Annual Financial Report

TWENTYFOUR INCOME FUND LIMITED

REPORT AND AUDITED FINANCIAL STATEMENTS

For the year ended 31 March 2017

The Company has today, in accordance with DTR 6.3.5, released its Report and Audited Financial Statements for the year ended 31 March 2017. The Report will shortly be available via the Company's Portfolio Manager’s website www.twentyfouram.com and will shortly be available for inspection online at www.morningstar.co.uk/uk/NSM website.

SUMMARY INFORMATION

The Company
TwentyFour Income Fund Limited (the “Company”) was incorporated with limited liability in Guernsey, as a closed-ended investment company on 11 January 2013. The Company’s shares were listed with a Premium Listing on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 6 March 2013.

Investment Objective and Investment Policy
The Company’s investment objective is to generate attractive risk adjusted returns principally through income distributions.

Following the Extraordinary General Meeting held on 16 December 2015, Shareholders approved the change in investment policy to the one set out below. Full details were set out in the circular dated 25 November 2015 (“the Circular”) which is available on the Company’s website (www.twentyfourincomefund.com).

The Company’s investment policy is to invest in a diversified portfolio of UK and European Asset Backed Securities.

The Company will maintain a Portfolio diversified by issuer, it being anticipated that the Portfolio will comprise at least 50 Asset Backed Securities at all times.

The Portfolio must comply, as at each date an investment is made, with the following restrictions:

(i)        no more than 20% of the Portfolio value will be backed by collateral in any single country (save that this restriction will not apply to Northern European countries); and

(ii)       no more than 5% of the Portfolio value will be exposed to any single Asset Backed Security or issuer of Asset Backed Securities; and

(iii)      no more than 10% of the Portfolio value will be exposed in aggregate to instruments not deemed securities for the purposes of FSMA.

As an exception to the requirements set out above the Portfolio Manager is permitted to purchase new investments at any time when the Portfolio does not comply with one or more of those restrictions so long as, at the time of investment:

  • the asset purchased will be compliant with the single country restriction above (even where following the purchase more than 20% of the Portfolio will be backed by collateral in another single country due to market movements);
  • the asset purchased will be compliant with the single Asset Backed Security/issuer exposure restriction above (even where following the purchase more than 5% of the Portfolio value will be exposed to another single Asset Backed Security or issuer due to market movements); and
  • such purchase does not make the Portfolio, in aggregate, less compliant with any of (i), (ii) and (iii) above.

The Company will not employ gearing or derivatives for investment purposes. The Company may use borrowing for short-term liquidity purposes, which could be achieved through a loan facility or other types of collateralised borrowing instruments including repurchase transactions and stock lending. The Directors will restrict the borrowings of the Company to 10% of the Company’s Net Asset Value (“NAV”) at the time of drawdown.

Target Returns
The Company has a target annual net total return on the Company’s NAV of between 6% and 9% per annum, which includes quarterly dividends with a target yield each financial year of 6% or higher, of the Issue Price.*

Shareholder Information
Northern Trust International Fund Administration (Guernsey) Limited (the “Administrator”) is responsible for calculating the NAV per share of the Company. The unaudited NAV per ordinary redeemable share will be calculated as at the close of business on the last business day of every week and the last business day of every month by the Administrator and will be announced by a Regulatory News Service the following business day.

Financial Highlights

31.03.17 31.03.16
Total Net Assets £452,612,049 £333,410,804
Net Asset Value per share 114.35p 103.73p
Share price 119.25p 105.75p
Premium to Net Asset Value 4.29% 1.94%
Dividends declared in respect of the year 6.99p 7.14p

As at 5 July 2017, the premium had moved to 4.56%. The estimated NAV per share and mid-market share price stood at 115.01p and 120.25p respectively.

Ongoing Charges
Ongoing charges for the year ended 31 March 2017 have been calculated in accordance with the AIC’s recommended methodology. The ongoing charges for the year ended 31 March 2017 were 0.97%
(31 March 2016: 0.96%).

* This is a target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions at all. This target return should not be taken as an indication of the Company’s expected or actual current or future results. The Company’s actual return will depend upon a number of factors, including the number of Ordinary Shares outstanding and the Company’s total expense ratio. Potential investors should decide for themselves whether or not the return is reasonable and achievable in deciding whether to invest in or retain or increase their investment in the Company. See note 16 for further detail.

CHAIRMAN’S STATEMENT
for the year ended 31 March 2017

I am pleased to present my report on the Company’s progress for the year ended 31 March 2017.

For the majority of the period the Company’s shares traded at a premium, as they typically have since launch with an average premium during the year of 2.25%. The year ended with the premium at the wider end of its range following strong performance during the last quarter and the Board’s decision to temporarily restrict the further issuance of stock due to the lack of accretive investment opportunities available to the Portfolio Manager. However, the Board and the Portfolio Manager remain willing to entertain the issuance of further stock if the premium received would offset the lower yields available in the market.

Total return over the four years since launch to the year end March 2017 was 39.02% on a Net Asset Value basis, or 43.92% on a share price basis, including the deduction of start-up costs. For the 12 months to the end of the period, the total return was 14.57%/17.02% (NAV*/stock price); for the same period, the total dividends paid amounted to 6.99 pence per share.

The European Asset Backed Securities (“ABS”) market enjoyed a strong recovery during the first three months of the period. Following the turbulence all markets experienced during early 2016, this emphasises the strong fundamental performance of the structures and pools which back the bonds held in the portfolio.

While the impact of the Brexit referendum result saw a moderate hit to the market’s performance, the positioning taken by the Company helped mitigate the impact, and subsequently Net Asset Value performance has been positive as spreads on the portfolio have tightened. Spread performance has been strong through periods of abnormally low and high new issuance volumes, but also through events that have caused significant uncertainty across all markets, including the US election and the Italian referendum. The Portfolio Manager has adopted more cautious positioning recently, giving flexibility to manage the portfolio through potential future market turbulence.

With ongoing geo-political and electoral events continuing to play out, the opportunity may arise to issue new stock should bond market volatility create additional value in the European ABS market. Since the end of the period there have been two notable events that could have precipitated such volatility; the presidential election in France and the UK general election. While the former saw a market-friendly win for Macron, the latter saw a materially different outcome compared to opinion poll results from the start of the campaign which predicted a strong Conservative victory. This was a long way from the eventual outcome of a hung parliament. The fact this has not materially impacted the financial markets shows the strength of sentiment and the appetite for risk at the moment.

The Board firmly believes that the investment opportunity remains attractive, particularly in contrast to similarly rated alternatives in global fixed income markets.


Trevor Ash
Chairman
5 July 2017

 

*NAV inclusive of dividends paid during the period.

PORTFOLIO MANAGER’S REPORT
for the year ended 31 March 2017

Market Commentary
The twelve month period to the end of March 2017 was one during which the European ABS market’s performance was initially characterised by a recovery from the turbulence of the first few months of 2016 followed by a dip resulting from the outcome of the Brexit referendum. However the second half of the period has been one where stability and a positive grind in bond prices have been driven by a strong technical imbalance, emphasising the excellent relative value and defensive qualities of the asset class over other fixed income investments.

The opening quarter of the period saw most markets enjoy a solid recovery from the significantly negative performance seen in early 2016. This positive move was largely driven by a change in investor sentiment as various issues, such as the energy crisis and expectations of global growth, were put to rest. For the ABS market particularly, the low issuance volumes which characterised the market until autumn forced investors who wanted to put cash holdings to work to push prices up in the secondary market.

The strong rally in sentiment was challenged by the result of the UK referendum on EU membership, pushing bond prices down across corporate bonds, high yield and ABS, but with all enjoying a swift recovery following the rhetoric and subsequent action from the Bank of England.

As ABS prices continued to move higher, the resultant lower cost of funding through the new issue markets meant that issuers returned to the market in September and October in a meaningful way. The easy absorption of these new deals into the market illustrated the strength of investor appetite, with many deals pricing at lower spreads than had been anticipated, and in stark contrast to 2015 when material new issue supply pushed spreads wider as the market struggled to absorb the additional volumes.

While this supply of new issuance continued later in to the year than normal, the contrast to the first quarter of 2017 was extreme, with few deals coming to market. Those deals that did get placed mostly only sold AAA or AAA to A rated bonds. The only exception to this was the CLO market, where lower-rated bonds were sold to investors, but even the supply here slowed approaching the end of the period.

This lack of supply, accompanied by the increasing appetite from investors to invest cash, created a strong technical imbalance, pushing ABS prices up. This has been supplemented by strong fundamental performance across the Company’s holdings and in the market in general.

The continued stable performance of the market has belied what have been at times significant potential threats to stability, including the US election, the Italian referendum, the ongoing negotiations concerning the UK’s exit from the European Union, and more recently the elections in France and the UK. Investors have quickly taken advantage of any spread widening that these events have precipitated, resulting in little or no material impact on market prices.

Foreign Exchange Accounting
The Company’s policy is to hedge foreign exchange risk. The currency markets experienced large volatility during the year, due to significant market events mentioned above, with the largest move as a result of the referendum vote in June 2016 which caused a single day movement of 5.9% in Euro versus Sterling. The EUR/GBP exchange rate experienced moves in the range of 19.8% and finished 7.9% higher at the year-end. The Company has significant exposure to Euro assets, representing 60% of the Investment Portfolio, which remains fully hedged against currency risk.

Currency risk is hedged using “rolling forwards” with a one month maturity, selling forward a notional amount equivalent to the market value of the assets. Any movements in foreign exchange rates are monitored daily and the hedge is adjusted when necessary to ensure that currency exposure remains within strict limits. The Company operates to a tolerance of +/-0.50% exposure to the NAV on each non-GBP currency. Foreign Exchange hedging is used to manage the portfolio’s currency risk efficiently and not to enhance investment returns.

The net foreign currency gain or loss is recorded, in accordance with the hedging policy and IFRS, within the net loss on financial assets at fair value through profit or loss (see Statement of Comprehensive Income).

Market Outlook
The fundamental performance of the debt pools that back the positions held in the portfolio is strong, and the expectation of the Portfolio Manager is that this will continue, with the main leading indicators of performance continuing to support this view.

Net Asset Value performance is often significantly influenced in the short term by market sentiment however, and while events such as the US election would appear to have little direct impact on UK borrowers’ ability to fulfil their mortgage obligations, they have frequently upset the markets’ risk appetite.

As such, the expected elections in Italy later in the year, as well as ongoing issues such as the Brexit negotiations and other geo-political events will continue to present potential hurdles for market performance. Such changes in market sentiment typically allow for excellent opportunities to grow the portfolio, as the underlying bond performance is normally not threatened, and sharp recoveries such as that experienced after the first quarter of 2016 generally occur. However, the current risk appetite of the market does not allow for such opportunities to persist for a long time.

Counterbalancing this will be the ongoing technical mismatch in the European ABS market. Following a first quarter of negligible supply of high yielding ABS issuance, but with seemingly increasing demand, should external events leave the market untouched there would appear to be a clear impetus for ongoing positive performance.


TwentyFour Asset Management
5 July 2017


TOP TWENTY HOLDINGS

As at 31 March 2017

Percentage of
Nominal/ Asset Backed Security Fair Value  Net Asset
Security Shares Sector £  Value
LUSI 5 A 23,455,844 Prime RMBS 16,601,749 3.67
OPTOM 1 MEZZ 15,000,000 Non-Conforming RMBS 15,000,000 3.31
CBFLU 1 MEZZ 14,000,000 BTL RMBS 14,000,000 3.09
SCGC 2015-1 E 15,000,000 Consumer ABS 13,291,007 2.94
WARW 1 E 12,180,000 Non-Conforming RMBS 11,835,184 2.61
TPMF 2016-GR1X E 9,000,000 Prime RMBS 9,049,500 2.00
INTS 3 C 9,820,000 Prime RMBS 8,233,474 1.82
HLAE 2016-1X E 8,900,000 Leveraged Loan CLO 7,644,580 1.69
STNLT 2017-1 A 7,500,000 Non-Conforming RMBS 7,534,725 1.66
WARW 2 A 7,050,753 Non-Conforming RMBS 7,164,881 1.58
HARVT 15X F 8,500,000 Leveraged Loan CLO 7,143,092 1.58
AURUS 2016-1 F 7,500,000 Consumer ABS 6,477,024 1.43
SCGC 2016-1 E 7,500,000 Consumer ABS 6,436,314 1.42
ALME 3X F 7,500,000 Leveraged Loan CLO 6,410,408 1.42
AVOCA 16X E 7,250,000 Leveraged Loan CLO 6,274,570 1.39
RMS 28 E 6,250,000 Non-Conforming RMBS 6,250,438 1.38
ALME 3X FRNE 7,500,000 Leveraged Loan CLO 6,142,354 1.36
HWKSM 2016-1 D 6,000,000 Non-Conforming RMBS 6,014,400 1.33
RMACS 2006-NS3X B1C 8,512,536 Non-Conforming RMBS 5,976,064 1.32
DRYD 2015-44X F 6,800,000 Leveraged Loan CLO 5,833,824 1.29

BOARD MEMBERS

Biographical details of the Directors are as follows:

Trevor Ash – (Chairman) (age 71)
Mr Ash is a resident of Guernsey and has over 30 years of investment experience. He is a Fellow of the Chartered Institute for Securities and Investment. He was formerly a managing director of Rothschild Asset Management (CI) Limited. He is a director of a number of hedge funds, fund of hedge funds, venture capital, derivative and other offshore funds including several managed or advised by Insight and Merrill Lynch. Mr Ash retired as a director of NM Rothschild & Sons (CI) Limited, the banking arm of the Rothschild Group in the Channel Islands in 1999. Mr Ash was appointed to the Board on
11 January 2013.

