Annual Financial Report
Miton Global Opportunities plc
Annual Report
for the year ended 30 April 2021
Miton Global Opportunities plc (the “Company”) today announces
Results for the year ended 30 April 2021
The financial information set out below does not constitute the Company’ statutory accounts for the years ended 30 April 2021 or 2020, but is derived from those accounts. Statutory accounts for 2020 have been delivered to the Registrar of Companies, and those for 2021 will be delivered in due course.
The Auditor has reported on those accounts; their reports were (1) unqualified; (2) did not include any reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (3) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Financial Highlights
| 30 April 2021 | 30 April 2020 | % change | |
| Net asset value per Ordinary share | 345.9p | 223.1p | 55.0% |
| Share price | 346.0p | 214.0p | 61.7% |
| Premium/(discount)* | 0.0% | (4.1%) | |
| Total net assets | 93.1m | 62.6m | 48.7% |
| Net asset value volatility* | 7.5% | 8.3% | |
| Gearing* | 2.1% | 0.0% | |
| Ongoing charges* | 1.3% | 1.3% |
* Alternative Performance Measure, see Glossary.
For commentary in respect of the above figures and Company’s performance during the year please see the Chairman’s Statement, the Manager’s Report and the overview of the key performance indicators.
Total Return Performance to 30 April 2021
| 1 Year | 3 Years | 5 Years | Since launch** | |
| Net asset value* | 55.0% | 25.1% | 89.6% | 255.4% |
| Share price* | 61.7% | 26.7% | 110.6% | 237.6% |
| 3-month SONIA +2% | 2.1% | 7.5% | 12.6% | 86.1% |
* Alternative Performance Measure, see Glossary.
** 6 April 2004.
Source: Morningstar.
Chairman’s Statement
Introduction
I am pleased to present the Annual Report for Miton Global Opportunities plc (“MIGO” or the “Company”) covering the year ended 30 April 2021, a year marked by the global Covid-19 pandemic and the, perhaps surprising, strength in equities that followed central bank and government responses.
Performance
After markets fell world-wide in Q1 2020, the Company’s share price reached its lowest point during the pandemic on 23 March 2020, just before the start of the year under review. Over the following 12 months, recovering markets, monetary stimulus, vaccination programmes and the beginnings of a market rotation towards value all contributed to a strong recovery of the Company’s net asset value per share (“NAV”) and share price.
During the year under review, your Company’s NAV rose to 345.9p (2020: 223.1p), a total return of +55.0% (2020: loss of 19.0%). The Company’s share price ended the year at 346.0p (2020: 214.0p), giving a total share price return of +61.7% (2020: loss of 22.6%). Indeed, during the year ended 30 April 2021, the Company’s NAV and share price performances were the strongest of all financial years since inception (source: Thomson Reuters Datastream). The total return performance chart below gives a longer-term picture, showing the NAV return per share over 5 years as +89.6% and the share price return over the same period as +110.6%.
We believe the strategy of the Company is best measured against a “cash plus” benchmark, accordingly 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. Over the year, the Company’s formal cash benchmark, 3-month SONIA +2%, rose by +2.1% (2020: +2.6%).
Our Investment Managers, Nick Greenwood and Charlotte Cuthbertson, provide a comprehensive appraisal of the performance of, and developments within, your portfolio during the year under review and since 30 April 2021 in their report. During the year the principal drivers of performance were Mining, Vietnam and UK-Micro Cap investment trusts. The main detractors were Atlantis Japan Growth and Life Settlement Assets.
Investment Policy
Shareholders should note that a very minor change was made to how the wording of the investment policy is set out in order to make it easier to understand. No changes were made to the way the Company’s money is invested and the whole text of the investment policy can be found in the Business Review section.
Gearing
During the year, given the opportunities that the Managers saw emerging at lower prices, the Company drew down £2.0 million from the £9.0 million loan facility with the Royal Bank of Scotland. This debt capital enhanced what had been a net cash position at the start of the year, to mean the Managers were net buyers after the market lows.
At the financial year end, the gearing position remained at £2.0 million.
Share issues and share buy backs
At the year-end, the Company’s shares traded at par to net asset value per share, having traded at a 4.1% discount at the 2020 year-end. In comparison, the unweighted average discount across the whole investment companies universe* was -8.2% and -16.0% respectively at those dates (source: Numis Securities Limited).
During the year 1,125,000 shares were repurchased in order to restrict any undue widening in the Company’s share price discount to NAV per share. While the Company does not target any particular share price or discount level for buybacks, the buybacks conducted during the year were at an average 4.9% discount. As at the date of this report, the discount stands at 1.0% and no further shares have been repurchased. The Board is unanimous in its support of the buyback policy to keep discount volatility to a minimum and is firmly of the view that buying in at a double discount (MIGO shares’ discount to NAV and the unweighted average discount to NAV of the underlying holdings – currently 22.7%) is accretive to shareholders. No shares were issued during the year.
* The full investment companies universe as defined by Numis Securities Research including both equities and alternative asset investment companies.
Dividend
The Board has not recommended a dividend this year and does not expect to do so in the future unless the need arises in order to maintain investment trust status.
The Board
There were no changes to the Board during the year. In line with best Corporate Governance practice, an annual review of the effectiveness of the Board and its Committees was again performed. The Board also pays close attention to the capacity of individual directors to carry out their work on behalf of the Company. To this end, all proposed external appointments are submitted to the Board for scrutiny and approval.
In accordance with our policy of all Directors standing for re-election annually, you will find the appropriate resolutions in the Notice of the AGM. In recommending individual Directors to shareholders for re-election, we considered their other Board positions and their time commitments and are satisfied that each Director has the capacity to be fully engaged with the Company’s business. The Directors welcome dialogue with shareholders and we all hope that we will be able to enjoy renewed interaction during the current financial year.
Management Teams and Service Providers
During an exceptional year, the Board has kept in close contact with the Investment Managers, company secretary, administration and distribution teams, as organisational changes were implemented to reflect the new working environment. Throughout the year the Board received regular performance and compliance updates and confirmations that the day-to-day business of the Company continued to run efficiently despite restrictions imposed by the pandemic.
I would like to thank all our service providers for maintaining their professionalism during this challenging year and taking steps to ensure the safety of all employees through alternative working conditions.
I would also like to welcome Computershare Investor Services PLC (“Computershare”) as the Company’s new Registrar. Following a benchmarking exercise and a detailed review of services offered by various registrars, Computershare was appointed with effect from 12 April 2021.
Annual General Meeting
The Annual General Meeting (“AGM”) of the Company this year will be held on Wednesday, 6 October 2021 at 12 noon. At the time of writing, it is very much hoped that it will be possible to hold the AGM at 25 Southampton Buildings, London WC2A 1AL and welcome shareholders to the meeting. The notice convening the AGM can be found at the end of this document together with an explanation of all resolutions.
Similar to last year, the Board will keep the impact of the Covid-19 pandemic under review and might make changes to the AGM arrangements should infection levels or new government restrictions so demand. Any changes to the AGM arrangements will be communicated on the Company’s website, www.migoplc.co.uk.
Articles of Association (“Articles”)
Shareholders will note in the Notice of AGM that the Board is proposing changes to the Company’s Articles of Association to enable the Directors to determine the time and place of general meetings and the manner in which they are conducted, including the ability to hold partial or completely digital meetings. The amendments are being sought in response to challenges posed by the UK Government’s restrictions on social interactions as a result of the Covid-19 pandemic, which have made it difficult or impossible for shareholders to attend physical meetings, and the resultant increase in use of remote working technology. The proposed key changes to the Articles and their effects are described in detail in the Report of the Directors.
The Board hopes that shareholders understand why those changes are considered necessary and agree that attendance at an AGM partly or completely via digital means is preferable to being forced to hold reduced meetings with extremely limited attendance to guarantee everyone’s safety. Of course, the Board still prefers to meet with shareholders in person and will only use the power proposed in the changes to the Articles to hold entirely digital meetings in the event of a further surge of Covid-19 infections or another emergency.
In addition to amending the provisions of the Articles of Association relating to meetings, certain other technical amendments have been made so that the Articles of Association conform to other applicable legislation and current best practice, in particular, changes have been made to provisions designed to enable the Company to comply with its obligations under various tax reporting requirements. Details of the changes are set out in the Report of the Directors.
The proposed new Articles (marked to show the proposed changes) will be available for inspection on the Company’s website, www.migoplc.co.uk and at the Company’s registered office and will also be available for inspection at the AGM. Should it be impossible to view the proposed new Articles at the registered office then an electronic copy can also be requested from the Company Secretary by writing to info@frostrow.com.
Realisation Opportunity 2021
As noted above, the Company’s recent share price and NAV total returns have been excellent and the shares are trading close to NAV. Furthermore, as explained in their report, our Investment Managers believe the Company’s investment case remains highly compelling.
Despite this very positive backdrop, the Board will shortly again be offering shareholders the Company’s three-yearly opportunity to realise their shares for cash at a small discount to NAV as required by our Articles. The Directors and Investment Managers do not intend to realise their shares and we highlight that, based on the current share price and NAV, shareholders wishing to realise their holding would be able to sell on the stock market at a higher price than is expected to be offered in the realisation opportunity.
The Company intends to publish a circular explaining the process during August.
Outlook
With the emergence of several vaccines against Covid-19 we have seen a normalisation and strong rebound of markets world-wide after the lows of 2020. Signs had already been cautiously positive at the end of 2020 and your investment portfolio has proved to be resilient throughout the year under review.
Change within our sector continues to accelerate and the ongoing consolidation of wealth managers is continuing to lead to changes in investment company shareholder registers. In addition, with interest rates still at historic comparatively low levels, the attractiveness of alternative assets in the investment company sector has increased further with the closed-ended structure remaining the best way to gain exposure to such assets.
In addition, the opportunistic style of the Managers in searching for future themes at current discounts should reap even stronger rewards if equity markets continue their current tilt to being driven by a Value style rather than the Growth style of the last few years.
The Company continues to be on a strong footing and your Board believes that the long-term investor will be well rewarded.
Richard Davidson
Chairman
19 July 2021
Investment Manager’s Report
Performance
The period under review was a tumultuous one. The stock market fell sharply in March 2020 but rallied strongly during the year despite the Covid-19 pandemic sweeping through the world. Given the comprehensive discussions of the events since the global pandemic struck, we will not repeat them at length other than to reflect that the scale of emergency policies unleashed by the authorities was comparable to those last seen during World War II and in those circumstances, we believed that it made sense for us to be fully invested. Our view was that once the crisis had passed that the combination of a recovering economy and vast government support would create sugar rush conditions. It was far from a relaxing period, but our strategy turned out to be the right one and led to a very profitable period for MIGO.
As we entered our financial year, many trusts were trading on significant discounts. The overriding cause was that the wholesalers of trust shares slashed share prices in order to make them unpalatable to sellers and to avoid being left with unwanted inventory. Conversely, they were not prepared to sell more than a very modest number of shares at those depressed levels. Therefore, it took a significant number of individual small trades to build our market exposure.
Evolution of the Sector
We have discussed the continued evolution of the investment trust sector in the past. Not that many years ago, the closed-ended world was dominated by equity funds. The sector is now increasingly a home for alternative asset classes such as Property, Private Equity and Shipping. These are difficult to access via open-ended funds given the mismatch between the liquidity available to the fund manager and the daily liquidity offered to open-ended fund investors. The range of industries that investors can gain exposure to via investment companies continues to expand. Recent proposals include digital infrastructure, hydrogen and space technology. Investing in closed-ended funds enables MIGO to build a highly diversified portfolio in contrast to investors only using open-ended funds.
A recent regulatory requirement for some investors including wealth managers and funds of funds has been to include within their product literature costs relating to trusts they own in client portfolios. This is in addition to their own charges, and this development has created pricing anomalies. There is concern about the methodology employed to calculate these costs. The Association of Investment Companies’ paper on the subject was entitled “Burn before reading”. The legislation makes investment trusts look expensive especially compared to open-ended funds which will not be compelled to comply with these regulations for another five years. This has triggered structural selling of trusts particularly in sectors such as private equity that have been particularly harshly treated. An overhang of unwanted shares has developed as shareholders sell to reduce the figure that they need to declare. This explains why some trusts have drifted to wide discounts at a time when their portfolio performance has been exceptionally strong. We have built positions in afflicted trusts such as Oakley Capital and NB Private Equity in anticipation of further net asset value growth. We expect that the glut of available shares will eventually find new owners allowing the discount to narrow at a time when these trusts’ net asset values continue to rise.
Portfolio Strategy
Our exposure to mining generated a useful contribution to performance. Investors have been attracted to the sector for two reasons. Firstly, it is a prime beneficiary of the vast fiscal and monetary stimulus injected into the global financial system which has caused accelerated demand for commodities. Secondly, they recognise that the electrification of the world will boost demand for some metals such as copper and silver. Fears over inflation have also created a tailwind with investors looking for inflation hedges. Historically commodities can maintain their real value during inflationary periods. Exposure to CQS NaturalResources provided access to smaller miners whose shares rallied particularly hard. Whilst Baker Steel enjoyed a profitable year, some potential disposals were delayed by the pandemic. This trust uses its intellectual capital to develop promising mineral deposits to the stage where feasibility studies are complete and required permissions are in place. At this point the build out of the mine can commence. Given its small size, Baker Steel usually sells to a multinational and the project is monetised. Since Covid-19 struck, conducting due diligence has been challenging. Many of the geologists who carry out this work are Australian, who would have had to enter quarantine for extended periods if they had persisted with their normal schedule. In the circumstances, Baker Steel may benefit from a bulge in projects reaching maturity this year.
Our basket of UK micro cap investment trusts performed well. In the aftermath of the Woodford crisis, these minnows became friendless as institutions eschewed less liquid stocks. Small investment trusts specialising in this area became overlooked and unloved. Their shares languished on wide discounts. Depressed market prices allowed investors to gain exposure to healthy businesses at unrealistically low valuations on a lookthrough basis. This year’s sharp recovery in equities has been particularly noticeable in the small cap arena which has attracted buying interest; post the year end we have regularly been bid for our holdings and we have top sliced in response.
The standout performer within the micro cap basket was River & Mercantile UK Micro Cap. This holding provides a useful illustration of investment opportunities that are attractive on two levels. In addition to the top down investment case for micro caps, there was also a special situation element. The market seemed to ignore this trust’s unusual capital structure. In order to stay small and flexible within an environment where trading is difficult, surplus capital in excess of £100 million is returned to shareholders at around net asset value. Therefore, should our view on the sector be proved correct, then it was inevitable that some of our shares would be redeemed at a much narrower discount than we acquired them on. Other examples where we are looking for an investment to be firing on two cylinders in this way include Vietnam Opportunities and ThirdPoint Investors.
We believe that multinationals will increasingly seek to diversify their supply lines and manufacturing operations by locating in Vietnam. The catalyst for this is the disruption caused by Covid-19 and deteriorating relations between China and the United States. This explains why Vietnam was amongst a very small number of countries that generated positive gross domestic product growth last year. We think this view will steadily gain greater acceptance and will lead to greater demand for shares in specialist Vietnamese investment trusts. These trade at wide discounts despite the positive outlook. In the early noughties Vietnam was an incredibly popular investment destination and these investment trusts raised vast amounts of capital, swamping demand for Vietnamese equity funds. The two trusts we own are FTSE 250 index constituents in their own right. Both boards recognise that the markets are oversupplied and are pragmatically buying back stock. Increasing demand combined with fewer shares in issue will at some point trigger a rapidly narrowing discount.
Third Point Investors is a UK closed-ended feeder into the eponymous Wall Street hedge fund. We were attracted to this turnaround situation when founder Dan Loeb returned to retake the reins post poor performance during the Covid-19 inspired sell off. At that time, the shares traded close to a 30% discount. This situation has attracted an activist intent on narrowing the discount.
Inevitably there were a couple of laggards albeit one with a silver lining. Real Estate Investors is a generalist Birmingham property trust that suffered given that it has some exposure to retail. Nevertheless given the high yield generated by the portfolio, last year’s return remained positive on a total return basis.
Life Settlement Assets owns a portfolio of second-hand life policies that mature when the original policyholder passes away. Counterintuitively the rate of maturities declined sharply during Covid-19.
Winners and Losers
There were a number of new entries and departures to and from the portfolio. In July, we took our final profits from Biotech Growth. This position was acquired during the fourth quarter of 2018 at a point when the healthcare sector was friendless. During the period of our ownership, the status of biotechnology has moved from pariah to potential saviour from the pandemic given the progress in vaccine technology. The sharp rise in the NAV combined with a narrowing of the discount meant that the position in Biotech Growth proved to be a highly successful investment. It also highlights that most investment trusts will spend time out of favour at some point and that MIGO’s returns are strongest when sectors are moving in and out of favour.
Augmentum Fintech was another trust that exited the portfolio. Usually, we identify catalysts for narrowing discounts that are perhaps 18 months or 2 years into the future that the market has yet to focus on, but we also find opportunities that are more short term. Augmentum fell to a discount after its holding in Zopa struggled to get a banking licence. We took the view that this would be a short-term setback and the managers would be able to resolve the situation and that there were several other interesting businesses in the portfolio. The shares duly re-bounded and we sold out close to net asset value in December.
We built a toehold position in Schroder UK PublicPrivate, the new incarnation of the former Woodford Patient Capital Trust. We were unsure why the Schroder team had decided to take on what seemed to us a poisoned chalice especially given the extremely high leverage. The sale of Kymab transformed the outlook for the trust. The capital inflow allowed the managers to become masters of their own destiny. The debt was paid down leaving them in a position to rearrange the portfolio, make some new investments and back further funding rounds for existing companies. We have held several meetings with the team and are reassured by the depth of resources committed, improved corporate governance and more transparent disclosures.
We also started a position in UK small company specialist Strategic Equity Capital. An overhaul of the management arrangements led to the appointment of the well regarded Ken Wooton. This represents a situation where a trust trades at a discount reflecting the track record of the vehicle rather than that of the manager. A classic arbitrage between perception and reality.
Outlook
The pandemic has meant that we have not been undertaking our usual tours of the country updating investors. Whilst this activity continued via Zoom and webinars, we look forward to seeing people face to face again before long. Many existing trends have been accelerated by the arrival of Covid-19. Increased interest in investment trusts by self-directed investors in lockdown with their portfolios is one, therefore, we have increased our lines of communication with retail investors. We now have a series of podcasts on our website, and have written articles and advertorials for the periodicals. There is a clear increase in the number of MIGO shares owned by the investment platforms such as Hargreaves Lansdown and AJ Bell most commonly used by private investors.
