 2016 to audit the financial statements for the year ended 30 April 2017 and subsequent financial periods. The period of total uninterrupted engagement is 2 years, covering the years ended 30 April 2017 to 30 April 2018.

Felicity Rees (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors Bristol

28 June 2018

Financial Statements

Income Statement

for the year ended 30 April 2018

		Year ended 30 April 2018			Year ended 30 April 2017
		Revenue	Capital	Total	Revenue	Capital	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
Gains on investments	8	–	6,923	6,923	–	16,943	16,943
Exchange losses on capital items		–	(41)	(41)	–	(7)	(7)
Income	2	1,146	–	1,146	675	–	675
Investment management fee	3	(454)	–	(454)	(331)	–	(331)
Other expenses	4	(610)	–	(610)	(447)	–	(447)
Return/(loss) before finance costs and taxation		82	6,882	6,964	(103)	16,936	16,833
Finance costs	5	(77)	–	(77)	(77)	–	(77)
Return/(loss) before taxation		5	6,882	6,887	(180)	16,936	16,756
Taxation	6	(12)	–	(12)	–	–	–
(Loss)/return after taxation		(7)	6,882	6,875	(180)	16,936	16,756
		pence	pence	pence	pence	pence	pence
Return/(loss) per Ordinary share	7	(0.0)	26.4	26.4	(0.7)	67.0	66.3

The total column of this statement is the Income Statement 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 is no other comprehensive income other than that passing through the Income Statement and therefore no Statement of Total Comprehensive Income has been presented.

Statement of Changes in Equity

for the year ended 30 April 2018

		Share capital	Capital redemption reserve	Share premium account	Special reserve	Capital reserve	Revenue reserve	Total Shareholders’ funds
	Note	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Balance at 1 May 2016		252	60	16,727	10,008	19,548	(474)	46,121
Movement for the year
Return/(loss) for the year		–	–	–	–	16,936	(180)	16,756
Balance at 30 April 2017		252	60	16,727	10,008	36,484	(654)	62,877
Movement for the year
New issue of shares	12	20	–	5,412	–	–	–	5,432
Return/(loss) for the year		–	–	–	–	6,882	(7)	6,875
Balance at 30 April 2018		272	60	22,139	10,008	43,366	(661)	75,184

Statement of Financial Position

as at 30 April 2018

		30 April 2018	30 April 2017
	Note	£’000	£’000
Non-current assets
Investments	8	70,756	64,155
Current assets
Debtors	10	203	90
Cash		9,591	3,806
		9,794	3,896
Creditors: amounts falling due within one year	11
Current liabilities
Bank borrowings		(5,000)	(5,000)
Other creditors		(366)	(174)
		(5,366)	(5,174)
Net current assets/(liabilities)		4,428	(1,278)
Net assets		75,184	62,877
Share capital and reserves:
Share capital	12	272	252
Capital redemption reserve		60	60
Share premium account		22,139	16,727
Special reserve		10,008	10,008
Capital reserve		43,366	36,484
Revenue reserve		(661)	(654)
Total shareholders’ funds		75,184	62,877
		pence	pence
Net asset value per Ordinary share	13	276.4	248.7

These financial statements were approved by the Board of Directors and authorised for issue on 28 June 2018, and signed on its behalf by:

Anthony Townsend

Chairman

Company No. 5020752

Statement of Cash Flow

for the year ended 30 April 2018

		Year ended	Year ended
		30 April 2018	30 April 2017
	Note	£’000	£’000
Net cash outflow from operating activities	14	(67)	(86)
Investing Activities
Purchases of investments		(24,151)	(13,289)
Sales of investments		24,663	15,755
Net cash inflow from investing activities		512	2,466
Financing activities
New issue of shares		5,432	–
Finance costs paid		(92)	(77)
Net cash inflow/(outflow) from financing activities		5,340	(77)
Increase in cash		5,785	2,303
Cash at beginning of the year		3,806	1,503
Cash at end of the year		9,591	3,806

Notes to the Financial Statements

for the year ended 30 April 2018

1 Accounting policies

The Company is a public limited company (PLC) incorporated in England and Wales, with registered office of 6th Floor, Paternoster House, 65 St Paul’s Churchyard, London, EC4M 8AB.

The principal accounting policies, all of which have been applied consistently throughout the year and in the preparation of the Financial Statements, are set out below:

Accounting convention

The financial statements are prepared on a going concern basis, under the historical cost convention, modified by the valuation of investments at fair value, in accordance with the Companies Act 2006, FRS102 ‘The Financial Reporting Standard applicable in the UK and Ireland’ and the Statement of Recommended Practice regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP”) issued November 2014 and updated in January 2017.