Ian Burns – (Non-executive Director and Chairman of the Audit Committee) (age 57)
Mr Burns is a resident of Guernsey and a fellow of both the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Securities and Investment. He is a founder and Executive Director of Via Executive Limited, a specialist management consulting company and managing director of Regent Mercantile Holdings Limited, a privately owned investment company. Mr Burns is currently a non-executive director of London listed Phaunos Timber Fund Limited, River and Mercantile UK Micro Cap Limited, Fast Forward Innovations Limited (AIM) and a number of offshore funds. Mr Burns was appointed to the Board on 17 January 2013.

Richard Burwood – (Non-executive Director) (age 49)
Mr Burwood is a resident of Guernsey with over 25 years’ experience in banking and investment management. During 18 years with Citibank London, Mr Burwood spent 11 years as a fixed income portfolio manager spanning both banks/finance investments and Asset Backed Securities. He gained direct experience as a portfolio manager of securities backed by mortgages, auto loans and collateralised loan obligations. Mr Burwood has lived in Guernsey since 2010, initially working as a portfolio manager for EFG Financial Products (Guernsey) Ltd managing the treasury department’s ALCO Fixed Income portfolio. From 2011 to 2013, Mr Burwood worked as the business and investment manager for the Guernsey branch of Man Investments (CH) AG. This role involved overseeing all aspects of the business including operations and management of proprietary investments. In
January 2014, Mr Burwood joined the board of RoundShield Fund I GP Ltd, a Guernsey private equity fund, focused on European small to mid-cap opportunities. In August 2015, he became a Board Member of Funding Circle SME Income Fund Ltd, a Guernsey Company, offering investors access to a diversified pool of SME loans originated through Funding Circle’s marketplaces in the UK, US and Europe. Mr Burwood was appointed to the Board on 17 January 2013.

Jeannette (Jan) Etherden – (Non-executive Director) (age 57)
Ms Etherden is a resident of the United Kingdom, with over 30 years’ experience in the investment industry as an analyst, a fund manager, then a non-executive director. Previously head of UK equities for Confederation Life/Sun Life of Canada, she joined Newton in 1996 as a director specialising in multi-asset segregated portfolios and was also their Investment COO from 1999 to 2001. Subsequently she worked with Olympus Capital Management as business development manager for specialist hedge fund product. She is a director of Miton UK MicroCap Trust plc and of LXI REIT plc. Ms Etherden was appointed to the Board on 17 January 2013.

DISCLOSURE OF DIRECTORSHIPS IN PUBLIC COMPANIES LISTED ON RECOGNISED STOCK EXCHANGES

The following summarises the Directors’ directorships in other public companies:

Company Name Stock Exchange
Trevor Ash (Chairman)
JPEL Private Equity Limited London
Picton Property Income Limited London & Channel Islands
Sherbourne Investors (Guernsey) B Limited London
Ian Burns
Fast Forward Innovations Limited London
Phaunos Timber Fund Limited London
River and Mercantile UK Micro Cap Limited London
Richard Burwood
Funding Circle SME Income Fund Limited, and its associated funding vehicles: London
- Basinghall Lending DAC Dublin
- Tallis Lending DAC Dublin
Jeannette Etherden
Miton UK MicroCap Trust plc London
LXI REIT plc London

DIRECTORS’ REPORT

The Directors present their Annual Report and Audited Financial Statements for the year ended
31 March 2017.

Business Review

The Company

TwentyFour Income Fund Limited (the “Company”) was incorporated with limited liability in Guernsey, as a closed-ended investment company on 11 January 2013. The Company’s Shares were listed with a Premium Listing on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 6 March 2013.

Investment Objective and Policy
The Company’s investment objective and policy is set out in the Summary Information.

Discount/Premium to Net Asset Value

The Board monitors and manages the level of the share price discount/premium to NAV. In managing this, the Company operates a share buyback facility whereby it may purchase, subject to various terms as set out in its Articles and in accordance with the Companies (Guernsey) Law, 2008, up to 14.99% of the Company’s Ordinary Redeemable Shares in issue immediately following Admission for trading on the London Stock Exchange. On 1 February 2016, the Company offered investors a realisation opportunity to realise all or part of their Shareholding in the Company. Subsequently, the realisation opportunity will be offered as at the date of the annual general meeting of the Company in each third year subject to the aggregate NAV of the continuing Ordinary Redeemable Shares on the last Business Day before Reorganisation being not less than £100 million.

Shareholder Information
Shareholder information is set out in the Summary Information.

Going Concern
The Directors believe that it is appropriate to adopt the going concern basis in preparing the Financial Statements in view of the Company’s holdings in cash and cash equivalents and the liquidity of investments and the income deriving from those investments, meaning the Company has adequate financial resources and suitable management arrangements in place to continue as a going concern for at least twelve months from the date of approval of the Financial Statements.

The Company also achieved its dividend target of 6% of the issue price for the year ended
31 March 2017, meaning that as per the Company’s Articles, no Continuation Vote is required.

Viability Statement
Under the UK Corporate Governance Code, the Board is required to make a “viability statement” which considers the Company’s current position and principal risks and uncertainties combined with an assessment of the prospects of the Company in order to be able to state that they have a reasonable expectation that the Company will be able to continue in operation over the period of their assessment. The Board considers that three years is an appropriate period to assess the viability of the Company given the uncertainty of the investment world and the strategy period. In selecting this period the Board considered the environment within which the Company operates and the risks associated with the Company.

The Company’s prospects are driven by its business model and strategy. The Company’s aim is to provide investors with an attractive level of income with a high degree of certainty around that income and a focus on capital preservation in uncertain times, by investing in less liquid, high yielding asset backed securities.

The Board’s assessment of the Company over the three year period has been made with reference to the Company’s current position and prospects, the Company’s strategy, and the Board’s risk appetite having considered each of the Company’s principal risks and uncertainties summarised below.

The Board has also considered the Company’s cash flows and income flows, its likely ability to pay dividends and the portfolio analysis, with reference to:

  • liquidity analysis, including but not limited to, the changes in liquidity of the Company over time based on the liquidity of the underlying assets
  • foreign exchange analysis, including but not limited to, monitoring the effectiveness of the Company’s foreign exchange hedging strategy
  • credit analysis, including but not limited to, analysing the current credit ratings and credit rating outlooks by the main rating agencies, as well as sufficient diversification across groups
  • valuation analysis, including but not limited to, assessing the pricing accuracy of the underlying securities

In this context, the Board’s central case is that, the prospects for economic activity will remain such that the investment objective, policy and strategy of the Company will be viable for the foreseeable future through a period of at least three years from the year end, 31 March 2017.

In making this judgement, the Board has assessed that the main risks to the viability of the Company are key global and market uncertainties driven by factors external to the Company which in turn can impact on the liquidity and NAV of the investment portfolio. A simulation has been designed to estimate the impact of these uncertainties on the NAV of the Company at times of stress, such as the UK Brexit vote, based on historical performance data, using techniques which analyse how changes in the Company’s ability to generate income (by assessing different levels of reinvestment rates available as well as changes in FX income generation, over a 3-year period), would impact the annual dividend the Company is able to generate. All of the foregoing has been considered against the background of the Company’s dividend target.

Key assumptions covered by the Board in relation to the viability of the Company include:

Dividend Target
The ongoing viability of the Company and the validity of the going concern basis depend on the Company meeting its dividend target annually during the three-year period. In the event that the Company does not meet the dividend target annually during the three-year period as disclosed in note 19, an Ordinary Resolution will be put to the Shareholders, at the AGM following any reporting period in which the dividend target is not met, with the continuation vote requirements set out in note 16.

Realisation Opportunity
The realisation opportunity (full details are set out in note 16) is due to occur at the end of the next three year term in 2019 and is therefore low risk to the viability prospects of the Company.

Results
The results for the year are set out in the Statement of Comprehensive Income. The Directors proposed income distributions of £26,546,250 in respect of income available for distribution earned during the year ended 31 March 2017, a breakdown of which can be found in note 19. Distributions declared during the year amount to £16,690,481, as recognised in the Statement of Changes in Equity.

Income available for distribution in any income period comprises (a) the accrued income of the portfolio for the period, (b) an additional amount to reflect any income purchased in the course of any share subscriptions that took place during the period (so as to ensure that the income yield of the shares is not diluted as a consequence of the issue of new shares during an income period) and (c) any income on the foreign exchange contracts created by the LIBOR differentials between each foreign currency pair.

Key Performance Indicators (KPIs)
At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in achieving its objectives. Below are the main KPIs which have been identified by the Board for determining the progress of the Company:

  • Net Asset Value
  • Share Price
  • Discount/Premium
  • Ongoing Charges
  • Quarterly Dividends

A record of these measures is disclosed in the Summary Information.

Portfolio Manager
The portfolio management fee is payable to the Portfolio Manager, TwentyFour Asset Management LLP, monthly in arrears at a rate of 0.75% per annum of the lower of Net Asset Value, which is calculated as of the last business day of each month, or market capitalisation of each class of shares. For additional information refer to note 14.

The Board considers that the interests of Shareholders, as a whole, are best served by the continued appointment of the Portfolio Manager to achieve the Company’s investment objectives.

Alternative Investment Fund Manager
Alternative investment fund management services are provided by Maitland Institutional Services Limited (“Maitland”). The Alternative Investment Fund Manager (“AIFM”) fee is payable quarterly in arrears at a rate of 0.07% of the Net Asset Value of the Company below £50 million, 0.05% on Net Assets between £50 million and £100 million and 0.03% on Net Assets in excess of £100 million. For additional information refer to note 15.

Custodian and Depositary
Custodian and Depositary services are provided by Northern Trust (Guernsey) Limited. The terms of the Depositary agreement, allow Northern Trust (Guernsey) Limited to receive professional fees for services rendered. For additional information refer to note 15.

Directors
The Directors of the Company during the year and at the date of this Report are set out in the Corporate Information section.

Directors' and Other Interests
As at 31 March 2017, Directors of the Company held the following numbers of Ordinary Redeemable Shares beneficially:

Number of Shares Number of Shares
31.03.17 31.03.16
Trevor Ash 50,000 50,000
Ian Burns 29,242 29,242
Richard Burwood 5,000 5,000
Jeannette Etherden 25,000 25,000

Corporate Governance
The Board is committed to high standards of corporate governance and has implemented a framework for corporate governance which it considers to be appropriate for an investment company in order to comply with the principles of the UK Corporate Governance Code (the “UK Code”). The Company is also required to comply with the Code of Corporate Governance (the “GFSC Code”) issued by the Guernsey Financial Services Commission.

The UK Listing Authority requires all UK premium listing companies to disclose how they have complied with the provisions of the UK Code. This Corporate Governance Statement, together with the Going Concern Statement, Viability Statement and the Statement of Directors’ Responsibilities set out below, indicate how the Company has complied with the principles of good governance of the UK Code and its requirements on Internal Control.

The Company is a member of the AIC and by complying with the AIC Code is deemed to comply with both the UK Code and the GFSC Code.

The Board has considered the principles and recommendations of the AIC Code, by reference to the guidance notes provided by the AIC Guide, and considers that reporting against these will provide appropriate information to shareholders. To ensure ongoing compliance with these principles the Board reviews a report from the Corporate Secretary at each quarterly meeting, identifying how the Company is in compliance and identifying any changes that might be necessary.

The AIC Code and the AIC Guide are available on the AIC’s website, www.theaic.co.uk. The UK Code is available in the Financial Reporting Council’s website, www.frc.org.uk.

Throughout the year ended 31 March 2017, the Company has complied with the recommendations of the AIC Code and thus the relevant provisions of the UK Code, except as set out below.