Environmental, Social and Governance concerns, including Climate Change, are an ever-growing part of investment. We have always worked with managers and boards to ensure the highest levels of governance as this is of paramount importance in order to protect shareholders. There are several examples over the past year where we engaged with boards such as lobbying for increased buybacks and changing the capital structure of one of our investee trusts. We are also seeing an increase in focus from our underlying holdings on environmental and social concerns. Many trusts, especially in areas such a property, where they have to deal with increasing environment legislation are already working hard to improve their credentials. We are very aware that trusts perceived to be falling behind in ESG will be harshly treated by investors and so this makes up part of our risk assessment when considering investments.
Looking forward we are hopeful that vaccine rollouts significantly reduce the challenges of the Covid-19 pandemic. We are concerned about what the long-term effects will be from the vast liquidity that has been pumped into the financial system. We have enjoyed the sugar rush triggered by this stimulus combined with a recovering economy. All eyes are now on whether inflationary trends are transitory and if central banks are minded to remove the punchbowl.
Nick Greenwood
Charlotte Cuthbertson
Premier Fund Managers Limited
19 July 2021
10 Year Record
| Year ended 30 April | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net asset value per Ordinary share |
345.9p | 223.1p | 275.6p | 276.4p | 248.7p | 182.4p | 181.6p | 167.4p | 157.8p | 141.8p |
| Share price | 346.0p | 214.0p | 276.5p | 273.0p | 242.3p | 164.3p | 162.8p | 149.5p | 143.3p | 127.5p |
| (Discount)/Premium to net asset value |
0.0% | (4.1%) | 0.3% | (1.2%) | (2.6%) | (9.9%) | (10.4%) | (10.7%) | (9.2%) | (10.1%) |
| Net assets | £93.1m | £62.6m | £77.2m | £75.2m | £62.9m | £46.1m | £45.9m | £42.3m | £39.9m | £35.8m |
| Gearing | 2.1% | 0.0% | 0.0% | 6.7% | 8.0% | 10.8% | 6.5% | 7.1% | 2.5% | 0.0% |
Portfolio Valuation
as at 30 April 2021
| Valuation | ||||
| Investment | 2021 | % of | ||
| Company | Sector | Region | £000 | portfolio |
| Baker Steel Resources Trust | Mining | Global | 7,014 | 7.8 |
| EPE Special Opportunities* | Private Equity | UK | 5,022 | 5.5 |
| River and Mercantile UK Micro Cap Investment Company | Equity - Small Cap | UK | 4,962 | 5.5 |
| VinaCapital Vietnam Opportunity Fund | Private Equity | Asia Pacific - Vietnam | 4,762 | 5.3 |
| Dunedin Enterprise Investment Trust Plc† | Private Equity | Global | 4,611 | 5.1 |
| Phoenix Spree Deutschland | Real Estate | Europe | 4,150 | 4.6 |
| Alpha Real Trust | Real Estate | Global | 4,107 | 4.5 |
| Third Point Offshore Investors | Equity | Global | 3,563 | 3.9 |
| Atlantis Japan Growth Fund | Equity | Japan | 3,099 | 3.4 |
| Artemis Alpha Trust | Equity | UK | 3,034 | 3.4 |
| Top ten investments | 44,324 | 49.0 | ||
| Oakley Capital Investments | Private Equity | Global | 3,023 | 3.3 |
| New Star Investment Trust | Equity | Global | 2,957 | 3.3 |
| India Capital Growth Fund* | Equity | India | 2,744 | 3.0 |
| CQS Natural Resources Growth and Income | Mining | Global | 2,685 | 3.0 |
| Henderson Opportunities Trust | Equity | UK | 2,465 | 2.7 |
| Real Estate Investors* | Real Estate | UK | 2,435 | 2.7 |
| NB Private Equity Partners | Private Equity | North America | 2,252 | 2.5 |
| Georgia Capital | Equity | Europe | 2,139 | 2.4 |
| Geiger Counter | Mining - Uranium | Global | 2,038 | 2.2 |
| Duke Royalty* | Other - Alternative Lender | Global | 1,955 | 2.2 |
| Top twenty investments | 69,017 | 76.3 | ||
| Polar Capital Global Financials Trust | Equity | Global | 1,872 | 2.1 |
| Downing Strategic Micro Cap Investment Trust | Equity - Small Cap | UK | 1,790 | 2.0 |
| Stenprop | Real Estate | UK | 1,736 | 1.9 |
| Macau Property Opportunities Fund† | Real Estate | Asia Pacific - China | 1,529 | 1.7 |
| Yellow Cake* | Mining - Uranium | Global | 1,452 | 1.6 |
| Marwyn Value Investors | Equity | UK | 1,421 | 1.6 |
| Gresham House Strategic* | Equity - Small Cap | UK | 1,341 | 1.5 |
| Life Settlement Assets | Other - Life Policies | North America | 1,287 | 1.4 |
| Merian Chrysalis Investment Company | Private Equity | Europe | 1,254 | 1.4 |
| Vietnam Enterprise Investments | Equity | Asia Pacific - Vietnam | 1,152 | 1.2 |
| Top thirty investments | 83,851 | 92.7 | ||
| Ashoka India Equity Investment Trust | Equity | India | 1,055 | 1.2 |
| Strategic Equity Capital | Equity - Small Cap | UK | 974 | 1.1 |
| Ground Rents Income Fund | Real Estate | UK | 910 | 1.0 |
| Tufton Oceanic Assets | Other - Shipping | Global | 874 | 1.0 |
| Hansa Investment | Equity | Global | 871 | 1.0 |
| Schroder UK Public Private Trust | Private Equity | UK | 786 | 0.9 |
| Aseana Properties† | Real Estate | Asia Pacific | 411 | 0.4 |
| Chelverton Growth Trust | Equity | UK | 234 | 0.2 |
| Cambium Global Timberland*† | Other - Forestry | Global | 164 | 0.2 |
| Better Capital PCC†^ | Private Equity | UK | 124 | 0.1 |
| Reconstruction Capital II*†^ | Equity | Europe | 85 | 0.1 |
| Origo Partners*†# | Private Equity | Emerging Markets | 75 | 0.1 |
| RENN Universal Growth Investment Trust†^ | Equity | North America | 49 | 0.0 |
| St Peter Port Capital*† | Mining | Global | 22 | 0.0 |
| Total investments in the portfolio | 90,485 | 100.0 | ||
| Other current assets (including net cash) | 2,660 | |||
| Net asset value | 93,145 |
* AIM/NEX Listed.
† In liquidation, in a process of realisation or has a fixed life.
# Includes both Ordinary and Convertible Preference share holdings.
^ Unlisted or trading of shares currently suspended.
Portfolio Analysis
as at 30 April 2021
Portfolio by geographical exposure*
· Global 39.2% (2020: 36.2%)
· UK 29.0% (2020: 32.3%)
· Asia Pacific (ExJapan) 8.3% (2020: 8.2%)
· Europe 8.0% (2020: 7.9%)
· North America 3.9% (2020: 4.9%)
· Cash 4.5% (2020: 3.9%)
· Japan 3.2% (2020: 3.5%)
· India 3.9% (2020: 3.1%)
Portfolio by asset type*
· Equity 37.7% (2020: 36.5%)
· Private Equity 22.9% (2020: 18.4%)
· Property 16.3% (2020: 24.3%)
· Mining 13.9% (2020: 11.6%)
· Other 4.7% (2020: 5.3%)
· Cash 4.5% (2020: 3.9%)
* Calculated on a ‘look through’ basis based on the mandates of the investments held by the Company.
Source: Premier Fund Managers 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 Alternative Investment Fund Manager’s Directive (“AIFMD”) as it applies in the UK from time to time, and has appointed Premier Portfolio Managers Limited as its Alternative Investment Fund Manager (“AIFM”).
The purpose of the Company is to provide a vehicle for investors to gain exposure to a portfolio of companies which have been undervalued by the markets in which they are traded, through a single investment.
The Company’s strategy is to create value for shareholders by addressing its investment objective, which is set out below.
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.
The Board has retained responsibility for risk management and has appointed Premier Portfolio Managers Limited to manage its investment portfolio. Company management, company secretarial and administrative services are outsourced to Frostrow Capital LLP.
The Board remains responsible for all aspects of the Company’s affairs, including setting the parameters for monitoring the investment strategy and the review of investment performance and policy. It also has responsibility for all strategic policy issues, including share issuance and buybacks, share price and discount/premium monitoring, corporate governance matters, dividends and gearing.
Further information on the Board’s role and the topics it discusses with the Investment Managers is provided in the Corporate Governance Report.
Investment Objective
The objective of the Company is to outperform 3-month SONIA plus 2% (the “Benchmark”) over the longer term, principally through exploiting inefficiencies in the pricing of closed-end funds (SONIA being the Sterling Overnight Index Average, the Sterling Risk-Free Reference Rate preferred by the Bank of England for use in Sterling derivatives and relevant financial contracts). This is intended to reflect the 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.
The Company invests in listed closed-end investment funds that themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed-end investment funds. However, the Company may invest up to 10%, in aggregate, of the value of its gross assets at the time of acquisition in closed-end investment funds that do not have such a stated investment policy.
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.
(* the above text highlighted in Italics shows minor changes to the wording of the Investment Policy to make it easier to understand. Shareholders should note that there is no change to the way that investments are made on behalf of the Company.)
Dividend Policy
It is the Company’s policy to pursue capital growth for shareholders with income being a secondary consideration. This means that the Company’s Investment Manager is frequently drawn to companies whose future growth profile is more important than the generation of dividend income for shareholders.
The Company complies with the United Kingdom’s investment trust rules regarding distributable income which require investment trusts to retain no more than 15% of their income from shares and securities each year. The Company’s dividend policy is that the Company will pay the minimum dividend required to maintain investment trust status.
The Board
At the date of this report, the Board of the Company comprises Richard Davidson (Chairman), Ekaterina (Katya) Thomson, Michael Phillips and Hugh van Cutsem. All of these Directors are non-executive, independent Directors.
All of the Directors served throughout the year and up to the signing of this report, and they will stand for re-election at the forthcoming Annual General Meeting.
Board Focus and Responsibilities
With the day-to-day management of the Company outsourced to service providers, the Board’s primary focus at each Board meeting is reviewing the investment performance and associated matters such as, inter alia, future outlook and strategy, gearing, asset allocation, investor relations, marketing, and industry issues.
In line with its primary focus, the Board retains responsibility for all the key elements of the Company’s strategy and business model, including:
· investment objective and policy, incorporating the investment guidelines and limits, and changes to these;
· whether the manager should be authorised to gear the portfolio up to a pre-determined limit;
· review of performance against the Company’s Key Performance Indicators (“KPIs”);
· consideration of share issuance and buy backs and premium/discount management;
· review of the performance and continuing appointment of service providers; and
· maintenance of an effective system of oversight, risk management and corporate governance.
Details of the principal KPIs, along with details of the principal risks, and how they are managed, follow within this business review.
Key Performance Indicators
The Company’s Board of Directors meets at least four times a year. At each quarterly meeting it reviews performance against a number of key performance measures, as below:
| NAV and the movement of the NAV compared with the notional returns available for cash – defined as 3-month SONIA plus 2%, the Company’s Benchmark | The Directors regard the Company’s net asset value (“NAV”) per share as being the overall measure of value delivered to shareholders over the long term, as opposed to returns available for cash holdings. A full description of performance during the year under review and the investment portfolio are contained in the Investment Manager’s Review. The NAV total return per Ordinary share for the year to 30 April 2021 was 55.0% (2020: -19.0%), compared with the Benchmark return of 2.1% (2020: 2.6%). |
| 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 2021, the Company’s NAV had a volatility of 7.5% (2020: 8.3%)*, compared with the volatility of the FTSE All-Share Index of 8.6% (2020: 25.4%)*. |
| The movement in the Company’s share price | One of the most immediate measures of the value of the Company’s Ordinary shares is their price. The Board regularly considers the Company’s investment performance and other ways in which share price performance may be enhanced, including the effectiveness of marketing. The Ordinary share price increased by 61.7% (2020: decreased by 22.6%) over the year. Further details are in the Chairman’s Statement and the Investment Manager’s Review. |
| Share price in relation to the NAV per share | The Board believes that an important driver of an investment trust’s discount or premium over the long term is investment performance together with a proactive marketing strategy. However, there can be volatility in the discount or premium during the year. Therefore, the Board requests authority each year to buy back and issue shares with a view to limiting the volatility of the share price discount or premium. During the year under review, no new shares were issued by the Company. New shares will only be issued at a premium to the Company’s cum-income net asset value per share at the time of issue. 1,125,000 shares were bought back during the year (2020: 250,000), and none after the year-end (2020: 250,000). The Company’s ordinary share price in relation to the NAV per share has ranged from a premium of 1.2% (2020: 8.3%) to a discount of 7.0% (2020: 5.5%). At the year end, the shares traded at par to the NAV per share (2020: discount of 4.1%). In comparison, the unweighted average discount across the whole investment companies universe was 8.2% (2020: discount of 16.0%)#. |
* Source: Frostrow Capital LLP.
^ See Glossary for definition and calculation methodology.
# Source: Numis Securities Limited.
Principal Risks and Uncertainties
The Board considers that the risks detailed within this report are the principal risks currently facing the Company to deliver its strategy.
The Board is responsible for the ongoing identification, evaluation and management of the principal risks faced by the Company. The Audit Committee, on behalf of the Board, has established a process for the regular review of these risks and their mitigation. This process is in line with the UK Governance Code and the FRC’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. The impact of the global Covid-19 pandemic on the operations of the Company and its service providers was also considered as part of this process.
During the year ended 30 April 2021, the Audit Committee has carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity. The Committee also considered the controls in place to mitigate the inherent risks and whether additional controls or actions were required to bring the residual risk down to an acceptable level. The Committee was satisfied with the controls that are in place, although it is important to note that the systems in place cannot eliminate the risk of failure to achieve the Company’s investment objective.
In respect of the ongoing impact of Covid-19 on business everywhere, the Committee was reassured that all service providers of the Company had adequate business continuity measures in place to ensure that no operational issues would arise out of new working-from-home practices and that cyber and IT risks were properly addressed. The Board and all its committees including the Audit Committee continued to function well during the pandemic, as formal meetings and informal communication between the Directors, the Investment Managers and the Company Secretary were held by electronic means, in particular video calls.
Further details as well as a summary of the Company’s approach to risk and how principal risks and uncertainties were dealt with during the year under review, are set out below. In addition, information about 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 per share – purchasing funds whose market price is at a discount to NAV per share can result in significant gains on the upside, but can also lead to exposure to poorly performing companies. The Company may use borrowing, the effect of which would be 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 risks 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. At the year-end the Company had borrowings of £2 million (2020: £nil). 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, the rationale for stock selection decisions, the make-up of the portfolio, and portfolio company updates. |
| Macro risk | |
| Significant political and economic change in the UK and abroad might lead to volatile markets impacting the Company’s performance and reduced investor appetite for the Company’s shares. | Political and economic developments both in the UK and world-wide are being monitored and discussed, where relevant, between the Board and the Investment Manager as part of the portfolio review at every Board meeting. Further details in respect of Brexit and the Covid-19 pandemic are set out below. |
| Liquidity, cash and foreign exchange 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 an 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. A proportion of the Company’s investments might also be denominated in foreign currencies which might be subject to fluctuations in valuation and, at times, a proportion of the portfolio may be held in cash, preventing the Company from benefiting from positive movements in the market. |
The Investment Manager monitors volume and price based trade measures and looks to ensure that a proportion of the portfolio is invested in readily ealizable 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 as well as the Company’s cash position and any foreign exchange valuations. |
Further details on market, liquidity and other financial risks can be found in note 15 to the Financial Statements.
| 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. |
| 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 per share. | 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. During the year, the Company bought back 1,125,000 ordinary shares (2020: 250,000), but no further shares (2020: 250,000) up to the time of writing, in order to keep the discount under control and prevent it from widening. As at the year end and since, the shares have been trading close to NAV. Therefore, going forward, share issuances or buybacks will be undertaken when required to reduce price volatility and to ensure that the shares are trading close to par with their net asset value. |
| Key person risk | |
| The loss of a key employee of the Investment Manager could result in the deterioration of the performance of the Company. | The Board considers the make-up of the team supporting the lead investment manager as part of its annual review. Premier Fund Managers Limited, as Investment Manager, has appointed an investment team consisting of Nick Greenwood and Charlotte Cuthbertson, both of whom have been co-managing the portfolio in accordance with the Company’s principles and investment strategy for several years now. The Investment Manager also reports regularly to the Board on developments in their team and succession planning, where appropriate. |
| Company duration risk | |
| Every three years, the Company’s shareholders are offered a realisation opportunity. Depending on the structure of the realisation opportunity and the level of take-up, amounts available to shareholders will depend on the valuation of the portfolio and its liquidity and may be lower than expected, especially in adverse market conditions. | The Board has implemented, with shareholder approval, a realisation opportunity which will be offered to shareholders every three years. Further details are set out below. The Board will formulate the appropriate realisation opportunity based on feedback from the relevant service providers. In particular, the investor sentiment prior to this year’s realisation opportunity will be monitored by the Investment Manager and the Company’s Brokers. Further details are set out below. |
| 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 – either directly or by association with the service provider in question – 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. In view of the ongoing Covid-19 pandemic, the service providers of the Company have confirmed that they have all necessary business continuity procedures in place including enabling to work from home, increased IT and Cyber security awareness as well as team and client meetings via video conference calls. |
Emerging Risks
The Company has carried out a detailed assessment of its emerging and principal risks. The International Risk Governance Council’s definition of an “emerging” risk is one that is new or is a familiar risk in a new or unfamiliar context or under new context conditions (re-emerging). Failure to identify emerging risks may cause reactive actions rather than being proactive and, in a worst-case scenario, could cause the Company to become unviable or otherwise fail or force the Company to change its structure, objective or strategy.
The Audit Committee reviews a risk register at its half-yearly meetings. Emerging risks are discussed in detail as part of this process to try to ensure that emerging as well as well-known risks are identified and mitigated as far as possible. The emerging risks identified during the year were the Covid-19 pandemic, the impact of which is dealt with below, as well as risks related to the environment, social issues and governance (“ESG”) such as the impact of climate change or weak governance of portfolio companies. All ESG-related risks are regularly being assessed by the Investment Managers.
The experience and knowledge of the Directors is useful in these discussions, as are update papers and advice received from the Board’s key service providers such as the AIFM and Investment Manager and the Company’s brokers. In addition, the Company is a member of the AIC, which provides regular technical updates, draws members’ attention to forthcoming industry and regulatory issues and advises on compliance obligations.