The Company’s financial statements are presented in sterling, being the functional and presentational currency of the Company. All values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.

Presentation of the Income Statement

In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

The critical judgement and key estimates, and assumptions, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to the valuation of the Company’s unquoted (Level 3) investments. 2.6% (2017: 1.6%) of the Company’s portfolio is comprised of unquoted investments. These are all valued in line with accounting policy for investments starting on the following page.

Going concern

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 and borrowing facilities, are satisfied that the Company has the resources to continue in business for 12 months from the date of approval of this report. 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 are recognised when the investments concerned are quoted ‘ex-dividend’. Where no ex-dividend date is quoted dividends are recognised when the Company’s right to receive payment is established.

Special dividends of a revenue nature are recognised through the revenue column of the Income Statement. Special dividends of a capital nature are recognised through the capital column of the Income Statement.

Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement except for transaction costs which are incidental to the acquisition or disposal of an investment, which are included within gains/ (losses) on investments and disclosed in note 8.

Foreign currency transactions

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 Statement of Financial Position date. Any gains or losses on the re-translation of assets or liabilities are taken to the revenue or capital column of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature.

Investments

Investments are measured initially, and at subsequent reporting dates, at fair value, and are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned.

For quoted securities fair value is either bid price or the closing price where the security is primarily traded via a trading service that provides an end of day closing auction with guaranteed liquidity to investors.

The valuation of unquoted securities is carried out in accordance with the International Private Equity and Venture Capital Association valuation guidelines. Unquoted securities are valued using either:

?    the last published net asset value of the security after adjustment for factors that the AIFM and Board believe would affect the amount of cash that the Company would receive if the security were realised as at the Statement of Financial Position date; or

?    the estimated, discounted cash distribution based on information provided by the Management, or Liquidators of the Company. The discount applied will take account of various factors, including expected timings of the cash flow and the level of certainty on the estimate.

Changes in fair value and gains or losses on disposal are included in the Income Statement as a capital item.

Cash

Cash comprises solely of cash at bank.

Bank Borrowing and Finance Costs

Bank borrowings are initially recognised at cost, being the fair value of the consideration received less issue costs where applicable. After initial recognition, bank borrowings are recognised at amortised cost using the effective interest rate method, with the interest expense recognised on an effective yield basis.

Taxation

The charge for taxation is based on net revenue for the year.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue as set out in note 6 to the financial statements. The standard rate of corporation tax is applied to taxable net revenue. Any adjustment resulting from relief for overseas tax is allocated to the revenue reserve.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more, or right to pay less, tax in future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company’s taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Deferred tax is measured without discounting and based on enacted tax rates. Due to the Company’s status as an investment trust, and the intention to meet the conditions required to obtain approval under Sections 1158 and 1159 of the Corporation Tax Act 2010 the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

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. The amounts within the Capital Reserve less unrealised gains (those on investments not readily convertible to cash) are available for distribution.

Revenue Reserve

The revenue reserve is distributable by way of dividends, when positive. While the reserve is negative no dividends can be distributed by way of dividend from this reserve.

Special Reserve

The special reserve arose following court approval in 2004 to cancel the share premium account. This reserve is distributable and was historically used to fund any share buy-backs by the Company.

Capital Redemption Reserve

This reserve arose when shares were bought back by the Company and subsequently cancelled at which point an amount equal to the par value of the shares was transferred from share capital to this reserve. This reserve is not distributable.

2 Income

	Year ended	Year ended
	30 April 2018	30 April 2017
	£’000	£’000
Income from investments
UK dividends	579	446
Unfranked dividend income	480	229
Property dividend income	87	–
Total income	1,146	675

3 Investment management fee

	Year ended 30 April 2018			Year ended 30 April 2017
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Investment Management fee	454	–	454	331	–	331

Further details on the investment management fee arrangements can be found in the Strategic Report.

4 Other expenses

	Year ended	Year ended
	30 April 2018	30 April 2017
	£’000	£’000
Management services	180	137
Auditor’s remuneration for:
Audit services	23	22
Directors’ remuneration*	106	92
Employers NIC on directors’ remuneration	8	5
Legal and professional fees	60	1
Broker fees	42	42
Other expenses	191	148
	610	447

*               See Directors’ Remuneration Report for analysis.