The UK Code includes provisions relating to:

  • the role of the Chief Executive;
  • Executive Directors’ remuneration;
  • Annually assessing the need for an internal audit function;
  • the whistle blowing policy;
  • Senior Independent Director;
  • Remuneration Committee; and
  • Nomination Committee

For the reasons set out in the AIC Guide and as explained in the UK Code, the Board considers these provisions are not relevant to the position of the Company as it is an externally managed investment company. The Company has therefore not reported further in respect of these provisions. The Directors are all non-executive and the Company does not have employees, hence no Chief Executive or whistle-blowing policy is required for the Company. The key service-providers all have whistleblowing policies in place. The Board is satisfied that any relevant issues can be properly considered by the Board. The Board, as a whole, fulfills the function of a Nomination and Remuneration Committee.

Details of compliance with the AIC Code are noted below. There have been no other instances of non-compliance, other than those noted above.

The Company’s risk exposure and the effectiveness of its risk management and internal control systems are reviewed by the Audit Committee at its meetings and annually by the Board. The Board believes that the Company has adequate and effective systems in place to identify, mitigate and manage the risks to which it is exposed.         

Role, Composition and Independence of the Board
The Board is the Company’s governing body and has overall responsibility for maximising the Company’s success by directing and supervising the affairs of the business and meeting the appropriate interests of shareholders and relevant stakeholders, while enhancing the value of the Company and also ensuring protection of investors. A summary of the Board’s responsibilities is as follows:

  • statutory obligations and public disclosure;
  • strategic matters and financial reporting;
  • risk assessment and management including reporting compliance, governance, monitoring and control; and
  • other matters having a material effect on the Company.

The Board’s responsibilities for the Annual Report and Audited Financial Statements are set out in the Statement of Directors’ Responsibilities.

The Board currently consists of four non-executive Directors, all of whom are considered to be independent of the Portfolio Manager and as prescribed by the Listing Rules.

The Board does not consider it appropriate to appoint a Senior Independent Director because they are all deemed to be independent by the Company. The Board considers it has the appropriate balance of diverse skills and experience, independence and knowledge of the Company and the wider sector, to enable it to discharge its duties and responsibilities effectively and that no individual or group of individuals dominates decision making. The Chairman is responsible for leadership of the Board and ensuring its effectiveness.

Chairman
The Chairman is Trevor Ash. The Chairman of the Board must be independent for the purposes of Chapter 15 of the Listing Rules. Trevor Ash is considered independent because he:

  • has no current or historical employment with the Portfolio Manager; and
  • has no current directorships in any other investment funds managed by the Portfolio Manager.

Biographies of all the Directors can be found in the Board Members section.

Board Role and Composition
The Board is required to ensure that the Annual Report and Audited Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. In seeking to achieve this, the Directors have set out the Company’s investment objective and policy and have explained how the Board and its delegated Committees operate and how the Directors review the risk environment within which the Company operates and set appropriate risk controls. Furthermore, throughout the Annual Report and Audited Financial Statements the Board has sought to provide further information to enable shareholders to have a fair, balanced and understandable view.

The Board has contractually delegated responsibility for the management of its investment portfolio, the arrangement of custodial and depositary services and the provision of accounting and company secretarial services.

The Board is responsible for the appointment and monitoring of all service providers to the Company.

The Directors are kept fully informed of investment and financial controls and other matters by all services providers that are relevant to the business of the Company and should be brought to the attention of the Directors.

The Company has adopted a policy that the composition of the Board of Directors, which is required by the Company’s Articles, comprises of at least two persons, that at all times a majority of the Directors are independent of the Portfolio Manager and any company in the same group as the Portfolio Manager; the Chairman of the Board of Directors is free from any conflicts of interest and is independent of the Portfolio Manager and of any company in the same group as the Portfolio Manager; and that no more than one director, partner, employee or professional adviser to the Portfolio Manager or any company in the same group as the Portfolio Manager may be a Director of the Company at any one time.          

The Board has also given careful consideration to the recommendations of the Davies Review. The Board has reviewed its composition and believes that the current appointments provide an appropriate range of skills, experience and diversity. In order to maintain its diversity, the Board is committed to continuing its implementation of the recommendations of the Davies Review as part of its succession planning over future years.

Directors’ Attendance at Meetings
The Board holds quarterly Board meetings, to discuss general management, structure, finance, corporate governance, marketing, risk management, compliance, asset allocation and gearing, contracts and performance. The quarterly Board meetings are the principal source of regular information for the Board enabling it to determine policy and to monitor performance, compliance and controls but these meetings are also supplemented by communication and discussions throughout the year.

A representative of the Portfolio Manager, AIFM, Administrator, Custodian and Depositary and Corporate Broker attends each Board meeting either in person or by telephone thus enabling the Board to fully discuss and review the Company’s operation and performance. Each Director has direct access to the Portfolio Manager and Company Secretary and may, at the expense of the Company, seek independent professional advice on any matter.

Both appointment and removal of these parties is to be agreed by the Board as a whole.

The Audit Committee meets at least twice a year, Management Engagement Committee meets at least once a year and a dividend meeting is held quarterly. In addition, ad hoc meetings of the Board to review specific items between the regular scheduled quarterly meetings can be arranged. Between formal meetings there is regular contact with the Portfolio Manager, AIFM, Administrator, Custodian and Depositary and the Corporate Broker.

Attendance at the Board and Committee meetings during the year was as follows:

Quarterly Board Meetings Audit Committee Meetings Management Engagement Committee Meetings Ad hoc Committee Meetings
Held             Attended Held            Attended Held            Attended Held Attended
Trevor Ash 4 4 3 3 1 1 7 6
Ian Burns 4 4 3 3 1 1 7 5
Richard Burwood 4 4 3 3 1 1 7 7
Jeannette Etherden 4 4 3 3 1 1 7 7

Board Performance and Training
During the year the Board commissioned a review of its performance by external evaluation practitioner Trust Associates Limited. The review determined the Board’s approach to corporate governance and its supervision of its regulatory compliance to be good. The review also determined the Board to be effective with independent thought and action with the right balance of skills and experience necessary for its proper functioning and the safeguarding of shareholders’ interests.

Retirement by Rotation
Under the terms of their appointment, each Director is required to retire by rotation and be subject to re-election at least every three years. The Directors are required to seek re-election on an annual basis if they have already served for more than nine years. The Company may terminate the appointment of a Director immediately on serving written notice and no compensation is payable upon termination of office as a director of the Company becoming effective.

Board Committees and their Activities

Terms of Reference
All Terms of Reference of the Board’s Committees are available from the Administrator upon request.

Management Engagement Committee
The Board has established a Management Engagement Committee with formal duties and responsibilities. The Management Engagement Committee commits to meeting at least once a year and comprises the entire Board with Jan Etherden appointed as Chairman. These duties and responsibilities include the regular review of the performance of and contractual arrangements with the Portfolio Manager and other service providers and the preparation of the Committee's annual opinion as to the Portfolio Manager's services.

The Management Engagement Committee carried out a review of the performance and capabilities of the Portfolio Manager at its September 2016 meeting and the Board recommend the continued appointment of TwentyFour Asset Management LLP as Portfolio Manager is in the interest of shareholders.

Audit Committee
An Audit Committee has been established consisting of all Directors with Ian Burns appointed as Chairman. The terms of reference of the Audit Committee provide that the committee shall be responsible, amongst other things, for reviewing the Interim and Annual Financial Statements, considering the appointment and independence of external auditors, discussing with the external auditors the scope and results from the audit and reviewing the Company’s compliance with the AIC Code.

Further details on the Audit Committee can be found in the Audit Committee Report.

Nomination Committee
There is no separate Nomination Committee. The Board as a whole fulfils the function of a Nomination Committee. Whilst the Directors take the lead in the appointment of new Directors, any proposal for a new Director will be discussed and approved by all members of the Board.

Remuneration Committee
In view of its non-executive and independent nature, the Board considers that it is not appropriate for there to be a separate Remuneration Committee as anticipated by the AIC Code. The Board as a whole fulfils the functions of the Remuneration Committee, although the Board has included a separate Directors’ Remuneration Report.

International Tax Reporting
For purposes of the US Foreign Account Tax Compliance Act, the Company registered with the US Internal Revenue Service (“IRS”) as a Guernsey reporting Foreign Financial Institution (“FFI”), received a Global Intermediary Identification Number (8V9U53.99999.SL.831), and can be found on the IRS FFI list.

The Common Reporting Standard (“CRS”) is a global standard developed for the automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development (“OECD”), which has been adopted in Guernsey and which came into effect on
1 January 2016. The CRS has replaced the inter-governmental agreement between the UK and Guernsey to improve international tax compliance that had previously applied in respect of 2014 and 2015.

The Board ensures that the Company is compliant with Guernsey regulations and guidance in this regard.

Strategy
The strategy for the Company is to target less liquid, higher yielding asset backed securities. These securities, whilst fundamentally robust, do not offer enough liquidity for use in the typical daily mark-to-market UCITs funds, but are well suited to a traded closed-ended vehicle, where investors can obtain liquidity by trading shares on the London Stock Exchange. This part of the fixed income market has been largely overlooked and therefore represents attractive relative value. The strategy aims to generate a dividend in the Reporting Period ending 31 March 2017 of 6 pence per Ordinary Share and in each subsequent Reporting Period such Dividend Target as the Directors determine at their absolute discretion from time to time, with all excess income being distributed to investors at the year-end of the Company.

Internal Controls
The Board is ultimately responsible for establishing and maintaining the Company’s system of internal financial and operating control and for maintaining and reviewing its effectiveness. The Company’s risk matrix continues to be the core element of the Company’s risk management process in establishing the Company’s system of internal financial and reporting control. The risk matrix is prepared and maintained by the Board which initially identifies the risks facing the Company and then collectively assesses the likelihood of each risk, the impact of those risks and the strength of the controls operating over each risk. The system of internal financial and operating control is designed to manage rather than to eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

These controls aim to ensure that assets of the Company are safeguarded, proper accounting records are maintained and the financial information for publication is reliable. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company.

This process has been in place for the year under review and up to the date of approval of this Annual Report and Audited Financial Statements and is reviewed by the Board and is in accordance with the AIC Code.

The AIC Code requires Directors to conduct at least annually a review of the Company’s system of internal financial and operating control, covering all controls, including financial, operational, compliance and risk management. The Board has evaluated the systems of internal controls of the Company. In particular, it has prepared a process for identifying and evaluating the significant risks affecting the Company and the policies by which these risks are managed. The Board also considers whether the appointment of an internal auditor is required and has determined that there is no requirement for a direct internal audit function.

The Board has delegated the day to day responsibilities for the management of the Company’s investment portfolio, the provision of depositary services and administration, registrar and corporate secretarial functions including the independent calculation of the Company’s NAV and the production of the Annual Report and Financial Statements which are independently audited.

Formal contractual agreements have been put in place between the Company and providers of these services. Even though the Board has delegated responsibility for these functions, it retains accountability for these functions and is responsible for the systems of internal control. At each quarterly Board meeting, compliance reports are provided by the Administrator, Company Secretary, Portfolio Manager, AIFM and Depositary. The Board also receives confirmation from the Administrator of its accreditation under its Service Organisation Controls 1 report.

The Company’s risk exposure and the effectiveness of its risk management and internal control systems are reviewed by the Audit Committee at its meetings and annually by the Board. The Board believes that the Company has adequate and effective systems in place to identify, mitigate and manage the risks to which it is exposed. Principal Risks and Uncertainties are set out below.

Principal Risks and Uncertainties
The Board is responsible for the Company’s system of internal financial and reporting controls and for reviewing its effectiveness. The Board is satisfied that by using the Company’s risk matrix as its core element in establishing the Company’s system, internal financial and reporting controls while monitoring the investment limits and restrictions set out in the Company’s investment objective and policy, that the Board has carried out a robust assessment of the principal risks and uncertainties facing the Company.

The principal risks which have been identified and the steps which are taken by the Board to mitigate them are as follows:

Market risk
The underlying investments comprised in the portfolio are subject to market risk. The Company is therefore at risk that market events may affect performance and in particular may affect the value of the Company’s investments which are valued on a marked to market basis. Market risk is risk associated with changes in market prices, including spreads, interest rates, economic uncertainty, changes in laws and political (national and international) circumstances. While the Company, through its investments in Asset Backed Securities, intends to hold a diversified portfolio of assets, any of these factors including specific market events, such as the global financial crisis and levels of sovereign debt and the UK’s vote to leave the EU, may have a material impact which could be materially detrimental to the performance of the Company’s investments. As the process of a major country leaving the EU has no precedent, the Board and the Portfolio Manager expect an ongoing period of market uncertainty as the implications are processed.

Under extreme market conditions the portfolio may not benefit from diversification.