Brexit
The Board has considered whether the United Kingdom’s exit from the European Union (“Brexit”) poses a discrete risk to the Company. At the date of this report, the UK has left the EU and has come out of the “transition period” with a trade and security deal finalised with the EU on 24 December 2020, the exact impact of which remains to be seen.
The effect of Brexit is likely to be limited to those of our investee companies that have an exposure to the UK market. However, as the Company is priced in sterling, sharp movements in exchange rates can affect the net asset value. This is clearly not a reflection of the underlying value of the investee companies in their base currencies, but may lead to an increase or decrease in the Company’s net asset value simply because of movements in sterling.
Furthermore, whilst the Company’s shareholders are predominantly UK based, sharp or unexpected changes in investor sentiment, or tax or regulatory changes, could lead to short-term selling pressure on the Company’s shares which potentially could lead to the shares trading at a discount to the net asset value per share.
Overall, however, the Board believes that over the longer term, Brexit is unlikely to affect the Company’s business model or whether the Company’s shares trade at a premium or discount to the net asset value per share. The Board will continue to monitor developments as they occur.
The Board has discussed the possibility of a sterling hedge and leaves this at the Investment Manager’s discretion.
Impact of Covid-19
The Board recognises that the emergence and spread of the coronavirus (“Covid-19”) represents a significant area of risk, both to the Company’s investment performance and to its operations. Over the past year, the investment managers successfully continued their dialogue with investee companies and the Board has stayed in close contact with the Investment Managers and has been continuously monitoring portfolio and share price developments. The Board has also received assurances from all of the Company’s service providers in respect of:
· their business continuity plans and the steps being taken to guarantee the ongoing efficiency of their operations while ensuring the safety and well-being of their employees;
· their cyber security measures including improved user-access controls, safe remote working and evading malicious attacks; and
· any increased risks of fraud as a result of decreased operations and possible employment terminations and weakness in user-access controls resulting in the potential for management overrides.
For further details in respect of the impact on investment performance, please see the Chairman’s Statement and the Investment Manager’s Report. For a discussion of the impact on operational matters, please see the Audit Committee Report.
Going concern
The content of the Company’s portfolio, trading activity, the Company’s cash balances and revenue forecasts, and the trends and factors likely to affect the Company’s performance are reviewed and discussed at each Board meeting. Again, for the year ended 30 April 2021, ongoing Covid-19 has added the factor of a global pandemic and its effect on the investment management and general operations of the Company and its service providers to the deliberations of the Board, which is likely to remain an influencing factor for the year ending 30 April 2022 and beyond.
The Board has considered a detailed assessment of the Company’s ability to meet its liabilities as they fall due, including tests which modelled the effects of substantial falls in markets and significant reductions in market liquidity to that experienced to date in connection with the coronavirus pandemic, on the Company’s NAV, its cash flows and its expenses. Further information is provided in the Audit Committee Report.
Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Viability Statement, the Company’s cash balances, and the liquidity of the Company’s listed investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
Long Term Viability Statement
In accordance with the UK Corporate Governance Code, 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 Board has chosen a three-year horizon in view of the long-term nature and outlook adopted by the Investment Manager when making decisions while recognising the limitations and uncertainties inherent in predicting market conditions in making this assessment.
To make the assessment and in reaching the conclusion of long-term viability, the Audit Committee has considered the Company’s financial position and its ability to liquidate its portfolio and meet its liabilities as they fall due:
· the portfolio is principally comprised of investments traded on major international stock exchanges. Based on historic analysis 69.0% of the current portfolio could be liquidated within 30 trading days with 49.8% in seven days under normal market conditions and there is no expectation that the nature of the investments held within the portfolio will be materially different in future;
· the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position; and
· the Company has no employees, only its non-executive Directors. Consequently, it does not have redundancy or other employment related liabilities or responsibilities.
The Directors have also considered the fact that shareholders will again be offered a realisation opportunity later this year with the option to either retain or realise their investment. However, in view of the good performance of the Company during the year ended 30 April 2021 it is hoped that following the realisation opportunity in September 2021, shareholders will have decided to hold on to their shares and that the net asset value of the Ordinary shares will continue to be more than £30 million, allowing the Company to continue in operation.
The Audit Committee considers the potential impact of the Company’s principal risks and various severe, but plausible, downside scenarios, as well as the following assumptions in considering the Company’s longer-term viability:
· there will continue to be demand for investment trusts;
· investors will wish to continue to have exposure to the type of companies that the Company invests in, namely closed-end investment funds;
· the Board and the Investment Manager will continue to adopt a long-term view when making investments;
· the threats to the Company’s solvency or liquidity incorporated in the Principal Risks will be managed or mitigated as outlined above;
· regulation will not increase to a level that makes running the Company uneconomical; and
· the performance of the Company will continue to be satisfactory.
Covid-19 was also factored into the key assumptions made by assessing its impact on the Company’s key risks and whether the key risks had increased in their potential to affect the normal, favourable and stressed market conditions. As part of this review, the Board considered the impact of a significant and prolonged decline in the Company’s performance and prospects. This included a range of plausible downside scenarios such as reviewing the effects of substantial falls in investment values and the impact of the Company’s ongoing charges ratio, which were the subject of stress testing.
Furthermore, the Audit Committee considered the operational resilience of the Company’s service providers, and thereby the operational viability of the Company. During the year under review all key service providers have been contacted with regard to their business continuity systems in place due to the pandemic as well as their IT and cyber security systems to prevent fraudulent activity of any kind. There have been no issues raised and the Audit Committee was reassured that all key service providers were operating well and to their normal high service standards while ensuring the safety of their employees by enabling them to work remotely.
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.
Management Arrangements
AIFM and Investment Manager
Premier Portfolio Managers Limited is the Alternative Investment Fund Manager (“AIFM”) for the Company pursuant to an Investment Management Agreement dated 22 July 2014 (the “IMA”), as amended on 9 September 2015, 10 September 2018 and 24 April 2020.
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 appointed Premier Fund Managers Limited as the Investment Manager pursuant to an amendment to the Delegation Agreement.
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. Following the realisation opportunity in 2018, there are no Realisation Shares in issue. The management fee accrues daily and is payable in arrears monthly.
A performance fee is only payable in the future by the Company in respect of the realisation of assets in any 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 3-month SONIA plus 5%. No performance fee was payable for the years ended 30 April 2021 and 2020.
Details of the fees paid to the AIFM for their services during the year are set out in note 3 to the Financial Statements.
The IMA and Delegation Agreement may be terminated by six months’ written notice subject to the provisions for earlier termination as set out 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.
Company Secretary, Marketing and Administration
Company secretarial, marketing, and administrative services are provided by Frostrow Capital LLP (“Frostrow”) under an agreement dated 1 February 2016 and novated on 24 April 2020. 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 together with Link Group, to which a number of accounting functions have been delegated;
· preparation of the annual and half yearly reports; and
· ensuring compliance with applicable legal and regulatory requirements.
In light of the high level of service provided by Frostrow in these areas, it is the opinion of the Directors that the continuing appointment of Frostrow is in the best interest of shareholders.
Details of the fees paid to Frostrow for their services during the year are set out in note 4 to the Financial Statements.
Company Promotion
The Company has appointed Frostrow to promote the Company’s shares to professional investors in the UK. As Investment Company Specialists, the Frostrow team provides a continuous, pro-active marketing, distribution and investor relations service that aims to promote the Company by encouraging demand for the shares.
Frostrow actively engages with professional investors, typically discretionary wealth managers, some institutions and a range of execution-only platforms.
Regular engagement helps to attract new investors and retain existing shareholders, and over time results in a stable share register made up of diverse, long-term holders.
Frostrow arranges and manages a continuous programme of one-to-one meetings with professional investors around the UK. These include regular meetings with “gate keepers”, the senior points of contact responsible for their respective organisations’ research output and recommended lists. The programme of regular meetings also includes autonomous decision makers within large multi-office groups, as well as small independent organisations. Some of these meetings involve the Investment Manager, but most of the meetings do not, which means the Company is being actively promoted while the Investment Manager concentrates on the portfolio. Over the course of the Covid-19 pandemic, many of these meetings have been held via video conference.
The Company also benefits from involvement in the regular professional investor seminars run by Frostrow in major centres, notably London and Edinburgh, or webinars which are focused on buyers of investment companies.
Frostrow produces many key corporate documents, annual and half-yearly reports. All Company information and invitations to investor events, including updates from the Investment Manager on portfolio and market developments, are regularly emailed to a growing database, overseen by Frostrow, consisting of professional investors across the UK and Ireland.
Frostrow maintains close contact with all the relevant investment trust broker analysts, particularly those from Numis Securities Limited, the Company’s corporate broker, but also others who publish and distribute research on the Company to their respective professional investor clients.
The Company continues to benefit from regular press coverage, with articles appearing in respected publications that are widely read by both professional and self-directed private investors. The latter typically buy their shares via retail platforms, which account for a significant proportion of the Company’s share register.
Depositary and Custodian
The Bank of New York Mellon (International) Limited (“BNYMIL”) was appointed by the Board as Depositary and Custodian to the Company with effect from 2 July 2018, taking over from BNY Mellon Trust & Depositary (UK) Limited following an internal reorganisation within the Bank of New York Mellon Group. The Depositary Agreement was novated on 24 April 2020.
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.
Registrar
During the year, the Management Engagement Committee on behalf of the Board reviewed the contract with the registrar and undertook a comparison of costs and services received with those of other providers of registrar services. Following this exercise, the contract with Link Group was terminated and Computershare Investor Services PLC (“Computershare”) was appointed with effect from 12 April 2021.
Shareholders will have received an introductory letter from Computershare already, advising relevant contact details, which can also be found under shareholder information and at the back of the Annual Report.
Stakeholder Interests and Board Decision-Making (Section 172 Statement)
Under reporting regulations and the AIC Code, the Directors must now explain more fully how they have discharged their duties under Section 172 of the Companies Act 2006 in promoting the success of the Company for the benefit of the members as a whole. This includes the likely consequences of the Directors’ decisions in the long term and how they have taken wider stakeholders’ needs into account.
The Directors aim to treat all of the Company’s shareholders fairly. The Board’s approach to shareholder relations is summarised in the Corporate Governance Report. The Chairman’s Statement provides an explanation of actions taken by the Directors during the year with the goal of the Company’s share price trading close to the NAV.
As an externally managed investment trust, the Company has no employees, customers, operations, or premises. Therefore, the Company’s key stakeholders (other than its shareholders) are considered to be its service providers. The need to foster strong business relationships with the service providers and maintain a reputation for high standards of business conduct are central to the Directors’ decision-making as the Board of an externally managed investment trust. The Directors believe that fostering constructive and collaborative relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all shareholders.
The Board engages with representatives from its service providers throughout the year. Representatives from Premier Miton and Frostrow are in attendance at each Board meeting. As the Investment Manager and the Company Secretary and Administrator respectively, the services they provide are fundamental to the long-term success of the Company.
Further details are set out below:
| Who? | Why? | How? |
| Stakeholder group | The benefits of engaging with the company’s stakeholders | How the board, the portfolio manager and administrator have engaged with the company’s stakeholders |
| Investors | Clear communication of the Company’s strategy and the performance against the Company's objective can help the share price trade at a narrower discount or a wider premium to its net asset value per share which benefits shareholders. New shares can be issued to meet demand without net asset value per share dilution to existing shareholders. Increasing the size of the Company can benefit liquidity as well as spread costs. In an effort to control the discount at which shares trade to their net asset value per share, the Company can buy back shares if the Board considers this to be in the best interest of the Company and shareholders as a whole. Shares can either be held in “treasury” or cancelled. Any shares held in treasury can later be sold back to the market if conditions permit. The Company does not currently hold any shares in treasury. |
The Investment Manager, Frostrow and the Company's broker, on behalf of the Board, complete a programme of investor relations throughout the year. An analysis of the Company’s shareholder register is provided to the Directors at each Board meeting along with marketing reports from Frostrow. The Board reviews and considers the marketing plans on a regular basis. Reports from the Company’s broker are submitted to the Board on investor sentiment and industry issues. Key mechanisms of engagement include: · the Annual General Meeting; · the Company’s website which hosts reports, video interviews with the portfolio manager and monthly factsheets; · one-on-one investor meetings and online webinars; · should any significant votes* be cast against a resolution, proposed at the Annual General Meeting, the Board will engage with Shareholders in order to understand the reasons behind the votes against; and · following the consultation, an update will be published no later than six months after the AGM and the Annual Report will detail the impact the Shareholder feedback has had on any decisions the Board has taken and any actions or resolutions proposed. |
| * Significant votes against a resolution would be at least 20% of votes cast (source: The Investment Association) | ||
| Investment Manager | The relationship with the Investment Manager is fundamental to ensuring the Company meets its investment objective. Engagement with the Company's Investment Manager is necessary to evaluate their performance against the Company's stated strategy and to understand any risks or opportunities this may present. Engagement also helps ensure that Investment Management costs are closely monitored and remain competitive. |
The Board meets regularly with the Company’s Investment Manager throughout the year both formally at the scheduled Board meetings and informally as needed. For example, at the start of the Covid-19 pandemic, ad hoc update meetings were held when markets were particularly volatile, reducing in frequency as markets became more stable. The Board also receives monthly performance and compliance reporting. The Investment Manager’s attendance at each Board meeting provides the opportunity for the Investment Manager and Board to further reinforce their mutual understanding of what is expected from both parties. |
| Service Providers | The Company contracts with third parties for other services including: depositary, investment accounting & administration as well as company secretarial and registrars. The Company ensures that the third parties to whom the services have been outsourced complete their roles in line with their service level agreements, thereby supporting the Company in its success and ensuring compliance with its obligations. The Covid-19 pandemic has meant that it was vital to make certain there were adequate procedures in place at the Company's key service providers to ensure the safety and wellbeing of their employees and the continued high quality of service to the Company. |
The Board and Frostrow engage regularly with other service providers both in one-to-one meetings and via regular written reporting. Representatives from service providers are asked to attend Board and Audit Committee meetings when deemed appropriate. This regular interaction provides an environment where topics, issues and business development needs can be dealt with efficiently and collegiately. During the year, a review of registrars’ services was undertaken which led to the appointment of Computershare as the Company’s new Registrar at a more competitive cost than the previous registrar. The Board, together with Frostrow, have maintained regular contact with the Company's key service providers during the pandemic, as well as carrying out a review of the service providers' business continuity plans and additional cyber security provisions. |
| Portfolio Companies | Gaining a deeper understanding of the portfolio companies and their strategies assists in understanding and mitigating risks of an investment as well as identifying future potential opportunities. | Day-to-day engagement with portfolio companies is undertaken by the Investment Manager. Details of how the Investment Manager carries out portfolio management as well as information on its investment approach can be found in the Investment Manager’s Report. The Board receives updates at each scheduled Board meeting from the Investment Managers on specific investments including regular valuation reports and detailed portfolio and returns analyses. The Investment Managers’ engagement with portfolio companies includes active voting at their annual general meetings, discussions with their stakeholders and on-site visits where appropriate. |
| What? | Outcomes and actions |
| What were the key topics of engagement? | What actions were taken, including principal decisions? |
| Key topics of engagement with investors | |
| · Ongoing dialogue with shareholders concerning the strategy of the Company, performance and the portfolio. · During the year and up to the date of this report, discussions have been held in respect of the forthcoming realisation opportunity later in the year. |
· The Investment Manager, Frostrow and the broker meet regularly with shareholders and potential investors to discuss the Company’s strategy, performance, the portfolio and any other issues which might be raised. · Documents in respect of the choices available to investors under the realisation opportunity will be posted following the publication of the annual report later in the summer. |
| Key topics of engagement with the Investment Manager on an ongoing basis | |
| · Portfolio composition, performance, outlook and business updates as well as any particular issues of engagement with portfolio companies. · The impact of Brexit on their business and the portfolio. · The impact of Covid-19 on their business and the portfolio. |
· Updates are received by the Board at every Board meeting. · No specific action on Brexit is required at present. · Regular updates were received by the Board throughout the year in respect of the impact of the pandemic on investment decision making and working practices. |
| Other Service Providers | |
| · The Directors have frequent engagement with the Company’s other service providers through the annual cycle of reporting and due diligence meetings or discussions held by Frostrow on behalf of the Board. This engagement is completed with the aim of maintaining an effective working relationship and oversight of the services provided. | · During the year, a review of registrars was undertaken which resulted in the appointment of Computershare as the new Registrar. · No further specific action is currently required as the reviews of the Company’s other service providers have been positive and the Directors believe their continued appointment is in the best interests of the Company. |
| Portfolio Companies | |
| The Investment Managers, on behalf of the Board, have engaged with a number of portfolio companies: · in order to create value for shareholders, mainly to tighten discounts or to provide liquidity. · in order to address ESG matters including climate change. Many trusts have to deal with increasing environmental legislation and are already working hard to improve their credentials. · in order to achieve good governance overall, as good governance means that board and management of portfolio companies are aware and proactive in their approach to all environmental and social issues. |
· In order to achieve better liquidity, the Investment Managers have lobbied a number of portfolio companies for increasing buybacks and changes in capital structure. · The Investment Managers are aware that trusts perceived to be falling behind in ESG and climate change concerns will be downrated by investors. This issue therefore makes up an important part of the risk assessment when looking at possible investments. · For the Investment Managers good governance is the best way to ensure best value for shareholders. To this end, environmental and social factors as well as governance are discussed in meetings with managements. |
Culture and Business Ethics
The Directors agree that establishing and maintaining a healthy corporate culture among the Board and in its interaction with the Investment Manager, other service providers and shareholders supports the delivery of the Company’s goals. The Board seeks to promote a culture of openness, debate and integrity through ongoing dialogue and engagement with all stakeholders.
The Company is committed to carrying out business in an honest and fair manner with a zero-tolerance approach to bribery, tax evasion and corruption. As such, policies and procedures are in place to prevent these. As detailed in the Governance section, the Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity and Directors’ conflicts of interest. The Board assesses and monitors compliance with these policies as well as the general culture of the Board through Board meetings and, in particular, the annual evaluation process which is undertaken by each Director (for more information please see the performance evaluation section).
The Board strives to ensure that its culture is in line with the Company’s purpose, values and strategy. It also seeks to appoint the best possible service providers, including the Investment Manager, and evaluates their remit, performance and cost effectiveness on a regular basis. The Board considers the culture of the Investment Manager and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and, in particular, during the annual review of the performance and continuing appointment of all service providers through its Management Engagement Committee.