5 Finance costs

	Year ended 30 April 2018			Year ended 30 April 2017
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Finance costs payable	77	–	77	77	–	77

Relates to interest charged, commitment fees and arrangement fees on the revolving loan facility, details of which are disclosed in note 11.

6 Taxation

	Year ended 30 April 2018			Year ended 30 April 2017
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Corporation tax at 19.0% (2017: 19.9%)	–	–	–	–	–	–
Overseas taxation	12	–	12	–	–	–

The total tax charge for the year is lower (2017: lower) than the rate of corporation tax in the UK. The differences are explained below:

	Year ended 30 April 2018			Year ended 30 April 2017
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Return/(loss) on ordinary activities before taxation	5	6,882	6,887	(180)	16,936	16,756
Theoretical tax at UK corporation tax rate of 19.0% (2017: 19.9%)	1	1,308	1,309	(36)	3,374	3,338
Effects of:
– Non taxable dividends	(202)	–	(202)	(134)	–	(134)
– Overseas taxation	12	–	12	–	–	–
– Gains on investment and exchange losses on capital items	–	(1,308)	(1,308)	–	(3,374)	(3,374)
– Unrelieved expenses	201	–	201	170	–	170
Total tax charge for the year	12	–	12	–	–	–

Factors that may affect future tax charges

Based on current estimates and including the accumulation of net allowable losses, the Company has unrelieved losses of £7,870,000 (2017: £6,729,000) that are available to offset future taxable revenue. A deferred tax asset 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 Ordinary share

The Capital, Revenue and Total Return per Ordinary Share are based on the net (loss)/return shown in the Income Statement and the weighted average number of Ordinary shares in issue 26,018,987 (2017: 25,279,985).

8 Investments

	Year ended 30 April 2018 £’000	Year ended 30 April 2017 £’000
Investment portfolio summary
Opening book cost	48,952	47,263
Opening investment holding gains	15,203	2,152
	64,155	49,415
Analysis of investment portfolio movements
Opening valuation	64,155	49,415
Movements in the year:
Purchases at cost	24,359	13,282
Sales – proceeds	(24,681)	(15,485)
– gains on sales	9,805	3,892
(Decrease)/increase in investment holding gains	(2,882)	13,051
Valuation at 30 April	70,756	64,155
Cost at 30 April	58,435	48,952
Investment holding gains at 30 April	12,321	15,203
	70,756	64,155

A list of the portfolio holdings by their fair value is given in the Portfolio Valuation.

Transaction costs incidental to the acquisitions of investments totalled £95,629 (2017: £53,000) and disposals of investments totalled £21,340 (2017: £19,000) for the year. These are included in gains on investments in the Income Statement.

	Year ended 30 April 2018 £’000	Year ended 30 April 2017 £’000
Gains on disposal	9,805	3,892
Movement in investment holding gains	(2,882)	13,051
Gains on investments	6,923	16,943

Fair value hierarchy

FRS 102 requires financial companies to disclose the fair value hierarchy that classifies financial instruments measured at fair value at one of three levels based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

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.

The valuation techniques used by the Company are explained in the accounting policies. The table below sets out the Company’s fair value hierarchy measurements as at 30 April 2018 and 30 April 2017.

	30 April 2018	30 April 2017
	£’000	£’000
Level 1
Quoted equities	67,149	57,968
Preference shares	591	4,476
Total Level 1	67,740	62,444
Level 2
OEICs*	1,159	699
Level 3
Equities	1,857	1,012
Total	70,756	64,155

*               Open-ended investment companies

Level 2 financial assets include Invesco Perpetual Japan Fund (2017: Invesco Perpetual Japan Fund).

Level 3 financial assets include Eredene Capital, New City Energy, RENN Universal Growth and the Terra Catalyst Fund. (2017: Alternative Asset Opportunites, Eredene Capital and RENN Universal Growth Investment Trust). In addition to the above level 3 investments shown in the portfolio, the Company holds a number of other investments that are valued at nil.