Liquidity risk
Investments made by the Company may be relatively illiquid and this may limit the ability of the Company to realise its investments and in turn pay dividends. Substantially all of the assets of the Company are invested in Asset Backed Securities. There may be no active market in the Company’s interests in Asset Backed Securities. The Company does not have redemption rights in relation to any of its investments. As a consequence, the value of the Company’s investments may be materially adversely affected.

Credit risk
The Company may not achieve the Dividend Target and investors may not get back the full value of their investment because it is invested in Asset Backed Securities comprising debt securities issued by companies, trusts or other investment vehicles which, compared to bonds issued or guaranteed by governments, are generally exposed to greater risk of default in the repayment of the capital provided to the issuer or interest payments due to the Company. The amount of credit risk is indicated by the issuer’s credit rating which is assigned by one or more internationally recognised rating agencies. This does not amount to a guarantee of the issuer’s creditworthiness but generally provides a strong indicator of the likelihood of default. Securities which have a lower credit rating are generally considered to have a higher credit risk and a greater possibility of default than more highly rated securities. There is a risk that an internationally recognised rating agency may assign incorrect or inappropriate credit ratings to issuers. Issuers often issue securities which are ranked in order of seniority which, in the event of default, would be reflected in the priority in which investors might be paid back. The level of defaults in the portfolio and the losses suffered on such defaults may increase in the event of adverse financial or credit market conditions.

In the event of a default under an Asset Backed Security, the Company’s right to recover under the Asset Backed Security will depend on the ability of the Company to exercise any rights that it has against the borrower under the insolvency legislation of the jurisdiction in which the borrower is incorporated. As a creditor, the Company’s level of protection and rights of enforcement may therefore vary significantly from one country to another, may change over time and may be subject to rights and protections which the relevant borrower or its other creditors might be entitled to exercise. Refer to the Investment Objective and Policy in the Summary Information for information regarding investment restrictions currently in place in order to manage credit risk.

Foreign currency risk
The Company is exposed to foreign currency risk through its investments in predominantly Euro denominated assets. The Company’s share capital is denominated in Sterling and its expenses are ncurred in Sterling. The Company’s financial statements are maintained and presented in Sterling. Amongst other factors affecting the foreign exchange markets, events in the Eurozone may have an impact upon the value of the Euro which in turn will impact the value of the Company’s Euro denominated investments. The Company manages its exposure to currency movements by using spot and forward foreign exchange contracts, which are rolled forward periodically.

Reinvestment risk
The Portfolio Manager is conscious of the challenge to reinvest any monies that result from principal and income payments and to minimise reinvestment risk as much as possible. Cash flow analysis is conducted on an ongoing basis and is an important part of the Portfolio Management process, ensuring such proceeds can be invested efficiently and in the best interests of the Company.

The Portfolio Manager expects amortisations of around £51m over the next 12 months, however, while market conditions are always subject to change, the Portfolio Manager does not currently foresee any reinvestment significantly impacting the yield and affecting each quarter’s minimum dividend. The Portfolio Manager also recognises the need to be opportunistic as and when market conditions are particularly favourable in order to reinvest any proceeds.

Other risks and uncertainties
The Board has identified the following other risks and uncertainties along with the steps taken to mitigate them:

Operational risks
The Company is exposed to the risk arising from any failures of systems and controls in the operations of the Portfolio Manager, Administrator, AIFM, Custodian and the Depositary amongst others. The Board and its Audit Committee regularly review reports from the Portfolio Manager, AIFM, the Administrator, Custodian and Depositary on their internal controls. The Administrator, Custodian and Depositary will report to the Portfolio Manager any operational issues which will be brought to the Board for final approval as required.

Accounting, Legal and Regulatory risks
The Company is exposed to the risk that it may fail to maintain accurate accounting records or fail to comply with requirements of its Admission document and fail to meet listing obligations. The accounting records prepared by the Administrator are reviewed by the Portfolio Manager. The Portfolio Manager, Administrator, AIFM, Custodian, Depositary and Corporate Broker provide regular updates to the Board on compliance with the Admission document and changes in regulation.  Changes in the legal or the regulatory environment can have a major impact on some classes of debt. The Portfolio Manager monitors this and takes appropriate action.

Income Recognition risk
The Board considers income recognition to be a principal risk and uncertainty of the Company as the Portfolio Manager estimates the remaining expected life of the security and its likely terminal value, which has an impact on the effective interest rate of the Asset Backed Securities which in turn impacts the calculation of interest income. The Board asked the Audit Committee to consider this risk with work undertaken by the Audit Committee as discussed in the Audit Committee Report. As a result of the work undertaken by the Audit Committee, the Board is satisfied that income is appropriately stated in all material aspects in the Financial Statements.

Cyber security risks
The Company is exposed to the risk arising from a successful cyber-attack through its service providers. The Company’s service providers provide regular updates to the Board on any cyber security issues and how they are mitigating this risk. The Board is satisfied that the Company’s service providers have the relevant controls in place to mitigate this risk.

Shareholder Engagement
The Board welcomes shareholders’ views and places great importance on communication with its shareholders. Shareholders wishing to meet the Chairman and other Board members should contact the Company’s Administrator.

The Portfolio Manager and Listing Sponsor maintain a regular dialogue with institutional shareholders, the feedback from which is reported to the Board.

The Company’s Annual General Meeting (“AGM”) provides a forum for shareholders to meet and discuss issues of the Company and shareholders with the opportunity to vote on the resolutions as specified in the Notice of AGM. The Notice of the AGM and the results are released to the London Stock Exchange in the form of an announcement. Board members will be available to respond to shareholders’ questions at the AGM.

Shareholders with holdings of more than 3.0% of the Shares of the Company are set out below.

In addition, the Company maintains a website, www.twentyfourincomefund.com, which contains comprehensive information, including links to regulatory announcements, share price information, financial reports, investment objective and investor contacts.

Significant Shareholdings
Shareholders with holdings of more than 3.0% of the Ordinary Shares of the Company at
9 June 2017 (latest available) were as follows:

Number of shares Percentage of issued share capital
Investec Wealth & Investment 48,978,808 12.37%
Brewin Dolphin, stockbrokers 37,848,499 9.56%
Architas Multi Manager 28,671,699 7.24%
Sarasin & Partners 28,509,237 7.20%
Fidelity International 22,705,445 5.74%
BMO Global Asset Management (UK) 15,834,862 4.00%
Premier Asset Management 14,885,113 3.76%
Charles Stanley 14,834,061 3.75%
Baillie Gifford 13,620,584 3.44%
Killik, stockbrokers 12,601,750 3.18%

Those invested directly or indirectly in 3.0% or more of the issued share capital of the Company will have the same voting rights as other holders of Shares.

Disclosure of Information to Auditors
The Directors who held office at the date of approval of these Financial Statements confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. 

Independent Auditors
A resolution for the reappointment of PricewaterhouseCoopers CI LLP will be proposed at the forthcoming AGM.

Signed on behalf of the Board of Directors on 5 July 2017 by:


Trevor Ash                                                                               Ian Burns
Chairman                                                                                 Director



STATEMENT OF DIRECTORS’ RESPONSIBILITIES

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

Guernsey Company law requires the Directors to prepare Financial Statements for each financial year. Under that law they have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) and applicable law.

The Financial Statements are required by law to 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 these Financial Statements, the Directors are required to:

-      select suitable accounting policies and then apply them consistently;
-      make judgements and estimates that are reasonable and prudent;
-      state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; 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 confirm that they have complied with these requirements in preparing the Financial Statements.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements have been properly prepared in accordance with The Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the oversight of the maintenance and integrity of the corporate and financial information in relation to the Company website; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

So far as the directors 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 or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm that to the best of their knowledge:

(a)  The Financial Statements have been prepared in accordance with IFRS and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at and for the year ended 31 March 2017; and

(b)  The Annual Report includes information detailed in the Chairman’s Statement, Portfolio Manager’s Report, Directors’ Report, Directors’ Remuneration Report, Audit Committee Report, Alternative Investment Fund Manager’s Report and Depositary Statement provides a fair review of the information required by:

        (i)         DTR 4.1.8 and DTR 4.1.9 of the Disclosure and Transparency Rules, being a fair review of the Company business and a description of the principal risks and uncertainties facing the Company; and

        (ii)        DTR 4.1.11 of the Disclosure and Transparency Rules, being an indication of important events that have occurred since the end of the financial year and the likely future development of the Company.

In the opinion of the Board, the Financial Statements taken as a whole, are fair, balanced and understandable and provide the information necessary to assess the Company’s performance, business model and strategy:

By order of the Board


Trevor Ash                                                                   Ian Burns
Chairman                                                                     Director

5 July 2017

 

DIRECTORS’ REMUNERATION REPORT

The Directors' remuneration report has been prepared on behalf of the Directors in accordance with the UK Code as issued by the UK Listing Authority. An ordinary resolution for the approval of the annual remuneration report will be put to the shareholders at the AGM to be held on
21 September 2017.

Remuneration Policy
The Company's policy in regard to Directors' remuneration is to ensure that the Company maintains a competitive fee structure in order to recruit, retain and motivate non-executive Directors of excellent quality in the overall interests of shareholders.

The Directors do not consider it necessary for the Company to establish a separate Remuneration Committee. All of the matters recommended by the UK Code that would be delegated to such a committee are considered by the Board as a whole.

It is the responsibility of the Board as a whole to determine and approve the Directors' fees, following a recommendation from the Chairman who will have given the matter proper consideration, having regard to the level of fees payable to non-executive Directors in the industry generally, the role that individual Directors fulfil in respect of Board and Committee responsibilities and the time committed to the Company's affairs. The Chairman's remuneration is decided and approved separately by the Board as a whole.

No element of the Directors' remuneration is performance related, nor does any Director have any entitlement to pensions, share options or any long term incentive plans from the Company.

Remuneration
The Directors of the Company are remunerated for their services at such a rate as the Directors determine, provided that the aggregate amount of such fees does not exceed £150,000 per annum.

Directors are remunerated in the form of fees, payable quarterly in arrears, to the Director personally.  No Directors have been paid additional remuneration outside the normal Directors’ fees and expenses.

In the year ended 31 March 2017, the Directors received the following annual remuneration in the form of Directors’ fees:

Trevor Ash (Chairman of the Board) £35,000
Ian Burns (Audit Committee Chairman) £32,500
Richard Burwood £30,000
Jeannette Etherden £30,000
Total £127,500

The remuneration policy set out above is the one applied for the year ended 31 March 2017 and is not expected to change in the foreseeable future.

Directors' and Officers’ liability insurance cover is maintained by the Company on behalf of the Directors.

The Directors were appointed as non-executive Directors by letters issued in January 2013. Each Director’s appointment letter provides that, upon the termination of his/her appointment, he/she must resign in writing and all records remain the property of the Company. The Directors’ appointments can be terminated in accordance with the Articles and without compensation. There is no notice period specified in the Articles for the removal of Directors. The Articles provide that the office of director shall be terminated by, among other things: (a) written resignation; (b) unauthorised absences from board meetings for six months or more; (c) unanimous written request of the other directors; and (d) an ordinary resolution of the Company.

Under the terms of their appointment, each Director is required to retire by rotation and be subject to re-election at least every three years. The Directors are required to annually seek re-election if they have already served for more than nine years. The Company may terminate the appointment of a Director immediately on serving written notice and no compensation is payable upon termination of office as a director of the Company becoming effective.

The amounts payable to Directors shown in note 14 were for services as non-executive Directors.

No Director has a service contract with the Company, nor are any such contracts proposed.

Signed on behalf of the Board of Directors on 5 July 2017 by:


Trevor Ash                                                                               Ian Burns
Chairman                                                                                 Director           



AUDIT COMMITTEE REPORT

We present the Audit Committee's Report, setting out the responsibilities of the Audit Committee and its key activities for the year ended 31 March 2017.

The Audit Committee has continued its detailed scrutiny of the appropriateness of the Company’s system of risk management and internal controls, the robustness and integrity of the Company’s financial reporting, along with the external audit process. The Committee has devoted time to ensuring that the internal financial and operating controls and processes have been properly established, documented and implemented.

During the course of the year, the information that the Audit Committee has received has been timely and clear and has enabled the Audit Committee to discharge its duties effectively.

The Audit Committee supports the aims of the UK Code and the best practice recommendations of other corporate governance organisations such as the AIC, and believes that reporting against the revised AIC Code allows the Audit Committee to further strengthen its role as a key independent oversight Committee.

Role and Responsibilities
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities. This includes reviewing the financial reports and other financial information and any significant financial judgement contained therein, before publication.

In addition, the Audit Committee reviews the systems of internal financial and operating controls on a continuing basis that the Administrator, Portfolio Manager, AIFM, and Custodian Depositary and the Board have established with respect to finance, accounting, risk management, compliance, fraud and audit. The Audit Committee also reviews the accounting and financial reporting processes, along with reviewing the roles, independence and effectiveness of the external auditor.