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 that invests in other funds, the Company has very limited direct impact on the community or the environment and therefore the Company itself has no environmental, human rights, social or community policies. However, the Company acknowledges that it can have an indirect impact on the community or the environment, based on the portfolio companies that the Investment Manager invests in. Therefore, ESG matters including climate change are frequently discussed in meetings with portfolio companies, and are also part of the risk assessment when deciding on whether an investment should be made. For further details please see the Manager’s Review and the Business Review.
As an investment company, the Company does not provide goods or services in the normal course of business and does not have customers. All its operational functions are outsourced to third party service providers. Accordingly, the Company falls outside the scope of the Modern Slavery Act 2015. The Company’ suppliers are typically professional advisers and the Company’s supply chains are considered low risk in this regard. In carrying out its activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
Performance and Future Developments
The Board concentrates its attention on the Company’s investment performance, Premier Miton’s investment approach and on factors that may have an effect on this approach.
The Board monitors the performance of the Company’s investment portfolio in relation to the Investment Objective and also its peer group.
The Board is regularly updated by Frostrow on wider investment trust industry issues and regular discussions are held concerning the Company’s future development and strategy.
A review of the Company’s year, its performance and the outlook for the Company can be found in the Chairman’s Statement and in the Investment Manager’s Review.
The Company’s overall strategy remains unchanged.
On behalf of the Board
Richard Davidson
Chairman
19 July 2021
Governance
Board of Directors
Richard Davidson
Independent Non-Executive Chairman
Joined the Board on 18 December 2017 and became Chairman on 5 October 2018
Richard is also the Chairman of the Management Engagement Committee
Shareholding in the Company:
70,000
Skills and Experience
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.
Other Appointments
Richard is currently chairman of Aberforth Smaller Companies Trust plc, chair of the University of Edinburgh’s Investment Committee, and a trustee of their staff pension scheme.
Standing for re-election
Yes
Michael Phillips
Independent Non-Executive Director
Joined the Board on 23 February 2004
Michael is the Senior Independent Director
Shareholding in the Company:
200,000
Skills and Experience
He founded Iimia Investment Group plc in 2001 (which became MAM Funds plc in 2010 and is now part of Premier 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.
Other Appointments
Michael is currently a director of Rockford Capital Limited, Zestec Asset Management Limited and Tyndall Investment Management Limited.
Standing for re-election
Yes
Ekaterina (Katya) Thomson
Independent Non-Executive Director
Joined the Board on 18 December 2017
Katya is the Chairman of the Audit Committee
Shareholding in the Company:
14,000
Skills and Experience
Katya is a corporate finance, strategy and business development professional with over 25 years of experience with UK and European blue chip companies.
She is a member of the Institute of Chartered Accountants in England and Wales.
Other Appointments
She is a non-executive director of Henderson EuroTrust plc and AVI Japan Opportunity Trust plc (in both trusts she is also chairman of the Audit Committee) and The New Carnival Company CIC.
Standing for re-election
Yes
Hugh van Cutsem
Independent Non-Executive Director
Joined the Board on 31 March 2010
Shareholding in the Company:
12,348
Skills and Experience
Hugh has worked in the investment company sector for over 20 years, starting his career at Cazenove.
He co-founded Kepler Partners LLP 14 years ago and continues to lead the investment company business there. It specialises both in the marketing of closed-end funds and the production of research on them.
Other Appointments
He is a founding partner of Kepler Partners LLP, and a director of the Cotswold Brewing Company. He is also a trustee director of the British Deer Society with responsibility for investments and a director of Bould Investments Limited.
Standing for re-election
Yes
Report of the Directors
The Directors present this annual report on the affairs of the Company together with the audited financial statements and the Independent Auditors’ Report for the year ended 30 April 2021. In accordance with the requirement for the Directors to prepare a Strategic Report and an enhanced Directors’ Remuneration Report for the year ended 30 April 2021, the following information is set out in the Strategic Report: a review of the business of the Company including details of its objective, strategy and business model, future developments, details of the principal risks and uncertainties associated with the Company’s activities (including the Company’s financial risk management objectives and policies), interaction with stakeholders, information regarding community, social, employee and human rights, environmental issues and the Company’s policy regarding Board diversity.
The Corporate Governance Statement forms part of this Report of the Directors.
Business and Status of the Company
The Company is registered in England as a public limited company (registration number 05020752) and is an investment company as defined under Section 833 of the Companies Act 2006 (the “Act”). Its shares are premium listed on the Official List of the UK Listing Authority and traded on the main market of the London Stock Exchange, which is a regulated market as defined in Section 1173 of the Act.
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 is a member of the Association of Investment Companies (“AIC”).
Results and Dividends
The results attributable to shareholders for the year are shown above. No dividends were declared during the year and the Directors have not recommended a final dividend for the year (2020: 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 the Company and investment trusts, which are summarised above and explained in greater detail in the Strategic Report, under the heading ‘Key Performance Indicators’.
The Directors believe that these measures enhance the comparability of information between reporting periods and aid investors in understanding the Company’s performance. The measures used for the year under review have remained consistent with the prior year.
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 Richard Davidson, Michael Phillips, Katya Thomson and Hugh van Cutsem. Their biographical details as well as interests in the Company can be found at the beginning of the Report of the Directors..
None of the Directors nor any persons closely associated 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.
Michael Phillips has been on the Board since the inception of the Company and Hugh van Cutsem has been on the Board for over 10 years and is connected to Kepler Partners LLP (“Kepler”), which provides research on the Company. The Board has discussed these issues and is satisfied that Michael’s and Hugh’s long service does not impact their independence and that their knowledge of the Company’s history is extremely valuable. Furthermore, Hugh has no involvement in Kepler’s work for the Company, he recuses himself from all Board discussions in respect of Kepler Partners and he has no influence on their appointment on behalf of the Company. Both Michael and Hugh are knowledgeable and lively contributors to the Board’s discussions with the Investment Manager and are invaluable assets to the Company.
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. Accordingly, the Board recommends the re-election of each of the Directors at the forthcoming Annual General Meeting (“AGM”), details of which are set out at the end of this document.
Directors’ and Officers’ Liability Insurance Cover
Directors’ and Officers’ liability insurance cover was maintained by the Board during the year ended 30 April 2021. It is intended that this policy will continue for the year ending 30 April 2022 and subsequent years.
There are no qualifying third party indemnity provisions in place.
Substantial Interests in the Company’s Share Capital
The Directors have been informed of the following substantial interests in the Company’s voting rights as at 30 April and 30 June 2021, the latter being the latest practicable date before publication of the Annual Report:
| Number | ||
| of ordinary | % of | |
| As at 30 April 2021 | shares held | voting rights |
| Hargreaves Lansdown, stockbrokers (EO) | 2,341,794 | 8.70 |
| AJ Bell, stockbrokers (EO) | 2,057,970 | 7.64 |
| Seven Investment Management | 1,915,012 | 7.11 |
| Investec Wealth & Investment | 1,608,413 | 5.97 |
| Winterflood Platform Services | 1,512,470 | 5.62 |
| Interactive Investor (EO) | 1,403,210 | 5.21 |
| Transact (EO) | 1,244,685 | 4.62 |
| Charles Stanley | 1,242,185 | 4.61 |
| EFG Harris Allday, stockbrokers | 924,215 | 3.43 |
| Smith & Williamson Wealth Management | 918,605 | 3.41 |
| Rathbones | 848,420 | 3.15 |
| M&G Investments | 813,926 | 3.02 |
(EO = Execution only)
| Number | ||
| of ordinary | % of | |
| As at 30 June 2021 | shares held | voting rights |
| Hargreaves Lansdown, stockbrokers (EO) | 2,524,449 | 9.37 |
| AJ Bell, stockbrokers (EO) | 2,152,864 | 8.00 |
| Interactive Investor (EO) | 1,854,564 | 6.89 |
| Seven Investment Management | 1,721,574 | 6.39 |
| Investec Wealth & Investment | 1,578,306 | 5.86 |
| Winterflood Platform Services | 1,473,066 | 5.47 |
| Transact (EO) | 1,247,933 | 4.63 |
| Charles Stanley | 1,161,069 | 4.31 |
| Smith & Williamson Wealth Management | 894,155 | 3.32 |
| Rathbones | 820,270 | 3.05 |
(EO = Execution only)
Beneficial Owners of Shares – Information Rights
The beneficial owners of shares who have been nominated by the registered holder of those shares to receive information rights under Section 146 of the Companies Act 2006 are required to direct all communications to the registered holder of their shares rather than to the Company’s registrar, Computershare Investor Services PLC, or to the Company directly.
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 arrangements 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.
Capital Structure and Realisation Opportunity
As at the date of this report, the Company’s share capital comprises 26,929,985 Ordinary shares of 1p each with one vote per share. The Company’s articles of association (“Articles”) contain provisions enabling shareholders to elect at three-year intervals for the realisation of all or part of their holdings of Ordinary Shares (“RealisationOpportunity”). The last Realisation Opportunity occurred in 2018 and the next Realisation Opportunity is due to occur later this year.
The Articles give the Company flexibility as to how it chooses to deliver each Realisation Opportunity. The Articles provide that the Company may, at its discretion, make available to shareholders the opportunity to make an election to request that all or part of the Ordinary shares they hold be placed, repurchased, or purchased out of the proceeds of an issue of new Ordinary Shares, or purchased under a tender offer or by a market maker (a “Realisation Sale Election”). But if Realisation Sale Elections cannot be satisfied in their entirety through the placing and/or repurchase mechanism(s), all remaining elected shares will be converted into realisation shares (“Realisation Shares”) instead. The Articles also provide that, if the Company does not make available to shareholders an opportunity to make a Realisation Sale Election, shareholders may instead serve an election requesting that all or part of their Ordinary Shares be converted into Realisation Shares.
If Realisation Shares are created, the Company’s portfolio of assets and liabilities will be split into a continuation pool and a realisation pool pro rata as between the continuing Ordinary Shares and the Realisation Shares respectively. The continuation pool will be managed in accordance with the Company’s existing investment objective and policy, whilst 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. 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 determined at the discretion of the directors, but may include a combination of capital distributions, share repurchases and tender offers. The creation of Realisation Shares and the splitting of the Company’s portfolio into the continuation and realisation pools are however conditional upon the aggregate net asset value attributable to the Company’s continuing Ordinary Shares being at least £30 million (the “£30m NAVThreshold”). If the £30m NAV Threshold is not met, no elected shares will convert into Realisation Shares and the Company’s portfolio will not be split into two pools. Instead, the Company’s investment objective and policy going forward will be to realise the Company’s assets on a timely basis with the aim of making progressive returns of cash to shareholders as soon as practicable.
There are currently no Realisation Shares in issue. As mentioned above, the next Realisation Opportunity (the “2021 Realisation Opportunity”) is due to occur later this year. A circular will be made available to shareholders in August 2021 (“Circular”). The Circular will contain details of the 2021 Realisation Opportunity and instructions on how to make an election to participate in the 2021 Realisation Opportunity, should any shareholders wish to realise all or part of their holdings of Ordinary Shares. It is anticipated that the Company will, as in 2018, give shareholders the opportunity to make a Realisation Sale Election. The election period for the 2021 Realisation Opportunity (“Election Period”) will commence on 8 September 2021 and end on 16 September 2021.
It is also anticipated that the Company will convene a general meeting (“General Meeting”) to propose resolutions to seek: (i) specific authority for the Company to effect market repurchases of any unplaced elected shares (with the aim of giving the Company greater flexibility to satisfy as many Realisation Sale Elections as possible without having to convert any elected shares into Realisation Shares); and (ii) general authority for the Company to effect market repurchases of Realisation Shares in the future (in the event that Realisation Shares do need to be created and that the Company chooses to return cash to holders of Realisation Shares by way of share repurchases). The Circular will therefore also contain details about these resolutions and a notice of General Meeting. Please note that the 2021 Realisation Opportunity is already provided for under the Articles and is therefore not conditional upon these resolutions being passed. These resolutions are intended to give greater flexibility to the Company to help enhance the delivery of the 2021 Realisation Opportunity. It is anticipated that the General Meeting will take place on 10 September 2021.
Share Issues and Buybacks
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. Furthermore, at the last Annual General Meeting held on 24 September 2020, the Directors were granted the authority to repurchase up to 4,167,967 Ordinary shares, being 14.99% of the Company’s issued share capital. These authorities will expire at the Annual General Meeting to be held on 6 October 2021, when resolutions to renew them will be proposed.
The Company makes use of share buybacks and share issuances with the objective of achieving a sustainable low discount (or premium) to net asset value per share. Shares are not bought back – either for holding in Treasury or for cancellation – unless the result is an increase in the net asset value per ordinary share. Shares will only be re-sold from Treasury or issued as new shares at a premium to the net asset value per ordinary share.
At 30 April 2021, the number of Ordinary shares in issue was 26,929,985. No shares have been issued during the year, and none were issued after the year-end. During the year, 1,125,000 shares were repurchased, but none after the year-end and up to the date of this report.
There are no restrictions concerning the transfer of ordinary shares in the Company, no special rights with regard to control attached to ordinary shares, no agreements between holders of shares regarding their transfer which are known to the Company, and no agreements to which the Company is party that might affect its control following a successful takeover bid.
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. All shares bought back during the financial year and since the year end were cancelled.
Global Greenhouse Gas Emissions
The Company has very low usage of energy and is exempt from the requirements to report on greenhouse gas emissions 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 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
The Company does not maintain premises, hold any physical assets or operations and does not have any employees. Consequently, the Company consumed less than 40,000 kWh of energy during the year in respect of which the Report of the Directors is prepared and therefore is exempt from disclosures required under the Streamlined Energy and Carbon Reporting criteria.
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 under Listing Rule 9.8.4.
Modern Slavery Act 2015
The Company does not provide goods or services in the normal course of business, and as a financial investment vehicle, does not have customers. Therefore, the Directors do not consider that the Company is required to make a statement under the Modern Slavery Act 2015 in relation to slavery or human trafficking. The Company’s suppliers are typically professional advisers and the Company’s supply chains are considered to be low risk in this regard.
Anti-Bribery and Corruption Policy
The Board has adopted a zero tolerance approach to instances of bribery and corruption. Accordingly, it expressly prohibits any Director or associated persons when acting on behalf of the Company, from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the United Kingdom or abroad to secure any improper benefit for themselves or for the Company.
The Board applies the same standards to its service providers in their activities for the Company.
A copy of the Company’s Anti-Bribery and Corruption Policy can be found on its website at www.migoplc.co.uk. This policy is reviewed annually by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal Finances Act 2017, the Board adopted a zero-tolerance approach to the criminal facilitation of tax evasion. A copy of the Company’s policy on preventing the facilitation of tax evasion can be found on the Company’s website at www.migoplc.co.uk. The policy is reviewed annually by the Audit Committee.
Political Donations
The Company has not made and does not intend to make any political donations.
Corporate Governance
The Corporate Governance report, which includes the Company’s corporate governance policies is set out below.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange of information commissioned by the Organisation for Economic Cooperation and Development and incorporated into UK law by the International Tax Compliance Regulations 2015. CRS requires the Company to provide certain additional details to HMRC in relation to certain shareholders. The reporting obligation began in 2016 and is an annual requirement. The Company’s Registrars, Link Group until 11 April 2021 and Computershare Investor Services PLC with effect from 12 April 2021, have been engaged to collate such information and file the reports with HMRC on behalf of the Company.
Articles of Association
Any amendment of the Company’s Articles of Association requires a special resolution to be passed by shareholders.
Proposed Amendments to the Articles of Association
The Board of Directors is proposing to make amendments to the Company’s Articles of Association (the “Articles”) to enable the Directors to determine the time and place of general meetings and the manner in which they are conducted, including the ability to conduct partial or fully digital meetings. The amendments are being sought in response to challenges posed by the UK Government’s restrictions on social interactions as a result of the Covid-19 pandemic, which have made it difficult and often impossible for shareholders to attend physical meetings, and the resultant increase in use of remote working technology. The key changes proposed to be introduced in the articles and their effect are set out below.
A meeting can be wholly virtual if attendees participate only by way of electronic means or a meeting may be “hybrid”, where some attendees are based in a single physical location and others attend electronically. Certain consequential changes to facilitate this amendment have been made throughout the new Articles.
The Board is committed to ensuring that, under normal circumstances, general meetings (including annual general meetings) will incorporate a physical meeting where shareholders can meet with the Board in person.
In addition to the changes relating to general meetings, other technical changes have been made so that the Articles conform to other legislation applicable to companies, as currently in force and current best practice, in particular changes have been made to provisions designed to enable the Company to comply with its obligations under various tax reporting requirements.
The proposed new Articles (marked to show the proposed changes) will be available for inspection on the Company’s website, www.migoplc.co.uk, and at the Company’s registered office, from the date of this document until the close of the Annual General Meeting, and will also be available for inspection at the venue of the Annual General Meeting from fifteen minutes before and during the Annual General Meeting. Should it be impossible to view the proposed new Articles at the registered office, then an electronic copy can also be requested from the Company Secretary by writing to info@frostrow.com.
Annual General Meeting
The full Notice of the Annual General Meeting together with explanatory notes is set out at the end of this document. In addition to the ordinary business of the meeting, the following resolutions will be proposed as special business:
Resolution 9: Authority to allot shares up to approximately one-third of the ordinary shares in issue;
Resolution 10: Authority to issue new shares or sell shares from Treasury for cash, up to approximately 10% of the Company’s issued ordinary shares, at a price per share not less than the net asset value per share, and to disapply pre-emption rights in respect of those shares;
Resolution 11: Authority to buy back up to 14.99% of shares in issue at the time of the AGM, either for cancellation or for placing into Treasury;
Resolution 12: Authority to hold general meetings (other than AGMs) on at least 14 days’ notice; and
Resolution 13: To adopt the draft Articles of Association produced to the meeting as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company’s existing Articles of Association. Please see above for details of the changes.
Resolution 9 will be put to shareholders as an ordinary resolution and Resolutions 10 to 13 will be proposed as special resolutions.
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 resolutions to be passed.
Recommendation
The Directors consider that all the resolutions to be proposed at the AGM 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.
AGM Arrangements
The Board very much hopes that it will be possible to hold the AGM in person on 6 October 2021 and looks forward to meeting shareholders then. However, shareholders should note that at the time of writing this annual report, it is not clear whether it will be possible to hold a physical AGM or whether further social distancing rules will necessitate a much pared-down AGM in order to guarantee everyone’s safety and well-being in view of Covid-19. In case the decision has to be made that the Board can only conduct the minimal statutory business at the AGM, without a live presentation from the Investment Managers and without the opportunity for shareholders to meet with the Board, then arrangements will be made on the Company’s website for shareholders to view the Managers’ presentation and to ask questions.