Analysis of movements in Level 3 investments

	Year ended	Year ended
	30 April 2018	30 April 2017
	Level 3	Level 3
	£’000	£’000
Opening fair value of investments	1,012	1,002
Sale proceeds	(142)	(3,297)
Gain on disposal	142	806
Transfer from Level 1	274	3,277
Transfer to Level 1	-	(60)
Movement in investment holding gains	571	(716)
Closing fair value of investments	1,857	1,012

9 Significant interests

The Company had holdings of 3% or more of the voting rights attached to shares that are material in the context of the financial statements in the following investments:

	30 April 2018 % of voting rights
Security
Geiger Counter Subscription Shares	11.1%
Chelverton Growth Trust	11.0%
Geiger Counter Ordinary Shares	10.8%
Establishment Investment Trust	6.8%
Baker Steel Resources Trust	5.8%
Origo Partners Preference	5.7%
Auctus Growth	4.9%
EPE Special Opportunities	4.4%
India Capital Growth Fund	4.2%
Cambium Global Timberland	4.0%
Alpha Real Trust	3.8%
New Star Investment Trust	3.2%
Dunedin Enterprise Investment Trust	3.1%
Real Estate Investors	3.1%
Atlantis Japan Growth Fund	3.0%

10 Debtors

	30 April 2018	30 April 2017
	£’000	£’000
Dividends and interest receivable	155	70
Prepayments and other debtors	48	20
	203	90

11 Creditors: amounts falling due within one year

	30 April 2018	30 April 2017
	£’000	£’000
Bank borrowings	5,000	5,000
Amounts due to Brokers	230	–
Interest payable	5	3
Other creditors	131	171
	5,366	5,174

The bank loan with NatWest Markets Plc (previously The Royal Bank of Scotland) is a £9,000,000 revolving credit facility and bears interest at the rate of 0.9% over LIBOR on any drawn balance and 0.45% on any undrawn balance. The facility may be drawn in sterling or other 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 £25,000,000. 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 2018, the Company had drawn down £5,000,000 (2017: £5,000,000) under the facility. The facility is due for renewal on 31 January 2020.

12 Share capital

	30 April 2018	30 April 2017
	£’000	£’000
Allotted, called-up and fully paid: 27,204,985 (2017: 25,279,985) Ordinary shares of 1p each	272	252

No shares were bought back in the year and no shares were held in Treasury during the year or at the year end (2017: same). During the year the Company issued 1,925,000 (2017: nil) shares, raising £5,432,000 (2017: nil).

13 Net asset value per Ordinary share

The net asset value per Ordinary share is based on net assets at the year end as shown in the Statement of Financial Position of £75,184,000 (2017: £62,877,000) and 27,204,985 (2017: 25,279,985) Ordinary shares, being the number of Ordinary shares in issue at the year end.

14 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities

	30 April 2018	30 April 2017
	£’000	£’000
Return before finance costs and taxation	6,964	16,833
Adjustments for:
Gains on investments	(6,923)	(16,943)
Exchange losses on capital items	41	7
(Decrease)/increase in creditors	(36)	51
Increase in debtors	(113)	(34)
Net cash outflow from operating activities	(67)	(86)

15 Analysis of financial assets and liabilities

The Company’s financial instruments comprise investments, cash balances and debtors and creditors that arise from its operations.

The risk management policies and procedures outlined in this note have not changed substantially from the previous year.

The principal risks the Company faces in its portfolio management activities are:

?    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:

?    Other price risk – arising from fluctuations in the fair value of investments due to changes in market prices.

?    Currency risk – arising from the value of future transactions, and financial assets and liabilities denominated in foreign currencies fluctuating due to changes in currency rates;

?    Interest rate risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in interest rates; and

?    Liquidity risk – arising from any difficulties in meeting obligations associated with financial liabilities.

?    Credit risk – arising from financial loss for the Company where the other party to a financial instrument fails to discharge an obligation.

The AIFM monitors the financial risks affecting the Company on a daily basis. The Directors receive financial information on a quarterly basis which is used to identify and monitor risk.

The AIFM’s policies for managing these risks are summarised below and have been applied throughout the year:

Other Price Risk

Other price 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 AIFM 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 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 Investment 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 2018 is shown in the Portfolio Valuation.

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 the 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 2018, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £7,076,000 (2017: £6,412,000). 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.

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 four (2017: four) US dollar denominated investments with the sterling equivalent of £3,828,000 (2017: £5,816,000). The Company also held three (2017: two) investments with the sterling equivalent of £2,980,000 denominated in other currencies (2017: £1,456,000).

An analysis of the indirect geographical exposure is shown above.

The Investment Manager reviews the risks of adverse currency movements and where necessary may use derivatives to mitigate the risk of adverse currency movements, although none have been used to date.

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, whose fair value may be affected by movements in interest rates. Details of such holdings can be found in the Portfolio Valuation.

During the year, the Company had in place a revolving credit facility of £9,000,000 with NatWest Markets Plc (previously The Royal Bank of Scotland). The facility matured and was renewed in January 2018 at an interest rate of 0.9% over LIBOR on any drawn down balance and 0.45% on any undrawn balance. At 30 April 2018, the Company had drawn down £5,000,000 (2017: £5,000,000) 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 £50,000 (2017: £50,000). The amount of such borrowings and the approved levels are monitored and reviewed regularly by the Board.