The ultimate responsibility for reviewing and approving the Annual and Interim Financial Statements remains with the Board.

The Audit Committee's full terms of reference can be obtained by contacting the Company's Administrator.

Risk Management and Internal Control
The Board, as a whole, considers the nature and extent of the Company’s risk management framework and the risk profile that is acceptable in order to achieve the Company’s strategic objectives. As a result, it is considered that the Board has fulfilled its obligations under the AIC Code.

The Audit Committee continues to be responsible for reviewing the adequacy and effectiveness of the Company’s ongoing risk management systems and processes. Its system of internal controls, along with its design and operating effectiveness, is subject to review by the Audit Committee through reports received from the Portfolio Manager, AIFM and Custodian and Depositary, along with those from the Administrator and external auditor.

Fraud, Bribery and Corruption
The Audit Committee has relied on the overarching requirement placed on the service providers under the relevant agreements to comply with applicable law, including anti-bribery laws. A review of the service provider policies took place at the Management Engagement Committee Meeting, held on 22 September 2016. The Board receives confirmation from all service providers that there has been no fraud, bribery or corruption.

Financial Reporting and Significant Financial Issues
The Audit Committee assesses whether suitable accounting policies have been adopted and whether the Portfolio Manager has made appropriate estimates and judgements. The Audit Committee reviews accounting papers prepared by the Portfolio Manager and Administrator which provide details on the main financial reporting judgements.

The Audit Committee also reviews reports by the external auditors which highlight any issues with respect to the work undertaken on the audit.

The significant issues considered during the period by the Audit Committee in relation to the Financial Statements and how they were addressed are detailed below:

(i) Valuation of investments:
The Company’s investments had a fair value of £429,399,068 as at 31 March 2017 (31 March 2016: £333,347,124) and represent a substantial portion of net assets of the Company. As such this is the largest factor in relation to the consideration of the Financial Statements. These investments are valued in accordance with the Accounting Policies set out in note 2 to the Financial Statements. Through regular reporting during the year on the processes for the valuation of investments by the Portfolio Manager, AIFM, Administrator, Custodian and Depositary the Audit Committee satisfied itself that both the sources of price information and valuation process itself are robust and reliable, and considered the valuation of the investments held by the Company as at 31 March 2017 to be reasonable.

(ii) Income Recognition:
The Audit Committee considered the calculation of income from investments recorded in the Financial Statements as at 31 March 2017. As disclosed in note 3(ii)(b) of the Notes to the Financial Statements, the estimated life of Asset Backed Securities is determined by the Portfolio Manager, impacting the effective interest rate of the Asset Backed Securities which in turn impacts the calculation of income from investments. The Audit Committee reviewed the Portfolio Manager's process for determining the expected life of the Company's investments and found it to be reasonable based on the explanations provided and information obtained from the Portfolio Manager. The Audit Committee is therefore satisfied that income is correctly stated in the Financial Statements.

Following a review of the presentations and reports from the Portfolio Manager and Administrator and consulting where necessary with the external auditor, the Audit Committee is satisfied that the Financial Statements appropriately address the critical judgements and key estimates (both in respect to the amounts reported and the disclosures). The Audit Committee is also satisfied that the significant assumptions used for determining the value of assets and liabilities have been appropriately scrutinised, challenged and are sufficiently robust.

The Company’s reporting currency is Sterling while a significant proportion of the investments owned are denominated in foreign currencies. The Company operates a hedging strategy designed to mitigate the impact of foreign currency rate changes on the performance of the fund. The Audit Committee has used information from the Administrator and Portfolio Manager to satisfy itself concerning the effectiveness of the hedging process, as well as to confirm that realised and unrealised foreign currency gains and losses have been correctly recorded.

At the request of the Audit Committee, the Administrator confirmed that it was not aware of any material misstatements including matters relating to Financial Statement presentation. At the Audit Committee meeting to review the Annual Report and Audited Financial Statements, the Audit Committee received and reviewed a report on the audit from the external auditors. On the basis of its review of this report, the Audit Committee is satisfied that the external auditor has fulfilled its responsibilities with diligence and professional scepticism. The Audit Committee advised the Board that these Annual Financial Statements, taken as a whole, are fair, balanced and understandable.

The Audit Committee is satisfied that the judgements made by the Portfolio Manager and Administrator are reasonable, and that appropriate disclosures have been included in the Financial Statements.

Going Concern
The going concern basis can be found in the Directors’ Report.

External Auditors
The Audit Committee has responsibility for making a recommendation on the appointment, re-appointment and removal of the external auditors. PricewaterhouseCoopers CI LLP (“PwC”) were appointed as the first auditors of the Company. During the period the Audit Committee received and reviewed audit plans and reports from the external auditors. It is standard practice for the external auditors to meet privately with the Audit Committee without the Portfolio Manager and other service providers being present at each Audit Committee meeting.

To assess the effectiveness of the external audit process, the auditors were asked to articulate the steps that they have taken to ensure objectivity and independence, including where the auditor provides non-audit services. The Audit Committee monitors the auditors’ performance, behaviour and effectiveness during the exercise of their duties, which informs the decision to recommend reappointment on an annual basis.

During the year, the Committee performed its annual review of the independence, effectiveness and objectivity of the external auditor and considered the Financial Reporting Council’s (“FRC”) Audit Quality Review of PwC’s previous audit work. The Committee concluded that the effectiveness of the external auditor and the audit process were satisfactory and recommend to the Board the reappointment of PwC as external auditor for the 2018 financial year. 

As a general rule, the Company does not utilise external auditors for internal audit purposes, secondments or valuation advice. Services which do not compromise auditor independence, such as tax compliance, tax structuring, private letter rulings, accounting advice, quarterly reviews and disclosure advice are normally permitted but will be pre-approved by the Audit Committee.

The following tables summarise the remuneration paid to PwC and to other PwC member firms for audit and non-audit services during the year ended 31 March 2017 and the year ended
31 March 2016.

01.04.16 to 31.03.17 01.04.15 to 31.03.16
PricewaterhouseCoopers CI LLP - Assurance work £ £
          - Annual audit 51,700 50,200
          - Interim review 16,500 16,000
PricewaterhouseCoopers CI LLP - Non audit services
          - Prospectus update - 50,000
          - Reportable Income calculation  8,000 8,000

For any questions on the activities of the Audit Committee not addressed in the foregoing, a member of the Audit Committee will attend each AGM to respond to such questions.

The Audit Committee Report was approved by the Audit Committee on 5 July 2017 and signed on behalf by:

Ian Burns
Chairman, Audit Committee

ALTERNATIVE INVESTMENT MANAGER’S REPORT

Maitland Institutional Services Ltd acts as the Alternative Investment Fund Manager (“AIFM”) of TwentyFour Income Fund Limited (“the Company”) providing portfolio management and risk management services to the Company.

The AIFM has delegated the following of its alternative investment fund management functions:

  • It has delegated the portfolio management function for listed investments to TwentyFour Asset Management LLP.
  • It has delegated the portfolio management function for unlisted investments to TwentyFour Asset Management LLP.

The AIFM is required by the Alternative Investment Fund Managers Directive 2011, 61/EU (the “AIFM Directive”) and all applicable rules and regulations implementing the AIFM Directive in the UK (the “AIFM” Rules):

  • to make the annual report available to investors and to ensure that the annual report is prepared in accordance with applicable accounting standards, the Company’s articles of incorporation and the AIFM Rules and that the annual report is audited in accordance with International Standards on Auditing;
  • be responsible for the proper valuation of the Company’s assets, the calculation of the Company’s Net Asset Value and the publication of the Company’s Net Asset Value; and,
  • to make available to the Company’s shareholders, a description of all fees, charges and expenses and the amounts thereof, which have been directly or indirectly borne by them,
  • ensure that the Company’s shareholders have the ability to redeem their share in the capital of the Company in a manner consistent with the principle of fair treatment of investors under the AIFM Rules and in accordance with the Company’s redemption policy and its obligations.

The AIFM is required to ensure that the annual report contains a report that shall include a fair and balanced review of the activities and performance of the Company, containing also a description of the principal risks and investment or economic uncertainties that the Company might face.

AIFM Remuneration
Under the Alternative Investment Fund Managers Directive, acting as the AIFM, Maitland Institutional Services Ltd is required to disclose how those whose actions have a material impact on the Company are remunerated. 

Due to the nature of the activities conducted by Maitland Institutional Services Ltd, it has deemed itself as a lower risk firm in accordance with SYSC 19B and the remuneration code.  The only employees at Maitland Institutional Services Ltd permitted to have a material impact on the risk profile of the AIF are the Board and the Head of Risk and Compliance.

The delegated Portfolio Manager, TwentyFour Asset Management LLP, is subject to regulatory requirements on remuneration that are broadly equivalent to those detailed in the Alternative Investment Fund Managers Directive, which include the Capital Requirements Directive or Markets in Financial Instruments Directive.  While a portion of the remuneration paid by the Portfolio Manager is variable and based, in part, on the performance of the investment portfolio, the investment discretion of the Portfolio Manager is strictly controlled within certain pre-defined parameters as detailed in the prospectus of the Company.

Under the AIFM Directive, the AIFM is required to stipulate how much it pays to its staff, in relation to fixed and variable remuneration and how much, in relation to the Company, is firstly attributed to all staff and those that are deemed, under the directive, to have an impact on the risk profile of the Company.  Maitland Institutional Services Ltd does not pay any form of variable remuneration.

March 2017 Number of Beneficiaries Total remuneration paid Fixed remuneration
Total remuneration paid by the AIFM during the year 67 £153,514.09 £153,514.09
Remuneration paid to employees of the AIFM who have a material impact on the risk profile of the AIF 5 £27,632.54 £27,632.54

In so far as the AIFM is aware:

  • there is no relevant audit information of which the Company’s auditors or the Company’s board of directors are unaware; and
  • the AIFM has taken all steps that it ought to have taken to make itself aware of any relevant audit information and to establish that the auditors are aware of that information.

We hereby certify that this report is made on behalf of the AIFM, Maitland Institutional Services Ltd.

D. Jones
R.W. Leedham
Directors
Maitland Institutional Services Ltd
5 July 2017

DEPOSITARY STATEMENT
for the year ended 31 March 2017

Report of the Depositary to the Shareholders
Northern Trust (Guernsey) Limited has been appointed as Depositary to TwentyFour Income Fund Limited (the “Company”) in accordance with the requirements of Article 36 and Articles 21(7), (8) and (9) of the Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (the “AIFM Directive”).

We have enquired into the conduct of Maitland Institutional Services Limited (the “AIFM”) and the Company for the year ended 31 March 2017, in our capacity as Depositary to the Company.

This report including the review provided below has been prepared for and solely for the Shareholders in the Company. We do not, in giving this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown.

Our obligations as Depositary are stipulated in the relevant provisions of the AIFM Directive and the relevant sections of Commission Delegated Regulation (EU) No 231/2013 (collectively the “AIFMD legislation”) and The Authorised Closed Ended Investment Scheme Rules 2008.

Amongst these obligations is the requirement to enquire into the conduct of the AIFM and the Company and their delegates in each annual accounting period.

Our report shall state whether, in our view, the Company has been managed in that period in accordance with the AIFMD legislation. It is the overall responsibility of the AIFM and the Company to comply with these provisions. If the AIFM, the Company or their delegates have not so complied, we as the Depositary will state why this is the case and outline the steps which we have taken to rectify the situation.

The Depositary and its affiliates are or may be involved in other financial and professional activities which may on occasion cause a conflict of interest with its roles with respect to the Company. The Depositary will take reasonable care to ensure that the performance of its duties will not be impaired by any such involvement and that any conflicts which may arise will be resolved fairly and any transactions between the Depositary and its affiliates and the Company shall be carried out as if effected on normal commercial terms negotiated at arm’s length and in the best interests of Shareholders.

Basis of Depositary Review
The Depositary conducts such reviews as it, in its reasonable discretion, considers necessary in order to comply with its obligations and to ensure that, in all material respects, the Company has been managed (i) in accordance with the limitations imposed on its investment and borrowing powers by the provisions of its constitutional documentation and the appropriate regulations and (ii) otherwise in accordance with the constitutional documentation and the appropriate regulations. Such reviews vary based on the type of Company, the assets in which a Company invests and the processes used, or experts required, in order to value such assets.

Review
In our view, the Company has been managed during the period, in all material respects:

(i)        in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document; and by the AIFMD legislation; and

(ii)       otherwise in accordance with the provisions of the constitutional document; and the AIFMD legislation.

For and on behalf of
Northern Trust (Guernsey) Limited
5 July 2017

INDEPENDENT AUDITORS’ REPORT  
TO THE MEMBERS OF TWENTYFOUR INCOME FUND LIMITED

Report on the audit of the financial statements

Our opinion
In our opinion, the financial statements give a true and fair view of the financial position of TwentyFour Income Fund Limited (the “Company”) as at 31 March 2017, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.