Shareholders are encouraged to view the Company’s website, www.migoplc.co.uk for further information nearer the time. Questions can be submitted to the Company Secretary at info@frostrow.com.
Shareholders are also strongly encouraged to exercise their votes in respect of the meeting in advance by returning their form of proxy. Voting by proxy will ensure that all shareholders’ votes are registered in the event that attendance at the AGM is not possible or restricted or if the meeting is postponed. Further details about the voting process can be found in the Notice of Meeting below.
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 Auditors are unaware and each Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditors are 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
Richard Davidson
Chairman
19 July 2021
Corporate Governance Report
The Board and its Committees
Responsibility for effective governance lies with the Board whose role is to promote the long-term success of the Company. The Governance framework of the Company reflects the fact that as an externally-managed investment company it has no employees and outsources portfolio management to Premier Portfolio Managers Limited and company management, company secretarial, administrative and marketing services to Frostrow Capital LLP. The Board generates value for shareholders through its oversight of the service providers and management of costs associated with running the Company.
The Board
Chairman – Richard Davidson
Senior Independent Director – Michael Phillips
Two additional non-executive Directors, all considered independent.
Key responsibilities:
· to provide leadership and set strategy, values and standards within a framework of prudent effective controls which enable risk to be assessed and managed;
· to ensure that a robust corporate governance framework is implemented; and
· to challenge constructively and scrutinise performance of all outsourced activities.
Audit Committee
Chairman: Katya Thomson
All independent Directors
(The Chairman of the Board is also a member of the Committee)
Key responsibilities:
· to monitor the integrity of the Company’s annual report and financial statements and of the half-yearly report;
· to oversee the risk and control environment; and
· to have primary responsibility for the relationship with the Company’s external auditor, to review their independence and performance, and to determine their remuneration.
Meetings are held at least twice yearly and are arranged to coincide with the publication of the Company’s financial statements.
The Audit Committee Report is set out below.
Management Engagement Committee
Chairman: Richard Davidson
All independent Directors
Key responsibilities:
· to review the performance of the AIFM and the Investment Manager’s obligations under the IMA and Delegation Agreement and to consider any variation to the terms of these agreements; and
· to review regularly the contracts, the performance and remuneration of the Company’s other principal service providers.
Meetings are held at least once a year.
The work of the Management Engagement Committee is set out in the Business Review.
Copies of the full terms of reference, which clearly define the responsibilities of each committee, can be obtained from the Company Secretary and can be found on the Company’s website at www.migoplc.co.uk. They will also be available for inspection at the Annual General Meeting.
The Directors have decided that, given the size of the Board, it is not necessary to form separate remuneration and nomination committees. The duties that would normally fall to those committees are carried out by the Board as a whole.
Corporate Governance Statement
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.
The Board of Miton Global Opportunities plc has considered the principles and recommendations of the AIC Code of Corporate Governance published in February 2019 (the “AIC Code”). The AIC Code addresses all the principles set out in the UK Corporate Governance Code (the “UK Code”), as well as setting out additional provisions on issues that are of specific relevance to the Company.
The Board considers that reporting against the principles and provisions of the AIC Code (which has been endorsed by the Financial Reporting Council) will provide better information to shareholders. By reporting against the AIC Code, the Company meets its obligations under the UK Code (and associated disclosure requirements under paragraph 9.8.6 of the Listing Rules) and as such does not need to report further on issues contained in the UK Code which are irrelevant to the Company as an externally-managed investment company, including the provisions relating to the role of the chief executive, executive directors’ remuneration and the internal audit function.
The AIC Code is available on the AIC’s website www.theaic.co.uk and the UK Code can be viewed on the Financial Reporting Council website www.frc.org.uk. The AIC Code includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies.
The Company has complied with the principles and provisions of the AIC Code.
The Chairman of the Board is also a member of the Audit Committee, but this is considered acceptable due to the small number of Directors. However, under the terms of reference of the Audit Committee, the Chairman of the Board may not act as the Chairman of the Audit Committee.
The Corporate Governance Statement forms part of the Report of the Directors.
The Board
The Board is responsible for the effective governance and the overall management of the Company’s affairs. The governance framework of the Company reflects the fact that as an investment company it outsources investment management services to Premier Portfolio Managers Limited as AIFM and company secretarial, administration and marketing services to Frostrow Capital LLP.
The Board’s key responsibilities are to set the strategy, values and standards; to provide leadership within a controls framework which enable risks to be assessed and managed; to challenge constructively and scrutinise performance of all outsourced activities; and to review regularly the contracts, performance and remuneration of the Company’s principal service providers and Investment Manager. 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.
The role of the Board is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on which the Company generates and preserves value over the long term. The Strategic Report describes how opportunities and risks to the future success of the business have been considered and addressed, the sustainability of the Company’s business model and how its governance contributes to the delivery of its strategy.
The Company’s Objective and Investment Policy are set out in the Business Review.
The purpose and strategy of the Company are described in the Strategic Report.
Strategy issues and all material operational matters are considered at Board meetings.
Board Culture
The Board aims to enlist differences of opinion, unique vantage points and areas of expertise. The Chairman encourages open debate to foster a supportive and co-operative approach for all participants. Strategic decisions are discussed openly and constructively.
The Board aims to be open and transparent with shareholders and other stakeholders, and for the Company to conduct itself responsibly, ethically and fairly in its relationships with service providers.
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 approaches, backgrounds, skills, knowledge 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.
The Board of Directors of the Company currently comprises one female and three male Directors.
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 Phillips has held office for 17 years, since the launch of the Company in 2004, and Mr van Cutsem has held office for over 11 years, since 31 March 2010. 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.
Induction/Development
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 have the opportunity of meeting with the Chairman and relevant persons at the AIFM, Investment Manager and Company Secretary.
Directors are also given key information on the Company’s regulatory and statutory requirements as they arise including information on the role of the Board, matters reserved for its decision, the terms of reference for the Board committees, the Company’s corporate governance practices and procedures and the latest financial information. Directors are encouraged to participate in training courses where appropriate.
Policy on Tenure
The Board subscribes to the view 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 on the overall length of service of any of the Company’s Directors, including the Chairman. 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
An evaluation of the Board and its Committees as well as the Chairman and the individual Directors is carried out annually. In addition to evaluations carried out by the Board collectively, the Management Engagement and Remuneration Committee on behalf of the Board considers annually whether an external evaluation should be undertaken by an independent agency.
The Chairman acts on the results of the Board’s evaluation by recognising the strengths and addressing the weaknesses of the Board and recommending any areas for development. If appropriate, the Chairman will propose that new members are appointed to the Board or will seek the resignation of Board Directors.
During the year ended 30 April 2021, the performance of the Board, its committees and individual Directors (including each Director’s independence) was again evaluated through a formal assessment process led by the Chairman. This involved the circulation of a Board and Committee evaluation checklist, tailored to suit the nature of the Company, followed by discussions between the Chairman and each of the Directors. The performance of the Chairman was evaluated by the other Directors under the leadership of the Senior Independent Director.
As part of the Board evaluation discussions, each of the Directors also assessed the overall time commitment of their external appointments and it was concluded that all Directors have sufficient time to discharge their duties. All Directors have attended all scheduled Board and Committee meetings and have made themselves available for ad hoc discussions where necessary.
The Chairman is satisfied that the structure and operation of the Board continues to be effective and relevant and that there is a satisfactory mix of skills, experience and knowledge of the Company. The Board has considered the position of all the Directors including the Chairman as part of the evaluation process and believes that it would be in the Company’s best interests to recommend them for re-election at the forthcoming AGM.
Board Composition and Succession
The Board has approved a composition and succession plan to ensure that the Board members collectively (i) display the necessary balance of professional skills, experience, length of service and industry/Company knowledge; and (ii) are fit and proper to direct the Company’s business with prudence and integrity. This plan is reviewed annually and at such other times as circumstances may require.
To this end, the Board collectively reviews all appointments to the Board and its Committees and, if necessary, following a skills review of the current Directors, will seek to add persons with complementary skills or who possess skills and experience which might fill any gaps in the Board’s knowledge or experience and who can devote sufficient time to the Company to carry out their duties effectively.
The Board will ensure that a robust recruitment process is undertaken for all directors’ appointments to deliver fair and effective selection outcomes. Independent advisors will be appointed to aid directors’ recruitment and to help to mitigate the risk of self-selection from a narrow pool of candidates. The Board will ensure that any search agency used has no connection with the Company or any of the Board members and that the appropriate disclosure is made in the next annual report.
Achieving a diversity and balance of skills and knowledge in the Board will be a key determinant of any new appointments. Selecting the best candidate, irrespective of background is paramount. This will benefit the effectiveness of the Board by creating a breadth of perspective among directors.
The Board supports the principle of boardroom diversity, of which gender is one important aspect, and the recommendations of Lord Davies’ review. The Board’s aim is to have a broad range of approaches, backgrounds, skills and experience represented on the Board to make appointments on merit against objective criteria, including diversity.
Chairman and Senior Independent Director (“SID”)
The current Chairman, Mr Davidson, is deemed by his fellow independent Board members 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 as well as the Chairman of Aberforth Smaller Companies Trust plc and the Board considers that he has sufficient time to commit to the Company’s affairs as necessary.
Mr Phillips is the Company’s Senior Independent Director. He is a director of Rockford Capital Limited, Zestec Asset Management Limited and Tyndall Investment Management Limited, and the Board considers that he has sufficient time to commit to the Company’s affairs as necessary.
Responsibilities of the Chairman and the SID
The Chairman’s primary role is to provide leadership to the Board, assuming responsibility for its overall effectiveness in directing the Company. The Chairman is responsible for:
· taking the chair at general meetings and Board meetings, conducting meetings effectively and ensuring that all Directors are involved in discussions and decision making;
· setting the agenda for Board meetings and ensuring the Directors receive accurate, timely and clear information for decision-making;
· taking a leading role in determining the Board’s composition and structure;
· overseeing the induction of new directors and the development of the Board as a whole;
· leading the annual board evaluation process and assessing the contribution of individual directors;
· supporting and also challenging the Investment Manager (and other suppliers where necessary);
· ensuring effective communications with shareholders and, where appropriate, stakeholders; and
· engaging with shareholders to ensure that the Board has a clear understanding of shareholders’ views.
The Senior Independent Director (“SID”) serves as a sounding board for the Chairman and acts as an intermediary for other Directors and shareholders. The SID is responsible for:
· working closely with the Chairman and providing support;
· leading the annual assessment of the performance of the Chairman;
· holding meetings with the other non-executive Directors without the Chairman being present, on such occasions as necessary;
· carrying out succession planning for the Chairman’s role;
· working with the Chairman, other Directors and shareholders to resolve major issues; and
· being available to shareholders and other Directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication (i.e. through the Chairman or the Investment Manager).
Directors’ Other Commitments
During the year, save for the details set out in their brief biographies, none of the Directors took on any significant new commitments or appointments. All of the Directors consider that they have sufficient time to discharge their duties.
Conflicts of Interest
Company Directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company.
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, with the exception of the continued appointment of Kepler Partners LLP (“Kepler”) as a service provider to the Company when Mr van Cutsem, a founding partner of Kepler, abstained from the decision made by the Board. More information about Kepler as a related party can be found in note 16 to the Financial Statements. Appropriate authorisation will be sought prior to the appointment of any new director or if any new conflicts or potential conflicts arise.
Board Meetings
The Board meets formally at least four times each year. The primary focus at regular Board meetings is the review of investment performance and associated matters, including asset allocation, marketing and investor relations, peer group information and industry issues. The Board reviews key investment and financial data, revenue and expenses projections, analyses of asset allocation, transactions, gearing policy, cash management, customised performance metrics and performance comparisons, share price and net asset value performance. The Board’s approach to addressing the Investment Manager’s and the Company’s share price performance during the year is described in the Chairman’s Statement.
The Board is responsible for setting the Company’s corporate strategy and reviews the continued appropriateness of the Company’s investment objective, investment strategy and investment restrictions at each meeting.
Meeting Attendance
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 2021, the number of scheduled Board and Committee meetings held and attended by each Director was as below. There were also a number of ad hoc Board meetings to consider matters such as the approval of regulatory announcements and the Company’s new website. With the exception of one conference call which could not be attended by one Director due to being abroad on business, all other ad hoc meetings were attended by all Board members.
| Management | |||
| Audit | Engagement | ||
| Board | Committee | Committee | |
| meetings | meetings | meetings | |
| (4) | (3) | (1) | |
| Richard Davidson | 4 | 3 | 1 |
| Michael Phillips | 4 | 3 | 1 |
| Katya Thomson | 4 | 3 | 1 |
| Hugh van Cutsem | 4 | 3 | 1 |
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters reserved for its decision. This includes, inter alia, the following:
· Decisions relating to the strategic objectives and overall management of the Company, including the appointment or removal of the Investment Manager and other service providers, establishing the investment objectives, strategy and performance comparators, the permitted types or categories of investments and the proportion of assets that may be invested in them.
· Requirements under the Companies Act 2006, including approval of the half-year and annual financial statements, recommendation of the final dividend (if any), the appointment or removal of the Company Secretary, and determining the policy on share issuance and buybacks.
· Matters relating to certain Stock Exchange requirements and announcements, the Company’s internal controls, and the Company’s corporate governance structure, policies and procedures.
· Matters relating to the Board and its Committees, including the terms of reference and membership of the committees, and the appointment of directors (including the Chairman and the SID).
Day-to-day investment management is delegated to Premier Portfolio Managers Limited and operational management is delegated to Frostrow.
The Board takes responsibility for the content of communications regarding major corporate issues although Premier Portfolio Managers Limited or Frostrow may act as spokesman. The Board is kept informed of relevant promotional material that is issued by Premier.
Risk Management and Internal Controls
The Board has overall responsibility for the Company’s risk management and internal control systems and for reviewing their effectiveness. The Company applies the guidance published by the Financial Reporting Council on internal controls. Internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the business objective and can provide only reasonable and not absolute assurance against material misstatement or loss. These controls aim to ensure that the assets of the Company are safeguarded, that proper accounting records are maintained and that the Company’s financial information is reliable. The Directors have a robust process for identifying, evaluating and managing the significant risks faced by the Company, which are recorded in a risk matrix. The Audit Committee, on behalf of the Board, considers each risk as well as reviewing the mitigating controls in place. Each risk is rated for its “likelihood” and “impact” and the resultant numerical rating determines its ranking into ‘Principal/Key’, ‘Significant’ or ‘Minor’. This process was in operation during the year and continues in place up to the date of this report. The process also involves the Audit Committee receiving and examining regular reports from the Company’s principal service providers. The Board then receives a detailed report from the Audit Committee on its findings. The Directors have not identified any significant failures or weaknesses in respect of the Company’s internal control systems.
Information on the Company’s financial, strategic and operational risk management can be found in the Strategic Report.
Relationship with the Investment Manager
At each Board meeting, representatives from the AIFM and the Investment Manager are in attendance to present verbal and written reports covering their 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. The Investment Managers also seek approval for specific transactions which they are required to refer to the Board.
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.
The Management Engagement Committee evaluates the AIFM and Investment Manager’s performance and reviews the terms of the Investment Management Agreement at least annually. The outcome of this year’s review is described in the Business Review.
Relationship with Other Service Providers
Representatives from Frostrow are in attendance at each Board meeting to address questions on the Company’s operations, administration and governance requirements.
The Management Engagement Committee monitors and evaluates all of the Company’s other service providers, including Frostrow, and also the Custodian, the Registrars and the Brokers. At the most recent review, in July 2021, the Committee concluded that all the service providers were performing well and should be retained on their existing terms and conditions.
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.
Legal advice was sought during the year in respect of the 2020 Annual General Meeting which had to be held under lockdown conditions, with no shareholders being allowed to attend. During these highly unusual conditions brought about by the Covid-19 pandemic, the Board wished to safeguard that everything was done to ensure that shareholders were enabled to have a say in Company matters.
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 information and reports and that statutory obligations of the Company are met.
Relations with Shareholders
A detailed analysis of the substantial shareholders in the Company is provided to the Directors at each Board meeting. Representatives of Premier Miton and Frostrow Capital LLP regularly meet with institutional shareholders and private client asset managers to discuss strategy and to understand their issues and concerns and, if applicable, to discuss corporate governance issues. The results of such meetings are reported at the following Board meeting.
Regular reports from the Company’s corporate stockbroker are submitted to the Board on investor sentiment, industry issues and trends.
The Company aims to provide shareholders with a full understanding of the Company’s investment objective, policy and activities, its performance and the principal investment risks by means of informative annual and half-yearly reports. This is supplemented by the daily publication of the net asset value of the Company’s shares through the London Stock Exchange. The Company’s website, www.migoplc.co.uk is regularly updated and provides useful information about the Company, including the Company’s financial reports, monthly factsheets, Manager’s commentaries, podcasts and announcements. The Company also held a number of webinars for investors.
Shareholders wishing to communicate with the Chairman, or any other member of the Board, may do so by writing to the Company, for the attention of the Company Secretary at the offices of Frostrow Capital LLP or by email at info@frostrow.com. Subject to any Covid-19 restrictions, all shareholders are encouraged to attend the Annual General Meeting, where they are given the opportunity to question the Chairman, the Board and the Investment Managers. The Directors welcome the views of all shareholders and place considerable importance on communications with them.
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, where this form of communication is chosen. It is also possible to download the Annual Report and other documents from the Company’s website at www.migoplc.co.uk.
Socially Responsible Investment
The Company’s investment activities and day to day management is delegated to the Investment Manager, the Manager and other third parties. As an investment trust, the Company has no direct social, community, employee or environmental responsibilities. Its principal responsibility to shareholders is to ensure that the investment portfolio is properly managed and invested. As detailed in the Business Review, the management of the portfolio has been delegated to the Company’s Investment Manager.
In light of the nature of the Company’s business there are no relevant human rights issues and the Company does not have a human rights policy.
Stewardship and the Exercise of Voting Powers
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.migoplc.co.uk.
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.
Significant Holdings and Voting Rights
Details of the shareholders with substantial interests in the Company’s shares, the Directors’ authorities to issue and repurchase the Company’s shares, and the voting rights of the shares are set out in the Report of the Directors.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities describes the Directors’ responsibility for preparing this annual report.
The Audit Committee Report explains the work undertaken to allow the Directors to make this statement and to apply the going concern basis of accounting. It also sets out the main roles and responsibilities and the work of the Audit Committee throughout the year, and describes the Directors’ review of the Company’s risk management and internal control systems.