The Company’s cash earns interest at a variable rate which is subject to fluctuations in interest rates. At the year end, the Company’s cash balances were £9,591,000 (2017: £3,806,000). The interest received in the year amounted to nil (2017: nil).

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities as they fall due. The Investment Manager does not invest in unquoted securities on behalf of the Company. However, the investments held by the Company may include UK AIM quoted and NEX quoted companies which can have limited liquidity. Short-term flexibility is achieved through the use of bank borrowings. Liquidity risk is mitigated by the fact that the Company has £9,591,000 (2017: £3,806,000) 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.

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its obligations.

The risk is minimised by using only approved and reputable counterparties with the main counterparty being the Company’s Depositary. Under the AIFMD the Depositary is liable for the loss of any financial asset held by it or its delegates and in accordance within its agreement with the Company is required to segregate such assets from its own assets.

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 to or greater than £25,000,000.

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.

	30 April 2018	30 April 2017
	£’000	£’000
The Company’s capital at 30 April comprised:
Debt
Revolving bank credit facility drawndown	5,000	5,000
Equity
Equity share capital	272	252
Retained earnings and other reserves	74,912	62,625
	75,184	62,877
Debt as a percentage of net assets	6.7%	8.0%

Gearing

Gearing amplifies the impact of gains or losses 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.

16 Related Parties

The following are considered to be related parties:

?    The Directors of the Company

Details of the remuneration of all Directors can be found in note 4 and in the Directors Remuneration Report.

Hugh van Cutsem is a founding partner of Kepler Partners LLP, a firm that undertakes fund research on behalf of Miton Global Opportunities plc for a fee of £12,500 per annum. No amounts were due to Kepler Partners LLP at the year-end (2017: nil).

17 Transactions with Management

?    Miton Trust Managers Limited (the ‘AIFM’) and Miton Asset Management Limited (the ‘Investment Manager’) are considered related parties under the Listing Rules.

Details of the IMA with the AIFM and the Delegation Agreement with the Investment Manager are set out in the Strategic Report and also in note 3.

Further Information

Shareholder Information

Share Dealing

Shares can be traded through your usual stockbroker or other authorised intermediary. The Company’s Ordinary shares are traded on the main market of the London Stock Exchange. The Company’s shares are fully qualifying investments for Individual Savings Accounts (“ISAs”).

Share Register Enquiries

The register for the Ordinary shares is maintained by Link Asset Services. In the event of queries regarding your holding, please contact the Registrar on 0871 664 0300 ([phone] from overseas) (Calls cost 12p per minute plus your phone company’s access charge and may be recorded for training purposes. Calls outside the UK will be charged at the applicable international rate. Lines are open between 09.00 and 17.30 Monday to Friday excluding public holidays in England and Wales) or email: [e-mail]. Changes of name and/or address must be notified in writing to the Registrar: Shareholder Services, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU of via the shareholder portal at www.signalshares.com.

Share Capital and Net Asset Value Information

Ordinary 1p shares          27,204,985 at 30 April 2018

SEDOL number               3436594

ISIN number                    GB0034365949

Bloomberg symbol           MIGO

The Company releases its net asset value per Ordinary share to the London Stock Exchange daily.

Share Prices

The mid-market prices are quoted daily in the Financial Times under ‘Investment Companies’.

Financial Calendar

Company’s year end	30 April	Company’s half-year end	31 October
Annual results announced	June/July	Half-Yearly results announced	December
Annual General Meeting	September/October

Annual and Half-Yearly Reports

Copies of the Annual and Half-Yearly Reports are available from the Company Secretary on 0203 008 4910 and are available on the Company’s website, www.mitongroup.com/private/fund/miton-global-opportunities-plc.

AIFM: Miton Trust Managers Limited

The Company’s AIFM is Miton Trust Managers Limited, a wholly owned subsidiary of Miton Group plc. Miton Group plc is listed on the AIM market for smaller and growing companies.

Investor updates in the form of monthly factsheets are available from the Company’s website, www.mitongroup.com/private/fund/miton-global-opportunities-plc.

Association of Investment Companies

The Company is a member of the Association of Investment Companies.

Legal Entity Identifier

21380075RRMI7D4NQS20.

AIFMD Disclosures (unaudited)

The Company’s AIFM is Miton Trust Managers Limited.