What we have audited
The Company’s financial statements comprise:

  • the Statement of Financial Position as at 31 March 2017;
  • the Statement of Comprehensive Income for the year then ended;
  • the Statement of Changes in Equity for the year then ended;
  • the Statement of Cash Flows for the year then ended; and
  • the Notes to the Financial Statements, which include a summary of significant accounting policies.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in theAuditor’s 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 are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

Our audit approach
Overview

Materiality
-    Overall Company materiality was £11.3 million which represents 2.5% of net assets.
Audit scope
-    The Company is incorporated and based in Guernsey.
-    We conducted our audit of the financial statements from information provided by Northern Trust International Fund Administration Services (Guernsey) Limited (the ‘Administrator’) to whom the board of directors has delegated the provision of certain functions. We also had significant interaction with the TwentyFour Asset Management LLP (the “Portfolio Manager”) in completing aspects of our audit work.
-    We conducted all of our audit work in Guernsey, with the exception of our visit to the Portfolio Manager to discuss the audit. We tailored the scope of our audit taking into account the types of investments within the Company, the accounting processes and controls, and the industry in which the Company operates.
Key audit matters
-    Valuation of investments
-    Risk of fraud in interest income

Audit scope
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide 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 the Company operates.

Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Company materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Overall Company materiality £11.3 million
How we determined it 2.5% of net assets
Rationale for the materiality benchmark We believe that net assets is the most appropriate benchmark because this is the key metric of interest to investors.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £0.57 million, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters 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.

Key audit matter How our audit addressed the Key audit matter
Valuation of investments
Investments at the year-end of £429.4 million are measured at fair value and are a diversified portfolio of asset backed securities.

Investments make up a significant part of the Statement of Financial Position and, due to the market liquidity and assumptions underlying each security, the valuation is subject to judgment and estimation.





 
·      We understood and evaluated the internal control environment in place at the Administrator and the Portfolio Manager over the valuation of the investment portfolio and the production of the Net Asset Value for the Company.
·      We assessed the accounting policy for investment valuation for compliance with international financial reporting standards. We also performed testing to check that the investment valuation had been accounted for and applied consistently in accordance with international financial reporting standards and the stated accounting policy.
·      We tested the valuation of all the investments by repricing the portfolio through independent third party data providers. Where a price was unavailable, we sought other supporting evidence. In addition, where the third party price provided exceeded a tolerable variance threshold from the final year end price, we also sought supporting information. No misstatements were identified which required reporting to those charged with governance.
·      For a sample of disposals, we compared the sales transaction price to the most recently recorded valuation prior to the disposal, which allowed us to assess the reliability of the valuation data at that point. No matters were noted which required reporting to those charged with governance.
Risk of fraud in interest income
Interest income for the year was £26.1 million and was measured in accordance with the effective interest rate requirements of international financial reporting standards.

The requirement to estimate the expected cash flows when forming an effective interest rate model is subject to significant management judgements and estimates, and as such could be open to manipulation by management of factors including:

·      Conditional prepayment rates
·      Expected losses
·      We assessed the accounting policy for the recognition of interest income for compliance with international financial reporting standards and ensured that revenue had been accounted for in accordance with the stated accounting policy.
·      We held discussions with the Portfolio Manager to understand and evaluate the processes in place for recognising interest income and also to understand the estimates required by the Portfolio Manager in respect of prepayments and expected losses.
·      Through discussions with the Portfolio Manager, we have assessed the expected losses and prepayment assumptions applied for a sample of securities. We obtained supporting documentation to corroborate the Portfolio Manager’s estimates.  No matters were noted which required reporting to those charged with governance.
·      Furthermore, we selected a sample of securities to assess if there had been any significant changes to the expected repayment dates. Where there had been changes, we obtained supporting documentation and analysis to support those changes. No matters were noted which required reporting to those charged with governance.

Other information
The directors are responsible for the other information. The other information comprises Corporate Information, Summary Information, Chairman’s Statement, Portfolio Manager’s Report, Top Twenty Holdings, Board Members, Disclosure of Directorships in Public Companies Listed on Recognised Stock Exchanges, Directors’ Report, Statement of Directors’ Responsibilities, Directors’ Remuneration Report, Audit Committee Report, Alternative Investment Fund Manager’s Report and Depositary Statement (but does not include the financial statements and our auditor’s report thereon).

Other than as specified in our report, our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above 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, 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 in this regard.

Responsibilities of directors for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards, the requirements of Guernsey law and for such internal control as the directors 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 relating 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.

Auditor’s 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 auditor’s 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 will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
  • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements
Under The Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:

  • we have not received all the information and explanations we require for our audit;
  • proper accounting records have not been kept; or
  • the financial statements are not in agreement with the accounting records.

We have no exceptions to report arising from this responsibility.

We have nothing to report in respect of the following matters:

  • the directors’ statement set out in the Directors’ Report in relation to going concern. As noted in the directors’ statement, the directors have concluded that it is appropriate to adopt the going concern basis in preparing the financial statements. The going concern basis presumes that the Company has adequate resources to remain in operation, and that the directors intend it to do so, for at least one year from the date the financial statements were signed. As part of our audit we have concluded that the directors’ use of the going concern basis is appropriate. However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Company’s ability to continue as a going concern;
  • the directors’ statement that they have carried out a robust assessment of the principal risks facing the Company and the directors’ statement in relation to the longer-term viability of the Company. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statements are consistent with the knowledge acquired by us in the course of performing our audit; and
  • the part of the Corporate Governance Statement relating to the Company’s compliance with the ten further provisions of the UK Corporate Governance Code specified for our review.

This report, including the opinion, has been prepared for and only for the members as a body in accordance with Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving this opinion, 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.

Evelyn Brady
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
5 July 2017

STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2017

01.04.16 to 31.03.17 01.04.15 to 31.03.16
Note £ £
Income
Interest income 26,091,603 20,920,493
Net foreign currency losses 8 (14,196,044) (22,044,696)
Net gains/(losses) on financial assets
at fair value through profit or loss 9 47,358,575 (15,132,946)
Total income 59,254,134 (16,257,149)
Portfolio management fees 14 (2,984,744) (2,445,832)
Directors' fees 14 (127,151) (127,500)
Administration and secretarial fees 15 (214,152) (185,444)
Audit fees (51,700) (59,000)
Custody fees 15 (41,021) (34,083)
Broker fees (76,074) (50,155)
AIFM management fees 15 (150,719) (126,274)
Depositary fees 15 (57,277) (48,264)
Legal and professional fees (25,482) (35,566)
Listing fees (56,254) (15,971)
Registration fees (31,163) (28,469)
Other expenses (194,753) (71,725)
Total expenses (4,010,490) (3,228,283)
Total comprehensive income/(loss) for the year 55,243,644 (19,529,872)
Earnings/(loss) per Ordinary Redeemable Share -
Basic & Diluted 4 0.152 (0.068)

All items in the above statement derive from continuing operations.

The notes form an integral part of the Financial Statements.

STATEMENT OF FINANCIAL POSITION
as at 31 March 2017

31.03.2017 31.03.2016
Assets Note £ £
Current assets
Financial assets at fair value through profit and loss
- Investments 9 429,399,068 333,347,124
- Derivative assets: Forward currency contracts 17 4,173,555 365,658
Amounts due from broker 6,117,241 13,098,887
Other receivables 10 3,177,504 2,089,799
Cash and cash equivalents 24,561,068 4,913,606
Total current assets 467,428,436 353,815,074
Liabilities
Current liabilities
Financial liabilities at fair value through profit and loss
- Derivative liabilities: Forward currency contracts 17 163,495 6,172,432
Amounts due to brokers 14,072,249 6,104,874
Dividend payable - 7,521,590
Other payables 11 580,643 605,374
Total liabilities 14,816,387 20,404,270
Net current assets 452,612,049 333,410,804
Equity
Share capital account 12 407,509,059 327,589,440
Retained earnings 45,102,990 5,821,364
Total equity 452,612,049 333,410,804
Ordinary Redeemable Shares in issue 12 395,814,151 321,420,417
Net Asset Value per Ordinary Redeemable Share (pence) 6 114.35 103.73

The Financial Statements were approved by the Board of Directors on 5 July 2017 and signed on its behalf by:

The notes form an integral part of the Financial Statements.


Trevor Ash                                                                               Ian Burns
Chairman                                                                                 Director



STATEMENT OF CHANGES IN EQUITY
for the year ended to 31 March 2017

Share Capital Retained
Account Earnings Total
Note £ £ £
Balances at 1 April 2016 327,589,440 5,821,364 333,410,804
Issue of shares 125,024,470 - 125,024,470
Repurchase of own shares to hold in treasury (43,083,300) - (43,083,300)
Share issue costs (1,293,088) - (1,293,088)
Distributions paid - (16,690,481) (16,690,481)
Income equalisation on new issues 5 (728,463) 728,463 -
Total comprehensive gain for the year - 55,243,644 55,243,644
Balances at 31 March 2017 407,509,059 45,102,990 452,612,049
Share Capital Retained
Account Earnings Total
£ £ £
Balances at 1 April 2015 292,107,523 51,117,517 343,225,040
Issue of shares 44,364,627 - 44,364,627
Redemption of shares (6,620,551) - (6,620,551)
Share issue costs (1,604,862) - (1,604,862)
Distributions paid - (26,468,018) (26,468,018)
Income equalisation on new issues 5 (657,297) 657,297 -
Total comprehensive loss for the year - (19,485,432) (19,485,432)
Balances at 31 March 2016 327,589,440 5,821,364 333,410,804

The notes form an integral part of the Financial Statements.

STATEMENT OF CASH FLOWS
for the year ended 31 March 2017

Note 01.04.16 to 31.03.17 01.04.15 to 31.03.16
£ £
Cash flows from operating activities
Total comprehensive income/(loss) for the year 55,243,644 (19,485,432)
Adjustments for:
Net (gain)/loss on investments 9 (47,358,575) 15,132,946
Amortisation adjustment under effective interest rate method 9 (10,247,547) (11,025,323)
Increase in other receivables (1,087,705) (196,638)
(Decrease)/increase other payables (24,731) 199,099
Unrealised (gains)/losses on forward currency contracts 8 (9,816,835) 2,649,761
Purchase of investments (308,078,505) (232,850,127)
Sale of investments 284,581,705 226,144,227
Net cash used in operating activities (36,788,549) (19,431,487)
Cash flows from financing activities
Proceeds from issue of Ordinary Redeemable Shares 81,941,170 44,364,627
Redemption of Ordinary Redeemable Shares - (6,620,551)
Share issue costs (1,293,088) (1,604,862)
Dividend distribution (24,212,071) (18,946,429)
Net cash inflow from financing activities 56,436,011 17,192,785
Increase/(decrease) in cash and cash equivalents 19,647,462 (2,238,702)
Cash and cash equivalents at beginning of year 4,913,606 7,152,308
Cash and cash equivalents at end of year 24,561,068 4,913,606

The notes form an integral part of the Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2017

1.   General Information
TwentyFour Income Fund Limited (the “Company”) was incorporated with limited liability in Guernsey, as a closed-ended investment company on 11 January 2013. The Company’s Shares were listed with a Premium Listing on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 6 March 2013.

The Company’s investment objective and policy is set out in the Summary Information.

The Portfolio Manager of the Company is TwentyFour Asset Management LLP (the “Portfolio Manager”).

2.   Principal Accounting Policies
      a) Statement of compliance

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are in compliance with the Companies (Guernsey) Law, 2008.

      b) Presentation of information
The Financial Statements have been prepared on a going concern basis under the historical cost convention adjusted to take account of the revaluation of the Company's financial assets and liabilities at fair value through profit or loss.

c) Standards, amendments and interpretations issued but not yet effective
At the reporting date of these Financial Statements, the following standards, interpretations and amendments, which have not been applied in these Financial Statements, were in issue but not yet effective:

- IFRS 9 Financial Instruments (Effective 1 January 2018)
- IFRS 15 Revenue from Contracts with Customers (Effective 1 January 2018)

The Directors anticipate that the adoption of these standards effective in a future period will not have a material impact on the financial statements of the Company, other than IFRS 9. The Company is currently evaluating the potential effect of this standard.

IFRS 9 'Financial Instruments' amends IAS 39. IFRS 9 specifies how an entity should classify and measure financial assets, including some hybrid contracts. The standard requires all financial assets to be classified on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. There are three principal classification categories for financial assets which are, measured at amortised cost, fair value through other comprehensive income and fair value through profit or loss. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of IAS 39. The standard applies a consistent approach to classifying financial assets and replaces the numerous categories of financial assets in IAS 39, each of which had its own classification criteria.