A description of the principal risks facing the Company and an explanation of how they are being managed is provided in the Strategic Report.
The Board’s assessment of the Company’s longer-term viability is set out in the Report of the Directors.
Remuneration
The Directors’ Remuneration Report sets out the levels of remuneration for each Director and explains how Directors’ remuneration is determined.
By order of the Board
Frostrow Capital LLP
Company Secretary
19 July 2021
Audit Committee Report
I am pleased to present the Audit Committee (the “Committee”) Report for the year ended 30 April 2021. The Committee met three times during the year under review and once following the year end.
Composition
Due to the small size of the Board, the Audit Committee comprises all the Directors whose biographies are set out above, including the Chairman. In accordance with the terms of reference of the Committee, the Chairman of the Board may be a member provided he or she was independent on his/ her appointment as chairman, but may not act as the Committee Chairman. All Directors are non-executive and are considered independent, as discussed in the Report of the Directors. 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.
The Company’s Auditors are invited to attend meetings as necessary. Representatives of the AIFM and Investment Manager may also be invited. The Company Secretary acts as the Secretary to the Audit Committee.
Responsibilities of the Committee
The Committee’s responsibilities are set out in formal terms of reference which are available on the Company’s website www.migoplc.co.uk and which are reviewed annually. The Committee’s primary responsibilities are:
· to monitor the integrity of the financial statements of the Company, including its Annual and Half-Yearly Reports and any other formal announcements of the Company relating to its financial performance, and to review and to report to the Board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the Auditors;
· to review the effectiveness of the Company’s internal financial controls and of the internal control and risk management systems of the company and its third-party service providers;
· to receive and consider reports from the Compliance Officer of the Investment Manager and AIFM;
· 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 Auditors, their terms of engagement and their remuneration;
· to review the scope, results, cost effectiveness, independence and objectivity of the external Auditors;
· to review the policy on the engagement of the external Auditors to supply non-audit services and considering relevant guidance regarding the provision of non-audit services by the external audit firm; and
· to consider the need for an internal audit function.
Matters Considered in the Year
During the year, the Committee has:
· reviewed the internal controls and risk management systems of the Company and its third party service providers;
· received and discussed with PricewaterhouseCoopers LLP (“PwC”) their report on the results of the 2021 audit;
· agreed the audit plan and fee for the 2021 audit with PwC, including the principal areas of focus;
· reviewed the Company’s financial statements and advised the Board accordingly;
· considered the implications of Covid-19 for the Company’s investment performance viability as well as for the Company’s service providers; and
· received and discussed with PwC their report on the results of the 2020 audit.
Significant Reporting Matters
The significant reporting matter considered by the Committee during the year was:
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 Custodian. The Committee discussed the controls and process with Frostrow and the AIFM. Having reviewed the process controls, the Committee confirmed that they were satisfied that the investments had been valued correctly and the Company’s ownership was appropriately documented.
The portfolio contains a significant number of holdings where the investee company is in a process of realisation/liquidation. As at 30 April 2021, 9 out of 44 holdings (2020: 10 out of 46 holdings) were in a process of realisation, representing 7.7% (2020: 13.0%) 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.
Recognition of Revenue from Investments
The Committee took steps to gain an understanding of the processes in place to record investment income and transactions. The Committee sought confirmation that all dividends receivable have been accounted for correctly.
Other Reporting Matters
Accounting Policies
The current accounting policies have been applied consistently throughout the year and the prior period where applicable.
Going Concern
Having reviewed the Company’s financial position and liabilities, the Committee is satisfied that it is appropriate for the Board to prepare the financial statements on the going concern basis. Further detail is provided in the Business Review.
Viability Statement
The Audit Committee also considered the Company’s financial position and principal risks in connection with the Board’s statement on the longer term viability of the Company, which is set out in the Business Review.
The Committee reviewed the Company’s financial position (including its cash flows and liquidity position), the principal risks and uncertainties and the results of stress tests and scenarios which considered the impact of severe stock market volatility on shareholders’ funds. This included modelling further substantial market falls, and significantly reduced market liquidity, to that experienced recently in connection with the coronavirus pandemic. The scenarios assumed that there would be no recovery in asset prices and that listed portfolio companies which have cut or cancelled their dividends since the coronavirus outbreak would not reinstate them.
The results demonstrated the impact on the Company’s NAV, its expenses, its cash flows and its ability to meet its liabilities. In even the most stressed scenario, the Company was shown to have sufficient cash, or to be able to liquidate a sufficient portion of its listed holdings, in order to be able to meet its liabilities as they fall due. Based on the information available to the Directors at the time, the Committee therefore concluded it was reasonable for the Board to expect that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three financial years.
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 following the Independent Auditors’ Report.
Covid-19
The Covid-19 pandemic commenced towards the end of the Company’s 2020 financial year and the Committee gave in-depth consideration to its potential effects on the Company. Despite initial volatility in line with markets world-wide, the Company’s performance has remained robust and, by the end of the 2021 financial year, has soared. The long-term effect of the pandemic on the global economy and, in particular, emerging markets will become clearer in time and the Committee will continue to monitor the impact of Covid-19, which is also captured in the Company’s risk register.
In order to mitigate the business risks caused by the pandemic, the Committee continues to review the operational resilience of its various service providers, who have continued to demonstrate their ability to provide services to the expected level, whilst doing so remotely.
Internal Controls and Risk Management
The Board has overall responsibility 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 key risks that the Company faces, the likelihood of their occurrence and their potential impact, how these risks are monitored and the mitigating controls put 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 considers whether any new risks are emerging as a result of any such changes and any significant changes to the risk matrix are discussed with the Board.
The main new risk which has emerged since the start of 2020, is the risk posed by the Covid-19 pandemic and the risk matrix has been amended to take account of the impact of Covid-19 on various aspects of the Company’s operations and investment management. There were no other fundamental changes to the Company’s risk management processes during the year and no significant failings or weaknesses were identified from the Committee’s most recent risk review.
The Committee acknowledges that the Company is reliant on the systems utilised by its service providers. The Committee receives internal controls reports from, and reviews the internal controls in place at, the Investment Manager and AIFM twice annually. The internal controls reports from its other principal service providers – from Frostrow Capital LLP, the Company’s Administrator and Company Secretary; from the Custodian, The Bank of New York Mellon (International) Limited; and from Computershare Investor Services PLC, the Registrars (previously, up to 11 April 2021, Link Group) - are reviewed on an annual basis. In view of Covid-19, in particular, all of the Company’s service providers were asked about their Covid-19 business continuity resilience, cyber security and fraud prevention procedures. Following this review, the Committee concluded that there were no significant control weaknesses or other issues that needed to be brought to the attention of the Board.
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 Auditors
The Audit
The nature and scope of the audit for the year under review, together with PricewaterhouseCoopers LLP’s (“PwC”) audit plan, were considered by the Committee on 4 March 2021 and subsequently discussed with PwC by the Audit Committee Chairman prior to the commencement of audit field work. The Committee then met PwC on 8 July 2021 to formally review the outcome of the audit and to discuss the limited issues that arose. The Committee also discussed the presentation of the Annual Report with the Auditors and sought their perspective.
Independence and Effectiveness
In order to fulfil the Committee’s responsibility regarding the independence of the Auditors, the Committee reviewed:
· the senior audit personnel in the audit plan for the year;
· the Auditors’ arrangements concerning any conflicts of interest;
· the extent of any non-audit services;
· the statement by the Auditors that they remain independent within the meaning of the regulations and their professional standards; and
· the Auditors’ independence.
In order to consider the effectiveness of the Audit process, the Committee reviewed:
· the Auditors’ fulfilment of the agreed audit plan;
· the report arising from the audit itself; and
· feedback from Frostrow.
A summary of the Company’s policy on the provision by the Auditors of non-audit services to the Company can be found below.
The Committee is satisfied with the Auditors’ independence and the effectiveness of the audit process, together with the degree of diligence and professional scepticism brought to bear.
The audit fee for the year ended 30 April 2021 was £41,900 (2020: £27,935).
Appointment and Tenure
PwC were appointed in September 2016 to audit the financial statements for the year ended 30 April 2017 and subsequent financial periods. The period of permitted total uninterrupted engagement is five years. Ms Felicity Rees was the Engagement Leader allocated to the Company by PwC up until 2020, for a period of four years in total. She has now been succeeded as Engagement Leader by Mr Kevin Rollo.
In accordance with current legislation, the Company is required to conduct an audit tender process at least every 10 years and will have to change its auditor after a maximum of 20 years. In addition, the nominated Engagement Leader will be required to rotate after serving a maximum of five years with the Company; it is therefore anticipated that Mr Rollo will serve as Engagement Leader until completion of the audit process in 2025. The Company has complied throughout the year ended 30 April 2021 with the provisions of the Statutory Audit Services Order 2014, issued by the Competition and Markets Authority.
The re-appointment of PricewaterhouseCoopers LLP as Auditors to the Company will be submitted for shareholder approval, together with a separate resolution to authorise the Committee to reconfirm the remuneration of the Auditors, at the AGM to be held on 6 October 2021.
Non-Audit Services
In accordance with the Company’s non-audit services policy, the Audit Committee reviews the scope and nature of all proposed non-audit services before engagement to ensure that auditor independence and objectivity are safeguarded. The audit policy includes a list of non-audit services which may be provided by the Auditors as long as there is no apparent threat to independence, as well as a list of services which are prohibited. Non-audit services are capped at 70% of the average of the statutory audit fees for the preceding three years.
No non-audit services were provided by the Auditors during the year ended 30 April 2021 (2020: none).
Effectiveness of the Committee
A formal internal Board review which included reference to the Audit Committee’s effectiveness was undertaken by the Chairman of the Company during the year. As part of the evaluation, the Committee reviewed the following:
· the composition of the Committee;
· the leadership of the Committee Chairman;
· the Committee’s monitoring of compliance with corporate governance requirements;
· the Committee’s review of the quality and appropriateness of financial accounting and reporting;
· the Committee’s review of significant risks and internal controls; and
· the Committee’s assessment of the independence, competence and effectiveness of the Company’s external Auditors.
It was concluded that the Committee was performing satisfactorily and there were no formal recommendations made to the Board.
Katya Thomson
Audit Committee Chairman
19 July 2021
Directors’ Remuneration Report
for the year ended 30 April 2021
Statement from the Chairman
I am pleased to present the Directors’ Remuneration Report for the year ended 30 April 2021. 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, PricewaterhouseCoopers LLP, to audit the Directors’ fees and beneficial interests. Where disclosures have been audited, they are indicated as such. The Auditors’ opinion is included in the Independent Auditors’ Report.
The Board considers the framework for the remuneration of the Directors on an annual basis. It reviews the ongoing appropriateness of the Company’s remuneration policy and the individual remuneration of Directors by reference to the activities of the Company and comparison with other companies of a similar structure and size. This is in line with the AIC Code.
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 2021, the fees were set at the rate of £29,500 per annum for the Chairman, £22,000 per annum for other non-executive Directors, and £26,000 per annum for the Chairman of the Audit Committee. As set out in last year’s annual report, this increase of £2,000 for each Director had been the first increase in Directors’ fees in five years. Going forward, it is intended to make more regular, smaller increases to ensure alignment with market rates.
With effect from 1 May 2021, and in accordance with our remuneration policy which states that Directors’ remuneration is determined with reference to comparable organisations and appointments, all Directors’ fees were increased by 1%, in line with the Consumer Price Index (“CPI”), and rounded up to the nearest £100, in order to bring them more in line with the market. 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 | Percentage | |
| 30 April | 30 April | 30 April | 30 April | 30 April | 30 April | change in | |
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | remuneration | |
| £ | £ | £ | £ | £ | £ | (%) | |
| Richard Davidson (Chairman) | 29,500 | 27,500 | 1,363 | – | 30,863 | 27,500 | 12.2% |
| Michael Phillips | 22,000 | 20,000 | 1,063 | 1,025 | 23,063 | 21,025 | 9.7% |
| Katya Thomson (Audit Committee Chairman) | 26,000 | 24,000 | – | – | 26,000 | 24,000 | 8.3% |
| Hugh van Cutsem | 22,000 | 20,000 | – | – | 22,000 | 20,000 | 10.0% |
| 99,500 | 91,500 | 2,426 | 1,025 | 101,926 | 92,525 | 10.2% | |
* 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.
The Directors’ fees set out in the table above exclude any employers’ national insurance contributions, if applicable. No other forms of remuneration were received by the Directors and therefore, the fees represent the total remuneration of each Director.
No payments were made to former directors of the Company during the year other than set out in the table above.
Other Benefits
The Company’s Articles of Association provide that Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings. The claims for taxable expenses are set out in the table above.
No pension schemes or other similar arrangements have been established for the Directors and no Director is entitled to any pension or similar benefits pursuant to their Letters of Appointment.
Loss of Office
Directors do not have service contracts with the Company but are engaged under Letters of Appointment. These specifically exclude any entitlement to compensation upon leaving office for whatever reason.
Performance
The graph below compares the total return (assuming all dividends are sterling reinvested) to Ordinary shareholders, compared with the FTSE All-Share Index and the Company’s Benchmark of 3-month SONIA plus 2%.
[The Annual Report shows a graph here].
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 persons closely associated with them, in the Ordinary shares of the Company are set out below:
| At 30 April 2021 | At 30 April 2020 | |
|
Number of shares |
Number of shares |
|
| Richard Davidson | 70,000 | 60,000 |
| Michael Phillips | 200,000 | 200,000 |
| Katya Thomson | 14,000 | 14,000 |
| Hugh van Cutsem | 12,348 | 12,348 |
There have been no changes to any of the above holdings between 30 April 2021 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 2021 | At 30 April 2020 | |
|
Number of shares |
Number of shares |
|
| Nick Greenwood | 170,500 | 166,500 |
Statement of Voting at Annual General Meeting
The Directors’ Remuneration Report for the year ended 30 April 2020 was approved by shareholders at the Annual General Meeting held on 24 September 2020.
5,787,050 votes (98.96%) were in favour, with 60,853 votes (1.04%) against and no votes withheld. Any proxy votes which were at the discretion of the Chairman were included in the “for” total.
Approval
The Directors’ Remuneration Report was approved by the Board of Directors on 19 July 2021 and signed on its behalf by:
Richard Davidson
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 be 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.
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. No communications have been received from shareholders regarding Directors’ remuneration. The Board will consider any comments received from shareholders on the Directors’ Remuneration Policy.
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. All Directors 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 2020. 5,787,050 votes (98.96%) were in favour, with 60,853 votes (1.04%) against and no votes withheld.
In accordance with regulations, an ordinary resolution to approve the Directors’ Remuneration Policy will be put to shareholders at least once every three years, if there have been no proposed changes to the policy in the meantime. Therefore, the Directors’ Remuneration Policy is next expected to be put to shareholders at the AGM in 2023.
| Expected fees | ||
| for year to | Fees for year to | |
| 30 April 2022 | 30 April 2021 | |
| £ | £ | |
| Chairman | 29,800 | 29,500 |
| Audit Committee Chairman | 26,300 | 26,000 |
| Non-executive Director | 22,300 | 22,000 |
| Total aggregate annual fees that may be paid | 150,000 | 150,000 |
Statement of Directors’ Responsibilities in respect of the
Financial Statements
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, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing 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 also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are 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 responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ Confirmations
Each of the Directors, whose names and functions are listed in the Board of Directors’ section confirm that, to the best of their knowledge:
· the Company’s financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 102, give a true and fair view of the assets, liabilities, financial position and profit 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
Richard Davidson
Chairman
19 July 2021
Independent auditors’ 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 2021 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 2021; 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.
We have provided no non-audit services to the company in the period under audit.
Our audit approach
Overview
| Audit Scope | · The company is a standalone Investment Trust company and engages Premier Fund Managers Limited (the “Investment Manager”) via Premier Portfolio 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 company has engaged to provide certain administrative functions. We also used information from Link Alternative Fund Administrators Limited, whom Frostrow Capital LLP 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. |
| Key Audit Matters | · Valuation and existence of investments · Accuracy, occurrence and completeness of dividend income · Consideration of impacts of Covid-19 |
| Materiality | · Overall materiality: £931,451 (2020: £625,920) based on 1% of NAV. · Performance materiality: £698,588. |
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.
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.