The AIFMD requires certain information to be made available to investors in Alternative Investment Funds (“AIFs”) before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. Those disclosures that are required to be made pre-investment are included within a Pre-Investor Information Document (“PIID”) which can be found on the Company’s website www.mitongroup.com/private/fund/miton-global-opportunities-plc.

All authorised AIFMs are required to comply with the AIFMD Remuneration Code.

Remuneration

Miton Trust Managers Limited (the “Firm”) is required in this Annual Report to make certain disclosures in respect of remuneration paid to its staff. The following disclosures are made in line with the Firm’s interpretation of currently available regulatory guidance on remuneration disclosures.

The total amount of remuneration paid (or to be paid) by the Firm to its staff in respect of the financial year ended 31 December 2017 has been attributed (using an objective apportionment methodology) to Miton Global Opportunities plc for which the Firm acts as the alternative investment fund manager. The amount of the total remuneration paid (or to be paid) by the Firm to its staff which has been attributed to Miton Global Opportunities plc in respect of the financial year ended 31 December 2017 is £208,940. This figure is comprised of fixed remuneration of £137,545 and variable remuneration of £71,395.

There were a total of seven beneficiaries of the remuneration described above.

The amount of the aggregate remuneration paid (or to be paid) by the Firm to its senior management which has been attributed to Miton Global Opportunities plc in respect of the financial year ended 31 December 2017 was £208,940. The Firm delegates investment management activity to Miton Asset Management Limited and therefore there are no members of staff whose actions have a material impact on the risk profile of Miton Global Opportunities plc.

Remuneration Policy of the Firm

The Firm is authorised and regulated by the UK Financial Conduct Authority (“FCA”) as an Alternative Investment Fund Manager (“AIFM”) and as such must comply with the rules contained in the FCA’s AIFM Remuneration Code within SYSC 19B in a manner that is appropriate to its size, internal organisation and the nature, scope and complexities of its activities.

Staff included in the aggregated figures disclosed above are rewarded in line with the Firm’s remuneration policy (the “Remuneration Policy”) which is determined and implemented by the Remuneration Committee (comprising senior executives and non-executives of Miton Group plc) and is subject to independent review. The Remuneration Policy reflects the Firm’s ethos of good governance and encapsulates the following principal objectives:

?    to provide a clear link between remuneration and performance of the Firm and to avoid rewarding for failure;

?    to promote sound and effective risk management consistent with the risk profiles of the Alternative Investment Funds (“Funds”) managed by the Firm; and

?    to remunerate staff in line with the business strategy, objectives, values and interests of the Firm and the Funds managed by the Firm in a manner that avoids conflicts of interest.

The Firm assesses performance for the purposes of determining payments in respect of performance-related remuneration by reference to a broad range of measures including (i) individual performance (using financial and non-financial criteria), (ii) performance of the business unit or relevant Fund for which the individual provides services and (iii) the overall performance of the Firm. Assessment of performance is set within a multi-year framework, reflecting the cycles of the relevant Fund, to ensure the process is based on longer-term performance and spread over time.

The elements of remuneration are balanced between fixed and variable and the management function sets fixed salaries at a level sufficient to ensure that variable remuneration incentivises and rewards strong performance but does not encourage excessive risk taking.

The Firm operates a discretionary bonus scheme. The Firm is entitled to disapply the requirements of SYSC 19B in relation to deferral and payment of remuneration in instruments, therefore, due to the Firm’s size, internal organisation and the nature, scope and complexities of its activities the Firm does not currently operate deferral of remuneration.

Mechanisms are in place to ensure that remuneration does not reward failure, whether on the early termination of a contract or otherwise.

No individual is involved in setting his or her own remuneration.

Leverage

For the purposes of the AIFMD, leverage is any method which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company’s exposure and its net asset value and is calculated under the Gross and Commitment Methods, in accordance with AIFMD. Under the Gross Method, exposure represents the sum of the Company’s positions without taking account of any netting or hedging arrangements. Under the Commitment Method, exposure is calculated after certain hedging and netting positions are offset against each other. Under both methods, 100% would equate to no leverage.

The Company is required to state its maximum and actual leverage levels, calculated as prescribed by the AIFMD as at 30 April 2018. This gives the following figures:

Leverage exposure	Gross Method	Commitment Method
Maximum limit	200%	200%
Actual level	106.7%	106.7%

Source: Miton Trust Managers Limited

Glossary

Adjusted Market Capitalisation

The average of the mid market prices for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange on each business day in the relevant calendar month multiplied by the number of Ordinary Shares in issue on the last business day of the relevant calendar month, adjusted by adding the amount per Ordinary Share of all dividends declared in respect of which Ordinary Shares have gone “ex div” in the relevant calendar month, excluding any Ordinary Shares held in treasury.