The standard also results in one impairment method, replacing the numerous impairment methods in IAS 39 that arise from the different classification.

No new accounting standards were effective or adopted during the year having an effect on the financial statements.

d) Financial assets at fair value through profit or loss
Classification
The Company classifies its investments in debt securities and derivatives as financial assets at fair value through profit or loss.

This category has two sub-categories: financial assets or financial liabilities held for trading; and those designated at fair value through profit or loss at inception.

(i) Financial assets and liabilities held for trading
A financial asset or financial liability is classified as held for trading if it is acquired or incurred principally for the purpose of selling or repurchasing in the near term or if on initial recognition is part of a portfolio of identifiable financial investments that are managed together and for which there is evidence of a recent actual pattern of short-term profit taking. Derivatives are categorised as held for trading. The Company does not classify any derivatives as hedges in a hedging relationship.

(ii) Financial assets and financial liabilities designated at fair value through profit or loss:
Financial assets and financial liabilities designated at fair value through profit or loss at inception are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company’s documented investment strategy.

The Company’s policy requires the Portfolio Manager and the Board of Directors to evaluate the information about these financial assets and liabilities on a fair value basis together with other related financial information.

Recognition, derecognition and measurement
Regular purchases and sales of investments are recognised on the trade date – the date on which the Company commits to purchase or sell the investment. Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs are expensed as incurred in the Statement of Comprehensive Income. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Investments in Asset Backed Securities are the purchase of an interest in pools of loans. The investment characteristics of Asset Backed Securities are such that principal payments are made more frequently than traditional debt securities. The principal may be repaid at any time because the underlying debt or other assets generally may be repaid at any time.

The Company records these principal repayments as they arise and realises a gain or loss in the net gains on financial assets at fair value through profit or loss in the Statement of Comprehensive Income in the period in which they occur.

The interest income arising on these securities is recognised within income in the Statement of Comprehensive Income.

Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments in Asset Backed Securities are fair valued in accordance with either i) or ii) below and the change in fair value, if any, is recorded as net gains/(losses) on financial assets/(liabilities) at fair value through profit or loss in the Statement of Comprehensive Income.

i) Asset Backed Securities traded or dealt on an active market or exchange.
Asset Backed Securities that are traded or dealt on an active market or exchange are valued by reference to their quoted mid-market price as at the close of trading on the reporting date as management deem the mid-market price to be a reasonable approximation of an exit price.

ii) Asset Backed Securities not traded or dealt on an active market or exchange.
Asset Backed Securities which are not traded or dealt on active markets or exchanges are valued by reference to their price, as at the close of business on the reporting date as determined by an independent price vendor. If a price cannot be obtained from an independent price vendor, or where the Portfolio Manager determines that the provided price is not an accurate representation of the fair value of the Asset Backed Security, the Portfolio Manager will source prices at the close of business on the reporting date from third party broker/dealer quotes for the relevant security.

In cases where no third party price is available (either from an independent price vendor or third party broker/dealer quotes), or where the Portfolio Manager determines that the provided price is not an accurate representation of the fair value of the Asset Backed Security, the Portfolio Manager will determine the valuation based on the Portfolio Manager’s valuation policy. This may include the use of a comparable arm’s length transaction, reference to other securities that are substantially the same, discounted cash flow analysis and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.

Forward foreign currency contracts
Forward foreign currency contracts are derivative contracts and as such are recognised at fair value on the date on which they are entered into and subsequently measured at their fair value. Fair value is determined by rates in active currency markets. All forward foreign currency contracts are carried as assets when fair value is positive and as liabilities when fair value is negative. Gains and losses on forward currency contracts are recognised as part of net foreign currency gains in the Statement of Comprehensive Income.

Impairment
Financial assets that are stated at cost or amortised cost are reviewed at each reporting date to determine whether there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised in the Statement of Comprehensive Income as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s effective interest rate.

Credit default swap
Credit default swaps are derivative contracts and as such are recognised at fair value on the date on which they are entered into and subsequently measured at fair value through profit and loss. These contracts were initially utilised by the Company to mitigate against market volatility following the EU referendum vote in the UK and continue to be utilised in response to further excess market volatility. These credit default swaps are recognised at their fair value, with movements in fair value taken to the Statement of Comprehensive Income. Fees paid to the credit default swap counterparty are recognised in the Statement of Comprehensive Income on an accruals basis.

The fair value of credit default swaps are based on external valuations. The valuation of the credit default swaps' fair value means fluctuations will be reflected in the unrealised gains or losses on financial assets or liabilities held at fair value through profit or loss.

Derivatives are carried in the Statement of Financial Position as financial assets when their fair value is positive and as financial liabilities when their fair value is negative.

Collateral
Cash collateral provided by the Company is identified in the Statement of Financial Position as a margin account and is not included as a component of cash and cash equivalents.

e) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

f) Amounts due from and due to brokers
Amounts due from and to brokers represent receivables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the statement of financial position date respectively. These amounts are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

g) Income
Interest income is recognised on a time-proportionate basis using the effective interest method. Discounts received or premiums paid in connection with the acquisition of Asset Backed Securities are amortised into interest income using the effective interest method over the estimated life of the related security.

The effective interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts throughout the expected life of the financial instrument, or, when appropriate (see note 3(ii)(b)), a shorter period, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cash flows considering the expected life of the financial instrument but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate and all other premiums or discounts.

h) Cash and cash equivalents
Cash and cash equivalents comprises cash in hand and deposits held at call with banks and other short-term investments in an active market with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown in current liabilities in the Statement of Financial Position.

i) Share capital
As there are only Ordinary Redeemable Shares in issue, which are redeemable at the discretion of the Board, the shares are presented as equity in accordance with IAS 32 – “Financial Instruments: Disclosure and Presentation”. Incremental costs directly attributable to the issue of ordinary redeemable shares are shown in equity as a deduction, net of tax, from the proceeds and disclosed in the Statement of Changes in Equity.

j) Foreign currency translation
Functional and presentation currency
Items included in the financial statements are measured using Sterling, the currency of the primary economic environment in which the Company operates (the “functional currency”). The Financial Statements are presented in Sterling, which is the Company’s presentation currency.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the statement of financial position date.

Foreign exchange gains and losses relating to the financial assets and liabilities carried at fair value through profit or loss are presented in the Statement of Comprehensive Income.

k) Transaction costs
Transaction costs on financial assets at fair value through profit or loss include fees and commissions paid to agents, advisers, brokers and dealers.  Transaction costs, when incurred, are immediately recognised in the Statement of Comprehensive Income.

l) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board. The Directors are of the opinion that the Company is engaged in a single segment of business, being investments in Asset Backed Securities. The Directors manage the business in this way. Additional information can be found in note 18.

m) Expenses
All expenses are included in the Statement of Comprehensive Income on an accruals basis. Expenses incurred on the acquisition of investments at fair value through profit or loss are charged to the Statement of Comprehensive Income. All other expenses are recognised through profit or loss in the Statement of Comprehensive Income.

n) Other receivables
Other receivables are amounts due in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

o) Other payables
Other payables are obligations to pay for services that have been acquired in the ordinary course of business.  Other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

p) Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements and disclosed in the Statement of Changes in Equity in the period in which the dividends are approved by the Board.

q) Income equalisation on new issues
In order to ensure there are no dilutive effects on earnings per share for current shareholders when issuing new shares, a transfer is made between share capital and income to reflect that amount of income included in the purchase price of the new shares.

r) Treasury Shares
The Company has the right to issue and purchase up to 14.99% of the total number of its own shares, as disclosed in note 12.

Shares held in Treasury are excluded from calculations when determining Earnings/(loss) per Ordinary Redeemable Share or Net Asset Value per Ordinary Redeemable Share as detailed in notes 4 and 6.

3.   Significant accounting judgements, estimates and assumptions    

The preparation of the Company’s Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

(i)  Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Financial Statements:

Functional currency
As disclosed in note 2(j), the Company’s functional currency is Sterling. Sterling is the currency in which the Company measures its performance and reports its results, as well as the currency in which it receives subscriptions from its investors. Dividends are also paid to its investors in Sterling. The Directors believe that Sterling best represents the functional currency.

(ii)   Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising which are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(a)   Fair value of securities not quoted in an active markets
The Company carries its investments in Asset Backed Securities at fair value, with changes in value being recognised in the Statement of Comprehensive Income. In cases where prices of Asset Backed Securities are not quoted in an active market, the Portfolio Manager will obtain prices determined at the close of business on the reporting date from an independent price vendor. The Portfolio Manager exercises its judgement on the quality of the independent price vendor and information provided. If a price cannot be obtained from an independent price vendor or where the Portfolio Manager determines that the provided price is not an accurate representation of the fair value of the Asset Backed Security, the Portfolio Manager will source prices from third party broker or dealer quotes for the relevant security. Where no third party price is available, or where the Portfolio Manager determines that the third party quote is not an accurate representation of the fair value, the Portfolio Manager will determine the valuation based on the Portfolio Manager's valuation policy. This may include the use of a comparable arm's length transaction, reference to other securities that are substantially the same, discounted cash flow analysis and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.

(b)   Estimated life of Asset Backed Securities
In determining the estimated life of the Asset Backed Securities held by the Company, the Portfolio Manager estimates the remaining life of the security with respect to expected prepayment rates, default rates and loss rates together with other information available in the market underlying the security. The estimated life of the Asset Backed Securities as determined by the Portfolio Manager, impacts the effective interest rate of the Asset Backed Securities which in turn impacts the calculation of income as discussed in note 2(g).

(c)   Determination of observable inputs
In note 17, Fair Value Measurement, when determining the levels of investments within the fair value hierarchy, the determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

4.    Earnings/(loss) per Ordinary Redeemable Share - Basic & Diluted
The earnings/(loss) per Ordinary Redeemable Share - Basic and Diluted has been calculated based on the weighted average number of Ordinary Redeemable Shares of 364,078,267 (31  March 2016: 286,946,436) and a net gain of £55,243,644 (31 March 2016: net loss of £19,485,432).

5.    Income equalisation on new issues
In order to ensure there were no dilutive effects on earnings per share for current shareholders when issuing new shares, earnings have been calculated in respect of accrued income at the time of purchase and a transfer has been made from share capital to income to reflect this. The transfer for the year ended 31 March 2017 is £728,463 (31 March 2016: £657,297).

6.    Net Asset Value per Ordinary Redeemable Share
The Net Asset Value of each Share of £1.14 (31 March 2016: £1.04) is determined by dividing the net assets of the Company attributed to the Shares of £452,612,049 (31 March 2016: £333,410,804) by the number of Shares in issue at 31 March 2017 of 395,814,151 (31 March 2016: 321,420,417).

7.    Taxation
The Company has been granted Exempt Status under the terms of The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 to income tax in Guernsey. Its liability for Guernsey taxation is limited to an annual fee of £1,200.

8.    Net foreign currency losses

01.04.16 to 31.03.17 01.04.15 to 31.03.16
£ £
Movement on unrealised gain/(loss) on forward currency contracts 9,816,835 (2,649,761)
Realised loss on foreign currency contracts (24,122,732) (19,445,706)
Unrealised foreign currency gain/(loss) on receivables/payables 168,631 (39,442)
Unrealised foreign currency exchange (loss)/gain on interest receivable (58,778) 90,213
(14,196,044) (22,044,696)

9.       Investments

01.04.16 to 31.03.17 01.04.15 to 31.03.16
Financial assets at fair value through profit or loss: £ £
Unlisted Investments:
Opening book cost 339,411,981 351,856,355
Purchases at cost 316,045,880 236,792,582
Proceeds on sale/principal repayment (277,600,058) (239,243,114)
Amortisation adjustment under effective interest rate method 10,247,547 11,025,323
Realised gains on sale/principal repayment 21,558,885 3,122,176
Realised losses on sale/principal repayment (8,770,262) (24,141,341)
Closing book cost 400,893,973 339,411,981
Unrealised gain on investments 31,105,493 7,985,695
Unrealised loss on investments (2,600,398) (14,050,552)
Fair value 429,399,068 333,347,124
01.04.16 to 31.03.17 01.04.15 to 31.03.16
£ £
Realised gains on sale/principal repayment 21,558,885 3,122,176
Realised losses on sales/principal repayment (8,770,262) (24,141,341)
Increase/(decrease) in unrealised gain 23,119,798 (2,212,832)
Decrease in unrealised loss 11,450,154 8,099,051
Net gains/(losses) on financial assets at fair value through profit or loss 47,358,575 (15,132,946)

10.     Other receivables

As at As at
31.03.17 31.03.16
£ £
Coupon interest receivable 3,174,960 2,046,796
Prepaid expenses 2,544 43,003
3,177,504 2,089,799

11.  Other payables

As at As at
31.03.17 31.03.16
£ £
Portfolio Management fees payable 284,428 203,567
Custody fee payable 2,424 2,714
Administration fee payable 58,314 44,734
Directors' fee payable 31,526 46,875
Audit fee payable 51,700 66,200
AIFM Management fee payable 36,751 30,728
Depositary fees payable 5,413 4,028
General expenses payable 110,087 206,528
580,643 605,374

12.  Share Capital

Authorised Share Capital
Unlimited number of Ordinary Redeemable Shares at no par value.