Accuracy, occurrence and completeness of dividend income is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year.
| Key audit matter | How our audit addressed the key audit matter |
| Valuation and existence of investments | |
| Total investment value of £90,485,000 as at 30 April 2021 includes £90,312,000 of equities classified as level 1 assets, with the remaining £173,000 (0.2% of total investments) classified as level 3 in the FRS 102 fair value hierarchy (see note 8). We focussed on the valuation and existence of investments as the balance is the most significant financial reporting item within the Annual Report. | In order to address the key audit matter, we: - obtained an understanding of the company's accounting policy. - agreed year end investment holdings to independent confirmation obtained from the Custodian. - performed 100% repricing of the level 1 investments within the portfolio using prices obtained by our valuations team from independent sources. - discussed and understood the basis of valuation used by management to value the level 3 assets, including discussions with the Investment Manager. - used our experience and expertise to assess the appropriateness of the methodology, assumptions and estimates made by management in their valuation. - agreed valuation inputs to third party information where available, such as announcements from the liquidator, and latest share prices. - reviewed the financial statements to ensure completeness and accuracy of valuation disclosures. Our work has confirmed that investment valuations are free from material misstatement. Refer to the key audit matter below for additional work performed in relation to the impact of COVID-19 on investment valuation. |
| Accuracy, occurrence and completeness of dividend income | |
| The company’s dividend income was £1,465,000 in the prior year and has decreased to £1,446,000 for the year to 30 April 2021. We focussed on the accuracy, occurrence and completeness of dividend income as incomplete or inaccurate income could have a material impact on the company’s net asset value and dividend cover. We also focussed on the accounting policy for income recognition and its presentation in the Income Statement as set out in the requirements of the Association of Investment Companies Statement of Recommended Practice (the “AIC SORP”) as incorrect application could indicate a misstatement in income recognition. | - We reviewed the accounting policy for dividend income recognition and assessed that the accounting policies implemented were in accordance with accounting standards and the AIC SORP, and that income has been accounted for in accordance with the stated accounting policy. - We tested the occurrence and accuracy of dividend receipts by agreeing the dividend rates from investments to independent market data. - We also recalculated the dividend income value by multiplying the investment holding and the dividend rate on the ex-dividend date and compared the results to the underlying records. - 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 all listed investments during the year. - We also tested the allocation and presentation of dividend income between the revenue and capital columns of the Income Statement in line with the requirements set out in the AIC SORP by confirming reasons behind dividend distributions. No material issues were identified. |
| Consideration of impacts of COVID-19 | |
| Refer to the Chairman’s Statement, Principal Risks and Uncertainties, the Investment Managers Report and the Going Concern Statement, which disclose the impact of the COVID-19 pandemic. The COVID-19 outbreak was declared a pandemic by the World Health Organisation and since the first quarter of 2020, as well as having a significant adverse humanitarian impact, it has caused significant economic uncertainty globally and disruption to supply chains and travel, slowed global growth and caused volatility in global markets and in exchange rates. This could have an impact on the valuation of investments in the company, available liquidity and operational impacts given the company’s reliance on third parties. The Directors have prepared the financial statements of the company on a going concern basis, and believe this assumption remains appropriate. This conclusion is based on the assessment that, notwithstanding the significant market uncertainties, they are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future and that the company and its key third party service providers have in place appropriate business continuity plans and will be able to maintain service levels throughout the COVID-19 pandemic. | - We evaluated the Directors’ assessment of the impact of the Covid-19 pandemic on the company by: - Evaluating the company’s risk assessment and considering whether it addresses the relevant threats presented by Covid-19. - Evaluating management’s assessment of operational and financial impacts, considering their consistency with other available information and our understanding of the business and assessing the potential impact on the financial statements. - We obtained and evaluated the Directors’ going concern assessment which reflects conditions up to the point of approval of the Annual Report by obtaining evidence to support the key assumptions and forecasts driving the Directors’ assessment. This included reviewing the Directors’ assessment of the company’s financial position and forecasts, their assessment of liquidity as well as their review of the operational resilience of the company and oversight of key third party service providers. - We performed additional procedures to determine whether management has considered the impact of Covid-19 on investment valuations by reviewing the investments portfolio to identify whether there are issues impacting investments valuation post year end. - We assessed the disclosures presented in the Annual Report in relation to Covid-19 by reading the other information, including the Emerging Risks set out in the Strategic Report, and assessing its consistency with the financial statements and the evidence we obtained in our audit. Our conclusions relating to other information are set out in the ‘Reporting on other information’ section of our report. Our conclusions relating to going concern are set out in the ‘Conclusions related to going concern’ section below. |
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 structure of the company, the accounting processes and controls, and the industry in which it operates.
The company is a standalone Investment Trust company and engages Premier Portfolio Managers Limited (the “AIFM”) to manage its assets. We conducted our audit of the Financial Statements using information from Frostrow Capital LLP (the “Administrator”) whom the Directors have appointed to provide all administrative functions as well as Link Alternative Fund Administrators Limited to whom Frostrow Capital LLP has delegated the provision of certain administrative services.
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.
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 company materiality | £931,451 (2020: £625,920). |
| How we determined it | 1% of NAV |
| Rationale for benchmark applied | We believe that net assets are the primary measure used by shareholders in assessing the performance of the company and is a generally accepted auditing benchmark for investment trust audits. |
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to £698,588 for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £46,573 (2020: £31,296) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included:
· evaluating the Directors’ risk assessment and considering whether it addressed relevant threats, including those presented by Covid-19;
· evaluating the Directors’ assessment of potential operational impacts, considering their consistency with other available information and our understanding of the business and assessed the potential impact on the financial statements;
· reviewing the Directors’ assessment of the company’s financial position in the context of its ability to meet future expected operating expenses and debt repayments, their assessment of liquidity as well as their review of the operational resilience of the company and oversight of key third-party service providers; and
· assessing the implication of market performance on the ongoing ability of the company to operate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this 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 and Report of the Directors, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
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 2021 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
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.
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.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the corporate governance report is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:
· The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
· The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated;
· The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
· The directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and why the period is appropriate; and
· The directors’ 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 its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the company and its environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
· The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the company’s position, performance, business model and strategy;
· The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
· The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when 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.
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 in respect of the financial statements, 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to non disclosure of non-compliance with the code of corporate governance as well as breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue (investment income and capital gains) or to increase net asset value, and management bias in judgements made in relation to accounting estimates.
Audit procedures performed by the engagement team included:
· discussions with the investment manager and the Audit Committee, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
· reviewing relevant meeting minutes, including those of the Audit Committee;
· assessment of the company’s compliance with the requirements of section 1158 of the Corporation Tax Act 2010, including recalculation of numerical aspects of the eligibility conditions;
· challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the valuation of unquoted investments;
· identifying and testing journal entries posted throughout the year and in particular manual year end journal entries posted during the preparation of the financial statements; and
· designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
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 obtained 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 5 years, covering the years ended 30 April 2017 to 30 April 2021.
Kevin Rollo (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors London
19 July 2021
Financial Statements
Income Statement
for the year ended 30 April 2021
|
Year ended 30 April 2021 |
Year ended 30 April 2020 |
||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £000 | £000 | £000 | £000 | £000 | £000 | |
| Gains/(losses) on investments | 8 | – | 33,146 | 33,146 | – | (15,059) | (15,059) |
| Exchange losses on capital items | – | (1) | (1) | – | (1) | (1) | |
| Income | 2 | 1,446 | – | 1,446 | 1,467 | – | 1,467 |
| Investment management fee | 3 | (477) | – | (477) | (477) | – | (477) |
| Other expenses | 4 | (544) | – | (544) | (521) | – | (521) |
| Return/(loss) before finance costs and taxation | 425 | 33,145 | 33,570 | 469 | (15,060) | (14,591) | |
| Finance costs | 5 | (67) | – | (67) | (50) | – | (50) |
| Return/(loss) before taxation | 358 | 33,145 | 33,503 | 419 | (15,060) | (14,641) | |
| Taxation | 6 | – | – | – | – | – | – |
| Return/(loss) after taxation | 358 | 33,145 | 33,503 | 419 | (15,060) | (14,641) | |
| Basic and diluted return/(loss) per Ordinary share (pence) | 7 | 1.3 | 120.7 | 122.0 | 1.5 | (53.7) | (52.2) |
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.
The notes form part of these financial statements.
Statement of Changes in Equity
for the year ended 30 April 2021
| Called up | Capital | Share | Total | |||||
| share | redemption | premium | Special | Capital | Revenue | shareholders’ | ||
| capital | reserve | account | reserve | reserve | reserve | funds | ||
| Note | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Balance at 30 April 2019 | 280 | 60 | 24,394 | 10,008 | 43,218 | (789) | 77,171 | |
| Movement for the year | ||||||||
| New issue of shares | 12 | 3 | – | 711 | – | – | – | 714 |
| Buyback of shares for | ||||||||
| cancellation | 12 | (2) | 2 | – | (652) | – | – | (652) |
| (Loss)/return for the year | – | – | – | – | (15,060) | 419 | (14,641) | |
| Balance at 30 April 2020 | 281 | 62 | 25,105 | 9,356 | 28,158 | (370) | 62,592 | |
| Movement for the year | ||||||||
| Buyback of shares for | ||||||||
| cancellation | 12 | (12) | 12 | – | (2,950) | – | – | (2,950) |
| Return for the year | – | – | – | – | 33,145 | 358 | 33,503 | |
| Balance at 30 April 2021 | 269 | 74 | 25,105 | 6,406 | 61,303 | (12) | 93,145 |
The notes form part of these financial statements.
Statement of Financial Position
as at 30 April 2021
| 30 April 2021 | 30 April 2020 | ||
| Note | £000 | £000 | |
| Fixed assets | |||
| Investments | 8 | 90,485 | 60,076 |
| Current assets | |||
| Debtors | 10 | 861 | 357 |
| Cash | 4,035 | 2,286 | |
| 4,896 | 2,643 | ||
| Creditors: amounts falling due within one year | |||
| Bank loans | 11 | (2,000) | – |
| Creditors | 11 | (236) | (127) |
| (2,236) | (127) | ||
| Net current assets | 2,660 | 2,516 | |
| Net assets | 93,145 | 62,592 | |
| Share capital and reserves: | |||
| Called up share capital | 12 | 269 | 281 |
| Share premium account | 25,105 | 25,105 | |
| Capital redemption reserve | 74 | 62 | |
| Special reserve | 6,406 | 9,356 | |
| Capital reserve | 61,303 | 28,158 | |
| Revenue reserve | (12) | (370) | |
| Total shareholders’ funds | 93,145 | 62,592 | |
| Net asset value per Ordinary share (pence) | 13 | 345.9 | 223.1 |
| Number of shares in issue | 26,929,985 | 28,054,985 |
These financial statements were approved by the Board of Directors and authorised for issue on 19 July 2021, and signed on its behalf by:
Richard Davidson
Chairman
Company No. 05020752
The notes form part of these financial statements.
Statement of Cash Flow
for the year ended 30 April 2021
| Year ended | Year ended | ||
| 30 April 2021 | 30 April 2020 | ||
| Note | £000 | £000 | |
| Net cash inflow from operating activities | 14 | 528 | 280 |
| Investing activities | |||
| Purchases of investments | (13,174) | (18,234) | |
| Sales of investments | 15,395 | 15,128 | |
| Net cash inflow/(outflow) from investing activities | 2,221 | (3,106) | |
| Financing activities | |||
| Issuance of new shares | – | 714 | |
| Buyback of shares for cancellation | (2,949) | (652) | |
| Drawdown from revolving credit facility | 2,000 | – | |
| Finance costs paid | (55) | (58) | |
| Net cash (outflow)/inflow from financing activities | (1,004) | 4 | |
| Increase/(decrease) in cash | 1,745 | (2,822) | |
| Reconciliation of net cash flow movement in funds: | |||
| Cash at beginning of year | 2,286 | 5,113 | |
| Exchange rate movements | 4 | (5) | |
| Increase/(decrease) in cash | 1,745 | (2,822) | |
| Increase/(decrease) in net cash | 1,749 | (2,827) | |
| Cash at end of year | 4,035 | 2,286 |
The notes form part of these financial statements.
Notes to the Financial Statements
for the year ended 30 April 2021
1 Accounting policies
The Company is a public limited company (PLC) limited by shares, incorporated in England and Wales, with its registered office at 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”) updated in October 2019.
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. There are no critical accounting judgements made in preparing the financial statements.
The key sources of estimation and uncertainty 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. 0.2% (2020: 1.9%) of the Company’s portfolio is comprised of unquoted investments. These are all valued in line with the accounting policy for investments starting below.
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 borrowing facility 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
In accordance with FRS 102 Section 11: Basic Financial Investments and Section 12: Other Financial Investment Issues, 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 security. 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 loans and finance costs
Bank loans are initially recognised at cost, being the fair value of the consideration received less issue costs where applicable. After initial recognition, bank loans 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 is used to fund any share buy-backs by the Company.
Capital redemption reserve
This reserve arises when shares are bought back by the Company and subsequently cancelled at which point an amount equal to the par value of the shares is transferred from share capital to this reserve. This reserve is not distributable.
Financial assets and liabilities
The only financial assets measured at fair value through profit or loss are the investments held by the Company, refer to note 8. All other financial assets (being Debtors and Cash) are measured at amortised cost. All financial liabilities (being Borrowings and Creditors) are measured at amortised cost.
2 Income
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Income from investments: | ||
| UK dividends | 473 | 711 |
| Unfranked dividend income | 701 | 504 |
| Property income dividends | 272 | 250 |
| 1,446 | 1,465 | |
| Other income: | ||
| Bank deposit interest | – | 2 |
| Total income | 1,446 | 1,467 |
3 Investment management fee
|
Year ended 30 April 2021 |
Year ended 30 April 2020 |
|||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Investment management fee | 477 | – | 477 | 477 | – | 477 |
Further details on the investment management fee arrangements can be found in the Strategic Report.
4 Other expenses
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Frostrow Capital management fees | 193 | 180 |
| Auditors’ remuneration for: | ||
| Audit services (exclusive of VAT) | 42 | 28 |
| Directors’ remuneration* | 102 | 93 |
| Employers NIC on directors’ remuneration | 5 | 5 |
| Legal and professional fees | 1 | 8 |
| Broker fees | 42 | 42 |
| Other expenses | 159 | 165 |
| 544 | 521 |
* See Directors’ Remuneration Report for analysis.
5 Finance costs
|
Year ended 30 April 2021 |
Year ended 30 April 2020 |
|||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Finance costs payable | 67 | – | 67 | 50 | – | 50 |
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 2021 |
Year ended 30 April 2020 |
|||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Corporation tax at 19.0% (2020: 19.0%) | – | – | – | – | – | – |
| Overseas taxation | – | – | – | – | – | – |
The tax charge for the year is lower than (2020: higher than) the standard rate of Corporation Tax in the UK. The differences are explained below:
|
Year ended 30 April 2021 |
Year ended 30 April 2020 |
|||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Return/(loss) before taxation | 358 | 33,145 | 33,503 | 419 | (15,060) | (14,641) |
| Theoretical tax at UK corporation tax rate of 19.0% (2020: 19.0%) | 68 | 6,298 | 6,366 | 80 | (2,862) | (2,782) |
| Effects of: | ||||||
| – Non taxable dividends | (223) | – | (223) | (231) | – | (231) |
| – (Gains)/losses on investment and exchange losses on capital items | – | (6,298) | (6,298) | – | 2,862 | 2,862 |
| – Unrelieved expenses | 155 | – | 155 | 151 | – | 151 |
| Total tax charge/(credit) for the year | – | – | – | – | – | – |
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 £10,470,478 (2020: £9,654,569) 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/(loss) per Ordinary share
The Capital, Revenue and Total Return per Ordinary share are based on the net return/(loss) shown in the Income Statement and the weighted average number of Ordinary shares in issue 27,462,162 (2020: 28,033,264).
There are no dilutive instruments issued by the Company.
8 Investments
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Investment portfolio summary | ||
| Opening book cost | 68,708 | 63,016 |
| Opening investment holding (losses)/gains | (8,632) | 9,262 |
| 60,076 | 72,278 | |
| Analysis of investment portfolio movements | ||
| Opening valuation | 60,076 | 72,278 |
| Movements in the year: | ||
| Purchases at cost | 13,225 | 18,108 |
| Sales – proceeds | (15,962) | (15,251) |
| Net movement in investment holding gains/(losses) | 33,146 | (15,059) |
| Valuation at 30 April | 90,485 | 60,076 |
| Cost at 30 April | 69,549 | 68,708 |
| Investment holding gains/(losses) at 30 April | 20,936 | (8,632) |
| 90,485 | 60,076 |
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 £39,000 (2020: £65,000) and disposals of investments totalled £13,000 (2020: £18,000) for the year. These are included in gains/(losses) on investments in the Income Statement.
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 2021 and 30 April 2020.
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Level 1 | ||
| Quoted equities | 90,242 | 58,857 |
| Preference shares | 70 | 52 |
| Total Level 1 | 90,312 | 58,909 |
| Level 3 | ||
| Equities | 173 | 1,167 |
| Total Level 3 | 173 | 1,167 |
| Total | 90,485 | 60,076 |
Level 1 financial assets are valued at the closing prices quoted by Thomson Reuters as at 30 April 2021 and the Company does not adjust the quoted prices of Level 1 instruments.
The Company held no Level 2 financial assets as at 30 April 2021 or 30 April 2020.
Level 3 financial assets include Better Capital PCC Limited and RENN Universal (2020: RENN Universal and Terra Catalyst) both of which are valued on discounted NAV basis. 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 2021 | 30 April 2020 | |
| Level 3 | Level 3 | |
| £000 | £000 | |
| Opening fair value of investments | 1,167 | 1,125 |
| Sale proceeds | (876) | – |
| Realised loss on sales | (214) | – |
| Transfer from Level 1 | 152 | – |
| Movement in investment holding (losses)/gains | (56) | 42 |
| Closing fair value of investments | 173 | 1,167 |
Level 3 holdings (with value)
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Better Capital PCC Limited | 124 | – |
| RENN Universal | 49 | 828 |
| Terra Catalyst | – | 339 |
| Closing fair value of investments | 173 | 1,167 |
A 5% increase on the NAV of Level 3 investments will increase gains (2020: decrease losses) on investments in the Income Statement by £9,000 (2020: £58,000) and vice versa.
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 2021 | |
| % of voting rights | |
| Security | |
| Chelverton Growth Trust PLC | 11.0% |
| Dunedin Enterprise Investment Trust PLC | 7.3% |
| Baker Steel Resources Trust | 7.3% |
| Geiger Counter (Ordinary Shares) | 5.9% |
| EPE Special Opportunities | 4.8% |
| Downing Strategic Micro Cap Investment Trust plc | 4.5% |
| Cambium Global Timberland | 4.5% |
| Alpha Real Trust | 4.3% |
| River and Mercantile UK Micro Cap Investment Company | 4.0% |
| Real Estate Investors PLC | 3.8% |
| Macau Property Opportunities Fund | 3.6% |
| New Star Investment Trust PLC | 3.3% |
| 30 April 2020 | |
| % of voting rights | |
| Security | |
| Geiger Counter (Subscription Shares) | 11.5% |
| Chelverton Growth Trust PLC | 11.0% |
| Baker Steel Resources Trust | 7.9% |
| Geiger Counter (Ordinary Shares) | 7.8% |
| Dunedin Enterprise Investment Trust PLC | 7.3% |
| Origo Partners (Preference Shares) | 5.7% |
| EPE Special Opportunities | 4.9% |
| Auctus Growth | 4.9% |
| Alpha Real Trust | 4.7% |
| Cambium Global Timberland | 4.5% |
| Downing Strategic Micro Cap Investment Trust plc | 4.3% |
| Henderson Opportunities Trust plc | 4.3% |
| CQS Natural Resources Growth and Income plc | 3.6% |
| Real Estate Investors PLC | 3.6% |
| Macau Property Opportunities Fund | 3.4% |
| New Star Investment Trust PLC | 3.3% |
| Artemis Alpha Trust | 3.3% |
10 Debtors
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Amounts due from brokers | 727 | 164 |
| Dividends and interest receivable | 112 | 150 |
| Prepayments and other debtors | 22 | 43 |
| 861 | 357 |
11 Creditors: amounts falling due within one year
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Bank loans | 2,000 | – |
| Amounts due to brokers | 59 | 7 |
| Other creditors | 177 | 120 |
| 2,236 | 127 |
The Company has a £9,000,000 revolving credit facility, of which £2,000,000 was drawn as at 30 April 2021 (2020: £nil). The loan facility was renewed for another two years in January 2020 and will need to be renewed again in January 2022.
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.