AIFMD

The Alternative Investment Fund Managers Directive (the ‘Directive’) is a European Union Directive that came into force on 22 July 2013. The Directive regulates EU fund managers that manage alternative investment funds (this includes investment trusts).

AIFM

The Alternative Investment Fund Manager of the Company is Miton Trust Managers Limited.

Discount/Premium

If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, the shares are said to be trading at a premium.

Gearing

Gearing amplifies the impact of gains or losses 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.

Gearing is calculated in accordance with guidance from the AIC as follows:

The amount of borrowings as a proportion of net assets, expressed as a percentage.

Leverage

Leverage is defined in the AIFMD as any method by which the AIFM increases the exposure of an AIF. In addition to the gearing limit the Company also has to comply with the AIFMD leverage requirements. This limit is expressed as a % with 100% representing no leverage or gearing in the Company. There are two methods of calculating leverage as follows:

The Gross Method is calculated as total exposure divided by Shareholders’ Funds. Total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing.

The Commitment Method is calculated as total exposure divided by Shareholders Funds. In this instance total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing adjusted for netting and hedging arrangements.

Net Asset Value (“NAV”)

The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets, at current market value, having deducted all liabilities and prior charges at their par value (or at their asset value).

Ongoing Charges

As recommended by the AIC in its guidance updated in October 2015, Ongoing Charges are the Company’s annualised revenue and capitalised expenses (excluding finance costs and certain non-recurring items) expressed as a percentage of the average monthly net assets of the Company during the year.

	Year ended	Year ended
	30 April 2018	30 April 2017
	£’000	£’000
Total expenses from note 3 and note 4	1,064	778
Less non recurring expenses	(49)	–
Total ongoing charges	1,015	778
Average net assets	70,107	54,526
Ongoing charges	1.4%	1.4%

The Ongoing Charges % reflects the costs incurred directly by the Company which are associated with the management of a static investment portfolio. Consistent with the AIC guidance, the Ongoing Charges % excludes non-recurring items. In addition, the NAV performance also includes the costs incurred directly or indirectly in investments that are managed by external fund managers. Many of these managers net these costs off within their valuations, and therefore they form part of the Company’s investment return, and it is not practical to calculate an Ongoing Charges % from the information they provide.

Total Return

The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between trusts with different dividend policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the trust at the time the shares go ex-dividend (the share price total return) or in the assets of the trust at its NAV per share (the NAV total return). As the Company does not currently pay dividends the NAV and share price total return are calculated by taking the increase in the NAV or share price during the relevant period and dividing by the opening NAV or share price.

Volatility

Volatility is related to the degree to which prices differ from their mean (the standard deviation). Volatility is calculated by taking the daily closing prices over the relevant year and calculating the standard deviation of those prices. The daily standard deviation is then multiplied by an annualisation factor being the square root of the number of the trading days in the year.

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the fourteenth ANNUAL GENERAL MEETING of Miton Global Opportunities plc will be held on Friday, 5 October 2018 at 12.00 noon at 25 Southampton Buildings, London WC2A 1AL for the following purposes:

Resolutions 1 to 10 (inclusive) are proposed as Ordinary Resolutions and Resolutions 11 to 13 (inclusive) are proposed as Special Resolutions.

		Resolution on Form of Proxy
Ordinary business
1	To receive and accept the Strategic Report, Report of the Directors and Auditor’s Report and the audited financial statements for the year ended 30 April 2018.	Resolution 1
2	To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2018.	Resolution 2
3	To approve the Directors’ Remuneration Policy.	Resolution 3
4	To re-elect Mr Phillips as a Director of the Company.	Resolution 4
5	To re-elect Mr van Cutsem as a Director of the Company.	Resolution 5
6	To elect Ms Thomson as a Director of the Company.	Resolution 6
7	To elect Mr Davidson as a Director of the Company.	Resolution 7
8	To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company.	Resolution 8
9	To authorise the Audit Committee to determine the Auditor’s remuneration.	Resolution 9
Special business
10	THAT the Directors of the Company be and are hereby generally and unconditionally authorised (in substitution for any authorities previously granted to the Directors to the extent unused) pursuant to Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £91,266 (representing approximately one-third of the issued share capital (excluding treasury shares) as at the date of this notice) during the period commencing on the passing of this Resolution and expiring (unless previously revoked, varied, renewed or extended by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2019 (the “Section 551 period”), but so that the Directors may, at any time prior to the expiry of the Section 551 period, make offers or agreements which would or might require shares to be allotted or Rights to be granted after the expiry of the Section 551 period and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the authority conferred by this Resolution had not expired.	Resolution 10
11	THAT in substitution for any existing power under Section 570 of the Companies Act 2006 (the “Act”), but without prejudice to the exercise of any such power prior to the date of this Resolution, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash, pursuant to the authority under Section 551 of the Act conferred on the Directors by Resolution 10 above as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £27,379, at a price per share not less than the net asset value per share, such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2019, unless previously revoked, varied or renewed by the Company in General Meeting, save that the Company may, at any time prior to the expiry of such power, make an offer to enter into an agreement which would or might require equity securities or relevant shares to be allotted or sold after the expiry of such power and the Directors may allot equity securities or sell relevant shares in pursuance of such an offer or agreement as if such power had not expired.	Resolution 11
12	THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the “Act”) to make purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1p each in the capital of the Company (‘Ordinary shares’) for cancellation or for placing into Treasury provided that: (a)  the maximum number of Ordinary shares authorised to be acquired shall be 4,104,259 (or, if less, 14.99% of the Ordinary shares in issue immediately following the passing of this Resolution); (b)  the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1p; (c)  the maximum price (exclusive of expenses) which may be paid for each Ordinary share, shall not be more than the higher of: (i) an amount equal to 105% of the average of the middle market quotations of Ordinary shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the contract of purchase is made; and (ii) the higher of the price of the last independent trade in the Ordinary shares and the highest then current bid for the Ordinary shares on the London Stock Exchange’s market for larger established companies; (d)  this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this Resolution is passed; (e)  the Company may make a contract of purchase for Ordinary shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration; and (f)   any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in Treasury and if held in Treasury may be resold from Treasury or cancelled at the discretion of the Directors.	Resolution 12
13	THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.	Resolution 13

By order of the Board

Frostrow Capital LLP, Company Secretary
Miton Global Opportunities plc

Registered Office: Paternoster House, 65 St Paul’s Churchyard, London EC4M 8AB

28 June 2018

Explanatory notes to the Notice of Meeting

As a shareholder, you have the right to attend, speak and vote at the forthcoming Annual General Meeting or at any adjournment(s) thereof. In order to exercise all or any of these rights you should read the following explanatory notes to the business of the Annual General Meeting.

Note 1:	To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast) members must be entered on the Company’s register of members at the close of business on 3 October 2018 (or in the event that the meeting is adjourned, only those shareholders registered on the Register of Members of the Company as at the close of business on the day which is 48 hours prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Note 2:	A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed they must not be appointed in respect of the same shares. To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each appointment. You may photocopy the proxy form. Each proxy form must state clearly the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope. To be effective, the enclosed personalised form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company’s Registrar, Link Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF not later than 48 hours before the time of the meeting, 12 noon on 3 October 2018. You may also submit your Form of Proxy electronically using the Share Portal Service atwww.signalshares.com. If you have not already registered for Signal Shares, you will need your Investor Code. Once registered, you will immediately be able to vote. Your vote should be submitted no later than 12 noon on 3 October 2018. The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Ordinary share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Company in writing. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register. Any question relevant to the business of the Annual General Meeting may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office.
Note 3:	A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
Note 4:	A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
Note 5:	The statements of the rights of members in relation to the appointment of proxies in Notes 1 and 2 above do not apply to a Nominated Person. The rights described in those Notes can only be exercised by registered members of the Company.
Note 6:	As at 27 June 2018 (being the last business day prior to the publication of this notice) the Company’s issued share capital and total voting rights amounted to 27,379,985 Ordinary shares carrying one vote each.
Note 7:	A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares: a)   if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; b)   if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
Note 8:	Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s financial statements (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
Note 9:	In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if: a)   to do so would: (i)   interfere unduly with the preparation for the meeting, or (ii)   involve the disclosure of confidential information; b)   the answer has already been given on a website in the form of an answer to a question; or c)   it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Note 10:	CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company’s agent ID RA10 by the latest time for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Note 11:	The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice, will be available on the Company’s website: www.mitongroup.com/private/fund/miton-global-opportunities-plc.
Note 12:	None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting.

Frostrow Capital LLP

Company Secretary

28 June 2018

ANNOUNCEMENT ENDS