12 Called up share capital
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Allotted, called-up and fully paid: | ||
| 26,929,985 (2020: 28,054,985) Ordinary shares of 1p each | 269 | 281 |
1,125,000 shares were bought back in the year for cancellation and no shares were held in Treasury during the year or at the year end (2020: 250,000 bought back). During the year the Company issued no new (2020: 300,000) shares.
Since the year end, no further shares were bought back for cancellation.
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 £93,145,000 (2020: £62,592,000) and 26,929,985 (2020: 28,054,985) Ordinary shares, being the number of Ordinary shares in issue at the year end.
14 Reconciliation of net return/(loss) before finance costs and taxation to net cash inflow from operating activities
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Return/(loss) before finance costs and taxation | 33,570 | (14,591) |
| Adjustments for: | ||
| (Gains)/losses on investments | (33,146) | 15,059 |
| Exchange losses on capital items | 1 | 1 |
| Increase/(decrease) in creditors | 56 | (87) |
| Decrease/(increase) in debtors | 47 | (102) |
| Net cash inflow from operating activities | 528 | 280 |
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: other price risk, currency risk and interest rate 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; and
· Interest rate risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in interest rates.
· 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’s performance may well diverge significantly from the benchmark.
A list of investments subject to price risk held by the Company at 30 April 2021 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 2021, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £9,049,000 (2020: £6,008,000). 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 five (2020: five) US dollar denominated investments with the sterling equivalent of £6,206,000 (2020: £3,436,000). The Company also held one (2020: one) investment with the sterling equivalent of £84,000 denominated in euro (2020: £127,000).
If sterling strengthens against US dollar and euro 10%, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £572,000. If sterling weakens against US dollar and euro by 10%, it would have the effect of increasing the net capital return before taxation by £690,000.
An analysis of the indirect geographical exposure is shown in the Strategic Report.
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 the Royal Bank of Scotland International (London Branch) plc. The facility was renewed in January 2020 at an interest rate of 1.1% over LIBOR on any drawn balance and 0.55% on any undrawn balance. At 30 April 2021, £2,000,000 is drawn from the facility (2020: undrawn). The effect of an increase of 100 basis points in the interest rate would result in a £15,000 increase on finance cost to the Company’s Income Statement (2020: no impact), and a decrease of 100 basis points in the interest rate would result in an exact opposite impact to the Company’s Income Statement. The amount of borrowings and 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 £4,035,000 (2020: £2,286,000). No interest was received in the year (2020: £2,000).
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 includes 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 £4,035,000 (2020: £2,286,000) 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.
As at 30 April 2021, the credit risk exposure on the Company’s financial assets is £4,896,000 (2020: £2,643,000).
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 2021 | 30 April 2020 | |
| £000 | £000 | |
| The Company’s capital at 30 April comprised: | ||
| Debt | ||
| Revolving bank credit facility drawn down | 2,000 | – |
| Equity | ||
| Equity share capital | 269 | 281 |
| Retained earnings and other reserves | 92,876 | 62,311 |
| 93,145 | 62,592 | |
| Debt as a percentage of net assets | 2.1% | – |
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:
· Key management personnel
Details of the remuneration of all Directors can be found in note 4 to the Financial Statements and in the Directors’ Remuneration Report.
· Other related parties
Hugh van Cutsem is a founding partner of Kepler Partners LLP, a firm that issues research on Miton Global Opportunities plc for a fee of £15,000 per annum. No amounts were due to Kepler Partners LLP at the year-end (2020: nil).
17 Transactions with management
· Premier Portfolio Managers Limited (the ‘AIFM’) and Premier Fund Managers 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 Business Review and also in note 3 to the Financial Statements.
Further Information and Notice of AGM
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 Company’s ordinary shares is maintained by Computershare Investor Services PLC. If you would like to notify a change of name or address, please contact the registrar in writing to Computershare Investor Services PLC, the Pavilions, Bridgwater Road, Bristol BS99 6ZZ.
With queries in respect of your shareholdings, please contact Computershare on 0370 889 3231 (lines are open from 8.30 am to 5.30 pm, UK time, Monday to Friday). Alternatively, you can email WebCorres@computershare.co.uk or contact the Registrar via www.investorcentre.co.uk.
Share Capital and Net Asset Value Information
Ordinary 1p shares 26,929,985 at 30 April 2021
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.
Financial Calendar
| Company’s year end | 30 April | Company’s half-year end | 31 October |
| Annual results announced | July | Half-Yearly results announced | December |
| Annual General Meeting | October |
Annual and Half-Yearly Reports
Copies of the Annual Reports are available from the Company Secretary on 0203 008 4910 and are available on the Company’s website, www.migoplc.co.uk Copies of the Half-Yearly Reports are only available on the Company’s Website.
AIFM: Premier Portfolio Managers Limited
The Company’s AIFM is Premier Portfolio Managers Limited, a wholly owned subsidiary of Premier Miton Group plc. Premier 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.migoplc.co.uk
Association of Investment Companies
The Company is a member of the Association of Investment Companies.
Legal Entity Identifier
21380075RRMI7D4NQS20
AIFMD Disclosures (unaudited)
Alternative Investment Fund Managers’ Directive (“AIFMD”) Disclosures
The provisions of the Alternative Investment Fund Managers Directive (“AIFMD”) took effect on 22 July 2014. That legislation requires the AIFM to establish and maintain remuneration policies for its staff which are consistent with and promote sound and effective risk management.
The Company’s Alternative Investment Fund Manager (“AIFM”) is Premier Portfolio Managers Limited.
Pre-investment Disclosures
The AIFM is required to make certain disclosures available to investors in accordance with the AIFMD. Those disclosures that are required to be made pre-investment are included within a Pre-Investor Information Document (“PIID”) and can be found on the Company’s website at www.migoplc.co.uk/documents/.
Remuneration Disclosure
Premier Portfolio Managers Limited (the “AIFM”) is part of a larger group of companies within which remuneration policies are the responsibility of a Remuneration Committee comprised entirely of non-executive directors. That committee has established a remuneration policy which sets out a framework for determining the level of fixed and variable remuneration of staff, including maintaining an appropriate balance between the two.
Arrangements for variable remuneration within the group are calculated primarily by reference to the performance of each individual and the profitability of the relevant business unit. The policies are designed to reward long term performance and long-term profitability.
Within the group, all staff are employed by the parent company with none employed directly by the AIFM. The costs of a number of individuals are allocated between the entities within the group based on the expected amount of time devoted to each.
The total remuneration of those individuals who are fully or partly involved in the activities of the AIFs, including those whose time is allocated between group entities, for the financial year ending 30 September 2020, is analysed below:
| Fixed Remuneration | £2,269,821 |
| Variable Remuneration | £1,405,261 |
| Total | £3,675,082 |
FTE Number of staff: 31
11 of the staff members included in the total remuneration figures above are considered to be senior management or others whose actions may have a material impact on the risk profile of the fund. The table below provides an alternative analysis of the remuneration data.
| Aggregate remuneration of: | |
| Senior management | £57,538 |
| Staff whose actions may have a material impact on the funds | £1,381,224 |
| Other | £2,236,321 |
| Total | £3,675,083 |
The staff members included in the above analysis support all the funds managed by the AIFM. It is not considered feasible or useful to attempt to apportion these figures to individual funds.
The management has reviewed the general principles of the Remuneration Policy and its application in the last year which has resulted in no material changes to the Policy.
Remuneration Policy of the AIFM
Premier Portfolio Managers Limited 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 non-executives of Premier 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 2021. This gives the following figures:
| Leverage exposure | Gross Method | Commitment Method |
| Maximum limit | 200% | 200% |
| Actual level | 100% | 100% |
Source: Premier Portfolio 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 Premier Portfolio Managers Limited.
Premium/(Discount) (APM)
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. If the share price is higher than the NAV per share, the shares are said to be trading at a premium. The size of the discount or premium is calculated by subtracting the share price from the NAV per share and then dividing by the NAV per share.
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| Closing NAV per share (p) | 345.9 | 223.1 |
| Closing share price (p) | 346.0 | 214.0 |
| Discount | 0.0% | (4.1%) |
Gearing (APM)
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 when underlying assets fall in value. 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.
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Total borrowings | 2,000 | – |
| Total net assets | 93,145 | 62,592 |
| Gearing | 2.1% | 0.0% |
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)
NAV Total Return (APM)
NAV total return is the closing NAV per share including any cumulative dividends paid as a percentage over the opening NAV. NAV total return is an alternative way of measuring investment management performance of investment trusts which is not affected by moments in the share price.
|
One year to 30 April 2021 |
Three years to 30 April 2021 |
Five years to 30 April 2021 |
6 April 2004 (launch) to 30 April 2021 |
|
| Closing NAV per share (p) | 345.9 | 345.9 | 345.9 | 345.9 |
| Opening NAV per share (p) | 223.1 | 276.4 | 182.4 | 97.3 |
| NAV total return | 55.0% | 25.1% | 89.6% | 255.4% |
Ongoing Charges (APM)
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 2021 | 30 April 2020 | |
| £000 | £000 | |
| Total expenses from note 3 and note 4 | 1,021 | 998 |
| Less non recurring expenses | – | – |
| Total ongoing charges | 1,021 | 998 |
| Average net assets | 76,912 | 74,071 |
| Ongoing charges | 1.3% | 1.3% |
The ongoing charges percentage 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 percentage 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 percentage from the information they provide.
Share Price Total Return (APM)
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.
| 6 April 2004 | ||||
| One year to | Three years to | Five years to | (launch) to | |
| 30 April 2021 | 30 April 2021 | 30 April 2021 | 30 April 2021 | |
| Closing share price (p) | 346.0 | 346.0 | 346.0 | 346.0 |
| Opening share price (p) | 214.0 | 273.0 | 164.3 | 102.5 |
| Dividend reinvested (p) | – | – | – | – |
| Share price total return | 61.7% | 26.7% | 110.7% | 237.6% |
NAV Volatility (APM)
Volatility is related to the degree to which NAV or prices differ from their mean (the standard deviation). Volatility is calculated by taking the daily NAV or 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.
| Year ended | Year ended | |
| 30 April 2021 | 30 April 2020 | |
| £000 | £000 | |
| Standard deviation of daily NAV (A) | 0.46% | 0.51% |
| Number of trading days | 265 | 262 |
| Square root of the number of trading days (B) | 16.3 | 16.3 |
| Annualised volatility (A*B) | 7.5% | 8.3% |
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the seventeenth ANNUAL GENERAL MEETING of Miton Global Opportunities plc will be held on Wednesday, 6 October 2021 at 12.00 noon at the offices of Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL for the following purposes:
Resolutions 1 to 9 (inclusive) are proposed as Ordinary Resolutions and Resolutions 10 to 13 (inclusive) are proposed as Special Resolutions.
| Ordinary business |
Resolution on Form of Proxy |
|
|
1 |
To receive the Strategic Report, Report of the Directors and Auditor’s Report and the audited financial statements for the year ended 30 April 2021. |
Resolution 1 |
| 2 | To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2021. | Resolution 2 |
| 3 | To re-elect Mr Davidson as a Director of the Company. | Resolution 3 |
| 4 | To re-elect Mr Phillips as a Director of the Company. | Resolution 4 |
| 5 | To re-elect Ms Thomson as a Director of the Company. | Resolution 5 |
| 6 | To re-elect Mr van Cutsem as a Director of the Company. | Resolution 6 |
| 7 | To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company. | Resolution 7 |
| 8 | To authorise the Audit Committee to determine the Auditor’s remuneration. | Resolution 8 |
| Special business | ||
| 9 | 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 £89,766 (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 2022 (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 9 |
| 10 | 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 9 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 £26,929, 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 2022, 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 10 |
| 11 | 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: | Resolution 11 |
| (a) the maximum number of Ordinary shares authorised to be acquired shall be 4,036,804 (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. |
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| 12 | THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice. | Resolution 12 |
| 13 | THAT with effect from the conclusion of the meeting the draft Articles of Association produced to the meeting and, for the purposes of identification, initialled by the chairman of the meeting be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company’s existing Articles of Association. | Resolution 13 |
Shareholders should note that, should the ongoing Covid-19 pandemic make it impossible to hold a physical meeting without endangering the wellbeing of shareholders and other attendees, then the Board will only conduct the statutory, formal business this year in order to meet the minimum legal requirements. In that case, the Investment Manager’s presentation will be uploaded on the Company’s website, and shareholders will be able to ask questions of the Manager and the Board via the Company Secretary.
All shareholders should look on the Company’s website, www.migoplc.co.uk, for any last minute changes to the AGM arrangements and whether attendance will be possible. In any case, all shareholders are strongly advised to exercise their votes in advance of the meeting by proxy, by following the voting instructions below.
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
19 July 2021
Notes
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 4 October 2021 (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. Each proxy appointment 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.
A proxy form for use in connection with the Annual General Meeting is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting.
If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar on 0370 889 3231. Lines are open between 8.30am and 5.30pm, Monday to Friday. The Registrar’s overseas helpline number is +44 370 889 3231.
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 19 July 2021 (being the date of publication of this notice) the Company’s issued share capital and total voting rights amounted to 26,929,985 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 Registrar (ID 3RA50) 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 Registrar 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.migoplc.co.uk
Note 12: None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors and the draft new Articles of Association of the Company 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. The draft new Articles of Association will also be available on www.migoplc.co.uk.
Explanatory Notes to the Resolutions
Resolutions 1 to 9 will be proposed as ordinary resolutions and Resolutions 10 to 13 will be proposed as special resolutions.
Resolution 1 – To receive the Annual Report and Financial Statements
The Annual Report and Financial Statements for the year ended 30 April 2021 will be presented to the AGM and shareholders will be given an opportunity at the meeting to ask questions. The Annual Report and Financial Statements have already been mailed to shareholders and can also be found on the Company’s website at www.migoplc.co.uk.
Resolution 2 – To receive and approve the Directors’ Remuneration Report
The Directors’ Remuneration Report is set out in full in the Annual Report.
Resolutions 3 to 6 – Re-election of Directors
Resolutions 3 to 6 deal with the re-election of each Director. Biographies of each of the Directors can be found in the Annual Report.
The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform effectively.
Resolutions 7 and 8 – Re-appointment of auditors
Resolution 7 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors to hold office until the next Annual General Meeting of the Company and Resolution 8 authorises the Audit Committee to set their remuneration. Following the implementation of the Competition and Markets Authority order on Statutory Audit Services only the Audit Committee may negotiate and agree the terms of the auditors’ service agreement.
Resolution 9 – Authority to allot ordinary shares
Resolution 9, an ordinary resolution as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot shares in accordance with statutory pre-emption rights. This resolution will authorise the Board to allot ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an aggregate nominal value of £89,766, representing approximately one third of the Company’s issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date at which this resolution is passed.
The Company does not currently hold any shares in treasury.
The Board believes that passing of Resolution 9 in the shareholders’ interests as the authority is intended to be used for funding investment opportunities sourced by the Investment Manager, thereby mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new ordinary shares at a price above the prevailing NAV per ordinary share. The authority, if given, will lapse at the conclusion of the 2022 AGM of the Company.
The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company’s shareholders to do so.
Resolution 10 – Disapplication of pre-emption rights
Resolution 10, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the issue of shares under Resolution 9, for cash or the sale of shares out of treasury up to an aggregate nominal amount of £26,929, being approximately 10% of the Company’s issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, 10% of the issued share capital immediately upon the passing of this resolution.
In respect of Resolution 10, shares would only be issued at a price above the prevailing NAV per share. The Directors will only issue shares on a non-pre-emptive basis if they believe it would be in the best interests of the Company’s shareholders.
Resolution 11 – Purchase of own shares
Resolution 11, a special resolution, will renew the Company’s authority to make market purchases of up to 4,036,804 ordinary shares (being 14.99% of the issued share capital as at the date of the Notice of AGM), either for cancellation or placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an ordinary share must not be more than the higher of (i) 5% above the average of the mid-market value of the ordinary shares for the five business days before the purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid for the ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per ordinary share.
The Directors would only use this authority in order to address any significant imbalance between the supply and demand for the ordinary shares and to manage the discount to NAV at which the ordinary shares trade. Ordinary shares will be repurchased only at prices below the NAV per ordinary share, which should have the effect of increasing the NAV per ordinary share for remaining shareholders.
This authority, if approved by shareholders, will expire at the AGM to be held in 2022, when a resolution for its renewal will be proposed.
Resolution 12 – Notice period for general meetings
In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice unless the Company:
(i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by passing a special resolution at the most recent AGM; and
(ii) offers the facility for all shareholders to vote by electronic means.
The Company would like to preserve its ability to call general meetings (other than an annual general meeting) on less than 21 clear days’ notice. The shorter notice period proposed by resolution 12, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2022, when it is intended that a similar resolution will be proposed.
Resolution 13 – Amendment to the Articles of Association
The Directors are proposing to make amendments to the Company’s Articles of Association (the “Articles”) to enable them to determine the time and place of general meetings and the manner in which they are conducted (including the ability to hold partial or fully digital meetings). The amendments are being sought in response to challenges posed by the government restrictions on social interactions as a result of the Covid-19 pandemic, which have made it difficult or impossible for shareholders to attend physical meetings, and the resultant increase in use of remote working technology. The key changes proposed to be introduced in the Articles and their effect are set out in detail in the Directors’ Report.
A meeting can be wholly virtual if attendees participate only by way of electronic means or a meeting may be “hybrid”, where some attendees are based in a single physical location and others attend electronically. Certain consequential changes to facilitate this amendment have been made throughout the new Articles.
The Board is committed to ensuring that, under normal circumstances, general meetings (including annual general meetings) will incorporate a physical meeting where shareholders can meet with the Board in person.
In addition to the changes relating to general meetings, other technical changes have been made so that the Articles conform to other legislation applicable to companies, as currently in force and current best practice, in particular changes have been made to provisions designed to enable the Company to comply with its obligations under various tax reporting requirements.
The proposed new Articles (marked to show the proposed changes) will be available for inspection on the Company’s website, www.migoplc.co.uk and at the Company’s registered office, from the date of this document until the close of the Annual General Meeting, and will also be available for inspection at the venue of the Annual General Meeting from fifteen minutes before and during the Annual General Meeting. Should any shareholder find it impossible to view the proposed new Articles at the registered office then an electronic copy can also be requested from the Company Secretary by writing to info@frostrow.com.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings.
The Annual Report will be posted to shareholders at the beginning of August 2021.
Further copies may be obtained from the Company Secretary, Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL.
A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Annual Report will also be available on the Company’s website at www.migoplc.co.uk where up to date information on the Company can also be found.
Ends
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.
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