Issued Share Capital

As at As at
31.03.17 31.03.16
£ £
Ordinary Redeemable Shares
Share Capital at the beginning of the year 327,589,440 292,107,523
Issued Share Capital 81,941,170 44,364,627
Redeemed Share Capital - (6,620,551)
Share issue costs (1,293,088) (1,604,862)
Shares issued for repurchase 43,083,300 -
Purchase of own shares to hold in treasury (43,083,300) -
Income equalisation on new issues (728,463) (657,297)
Total Share Capital at the end of the year 407,509,059 327,589,440

   

As at As at
31.03.17 31.03.16
shares shares
Ordinary Redeemable Shares
Shares at the beginning of the year 321,420,417 284,908,712
Issue of Shares 74,393,734 43,136,894
Redemption of Shares - (6,625,189)
Shares issued for repurchase 39,000,000 -
Repurchase of own shares to hold in treasury (39,000,000) -
Total Shares in issue at the end of the year 395,814,151 321,420,417
As at As at
31.03.17 31.03.16
Treasury Shares Shares Shares
Treasury shares at the beginning of the year - -
Purchased shares 39,000,000 -
Total Shares in issue at the end of the year 39,000,000 -

The Share Capital of the Company consists of an unlimited number of Shares with or without par value which, upon issue, the Directors may designate as: Ordinary Redeemable Shares; Realisation Shares or such other class as the Board shall determine and denominated in such currencies as shall be determined at the discretion of the Board.

As at 31 March 2017, one share class has been issued, being the Ordinary Redeemable Shares of the Company.

The Ordinary Redeemable Shares carry the following rights:

a) the Ordinary Redeemable Shares carry the right to receive all income of the Company attributable to the Ordinary Redeemable Shares.

b) the Shareholders present in person or by proxy or present by a duly authorised   representative at a general meeting has, on a show of hands, one vote and, on a poll, one vote for each Share held.

c) 56 days before the annual general meeting date of the Company in each third year (the “Reorganisation Date”), the Shareholders are entitled to serve a written notice (a “Realisation Election”) requesting that all or a part of the Ordinary Redeemable Shares held by them be redesignated to Realisation Shares, subject to the aggregate NAV of the continuing Ordinary Redeemable Shares on the last business day before the Reorganisation Date being not less than £100 million. A Realisation Notice, once given is irrevocable unless the Board agrees otherwise. If one or more Realisation Elections be duly made and the aggregate NAV of the continuing Ordinary Redeemable Shares on the last business day before the Reorganisation Date is less than £100 million, the Realisation will not take place. Shareholders do not have a right to have their shares redeemed and shares are redeemable at the discretion of the Board.

The Company has the right to issue and purchase up to 14.99% of the total number of its own shares at £0.01 each, to be classed as Treasury Shares and may cancel those Shares or hold any such Shares as Treasury Shares, provided that the number of Shares held as Treasury Shares shall not at any time exceed 10% of the total number of Shares of that class in issue at that time or such amount as provided in the Companies Law.

On 24 January 2017, the Company issued and purchased 39,000,000 Ordinary Shares of £0.01 at a price of 110.47p, to be held in treasury. The total amount paid to purchase these shares was £43,083,300 and has been deducted from the shareholders’ equity. The Company has the right to re-issue these shares at a later date. All shares issued were fully paid.

Shares held in Treasury are excluded from calculations when determining Earnings per Ordinary Redeemable Share or Net Asset Value per Ordinary Redeemable Share, as detailed in notes 4 and 6.

13.  Analysis of Financial Assets and Liabilities by Measurement Basis

Assets at fair
value through Loans and
profit and loss receivables Total
£ £ £
31 March 2017
Financial Assets as per Statement of Financial Position
Financial assets at fair value through profit or loss:
- Investments 429,399,068 - 429,399,068
- Derivative assets: Forward Currency contracts 4,173,555 - 4,173,555
Cash and cash equivalents - 24,561,068 24,561,068
Amounts due from broker - 6,117,241 6,117,241
Other receivables - 3,177,504 3,177,504
433,572,623 33,855,813 467,428,436
Liabilities at fair Other
value through financial
profit and loss liabilities Total
£ £ £
Financial Liabilities as per Statement of Financial Position
Financial liabilities at fair value through profit or loss:
- Derivative liabilities: Forward currency contracts 163,495 - 163,495
Amounts due to brokers - 14,072,249 14,072,249
Other payables - 580,643 580,643
163,495 14,652,892 14,816,387
Assets at fair
value through Loans and
profit and loss receivables Total
£ £ £
31 March 2016
Financial Assets as per Statement of Financial Position
Financial assets at fair value through profit or loss:
- Investments 333,347,124 - 333,347,124
- Derivative assets: Forward Currency contracts 365,658 - 365,658
Cash and cash equivalents - 4,913,606 4,913,606
Amounts due from broker - 13,098,887 13,098,887
Other receivables - 2,089,799 2,089,799
333,712,782 20,102,292 353,815,074
Liabilities at fair Other
value through financial
profit and loss liabilities Total
£ £ £
Financial Liabilities as per Statement of Financial Position
Financial liabilities at fair value through profit or loss:
- Derivative liabilities: Forward currency contracts 6,172,432 - 6,172,432
Amounts due to brokers - 6,104,874 6,104,874
Dividend payable - 7,521,590 7,521,590
Other payables - 605,374 605,374
6,172,432 14,231,838 20,404,270

14.  Related Parties
a) Directors’ Remuneration & Expenses
The Directors of the Company are remunerated for their services at such a rate as the Directors determine. The aggregate fees of the Directors will not exceed £150,000.

The annual Directors’ fees comprise £35,000 payable to Mr Ash, the Chairman, £32,500 to Mr Burns as Chairman of the Audit Committee and £30,000 to Mr Burwood and Ms Etherden for the year ended 31 March 2017. During the year ended 31 March 2017, Directors fees of £127,151
(31 March 2016: £127,500) were charged to the Company, of which £31,526 (31 March 2016: £46,875) remained payable at the end of the year.

b) Shares held by related parties
As at 31 March 2017, Directors of the Company held the following shares beneficially:

Number of Shares Number of Shares
31.03.17 31.03.16
Trevor Ash 50,000 50,000
Ian Burns 29,242 29,242
Richard Burwood 5,000 5,000
Jeannette Etherden 25,000 25,000

As at 31 March 2017, the Portfolio Manager held Nil Shares (31 March 2016: Nil Shares) and partners and employees of the Portfolio Manager held 1,266,377 Shares (31 March 2016: 1,041,438 Shares), which is 0.32% (2016: 0.32%) of the Issued Share Capital.

c) Portfolio Manager
The portfolio management fee is payable to the Portfolio Manager, TwentyFour Asset Management LLP, monthly in arrears at a rate of 0.75% per annum of the lower of Net Asset Value, which is calculated weekly on each valuation day, or market capitalisation of each class of shares. Total investment management fees for the year amounted to £2,984,744
(31 March 2016: £2,445,832) of which £284,428 (31 March 2016: £203,567) is due and payable at the year end. The Portfolio Management Agreement dated 29 May 2014 remains in force until determined by the Company or the Portfolio Manager giving the other party not less than twelve months' notice in writing. Under certain circumstances, the Company or the Portfolio Manager is entitled to immediately terminate the agreement in writing.

The Portfolio Manager is also entitled to a commission of 0.15% of the aggregate gross offering proceeds plus any applicable VAT in relation to any issue of new Shares, following admission, in consideration of marketing services that it provides to the Company. During the year the Portfolio Manager received £140,699 (31 March 2016: £145,764) in commission.

15.  Material Agreements
a) Alternative Investment Fund Manager

The Company’s Alternative Investment Fund Manager (the “AIFM”) is Maitland Institutional Services Limited (formerly known as Phoenix Fund Services (UK) Limited). In consideration for the services provided by the AIFM under the AIFM Agreement the AIFM is entitled to receive from the Company a minimum fee of £20,000 per annum and fees payable quarterly in arrears at a rate of 0.07% of the Net Asset Value of the Company below £50 million, 0.05% on Net Assets between £50 million and £100 million and 0.03% on Net Assets in excess of £100 million. During the year ended 31 March 2017, AIFM fees of £150,719 (31 March 2016: £126,274) were charged to the Company, of which £36,751 (31 March 2016: £30,728) remained payable at the end of the year.

b) Administrator and Secretary
Administration fees are payable to Northern Trust International Fund Administration Services (Guernsey) Limited monthly in arrears at a rate of 0.06% of the Net Asset Value of the Company below £100 million, 0.05% on Net Assets between £100 million and £200 million and 0.04% on Net Assets in excess of £200 million as at the last business day of the month subject to a minimum £75,000 each year. In addition, an annual fee of £25,000 will be charged for corporate governance and company secretarial services. Total administration and secretarial fees for the year amounted to £214,152 (31 March 2016: £185,444) of which £58,314
(31 March 2016: £44,734) is due and payable at the year end.

c) Depositary
Depositary fees are payable to Northern Trust (Guernsey) Limited, monthly in arrears, at a rate of 0.0175% of the Net Asset Value of the Company up to £100 million, 0.0150% on Net Assets between £100 million and £200 million and 0.0125% on Net Assets in excess of £200 million as at the last business day of the month subject to a minimum £25,000 each year. Total depositary fees and charges for the year amounted to £57,277 (31 March 2016: £48,264) of which £5,413
(31 March 2016: £4,028) is due and payable at the year end.

The Depositary is also entitled to a Global Custody fee of a minimum of £8,500 per annum plus transaction fees. Total Global Custody fees and charges for the year amounted to £41,021
(31 March 2016: £34,083) of which £2,424 (31 March 2016: £2,714) is due and payable at the year end.

16. Financial Risk Management
The Company’s objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Company’s activities, but it is managed through an ongoing process of identification, measurement and monitoring.

The Company’s financial instruments include investments designated at fair value through profit or loss and cash and cash equivalents. The main risks arising from the Company’s financial instruments are market price risk, credit risk and liquidity risk. The techniques and instruments utilised for the purposes of efficient portfolio management are those which are reasonably believed by the Board to be economically appropriate to the efficient management of the Company.

Market risk
Market risk embodies the potential for both losses and gains and includes currency risk, interest rate risk and price risk. The Company’s strategy on the management of market risk is driven by the Company’s investment objective. The Company’s investment objective is to generate attractive risk adjusted returns principally through investment in Asset Backed Securities.

(i) Price risk
The underlying investments comprised in the portfolio are subject to market risk. The Company is therefore at risk that market events may affect performance and in particular may affect the value of the Company’s investments which are valued on a mark to market basis. Market risk is risk associated with changes in market prices or rates, including interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, national and international political circumstances such as the recent UK vote to leave the EU. The Company’s policy is to manage price risk by holding a diversified portfolio of assets, through its investments in Asset Backed Securities.

The Company’s policy also stipulates that no more than 5% of the Portfolio value can be exposed to any single Asset Backed Security or issuer of Asset Backed Securities.

The price of an Asset Backed Security can be affected by a number of factors, including: (i) changes in the market’s perception of the underlying assets backing the security; (ii) economic and political factors such as interest rates and levels of unemployment and taxation which can have an impact on the arrears, foreclosures and losses incurred with respect to the pool of assets backing the security; (iii) changes in the market’s perception of the adequacy of credit support built into the security’s structure to protect against losses caused by arrears and foreclosures; (iv) changes in the perceived creditworthiness of the originator of the security or any other third parties to the transaction; (v) the speed at which mortgages or loans within the pool are repaid by the underlying borrowers (whether voluntary or due to arrears or foreclosures).

(ii) Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect the fair value of financial assets at fair value through profit or loss.

The tables below summarise the Company’s exposure to interest rate risk:

Floating rate Fixed rate Non-interest bearing Total
As at 31 March 2017 £ £ £ £
Financial assets at fair value through profit or loss 429,399,068 - - 429,399,068
Derivative assets - - 4,173,555 4,173,555
Amounts due from broker - - 6,117,241 6,117,241
Other receivables - - 3,177,504 3,177,504
Cash and cash equivalents  24,561,068 - - 24,561,068
Amounts due to broker - - (14,072,249) (14,072,249)
Dividend Payable - - - -
Other payables - - (580,643) (580,643)
Derivative liabilities - -  (163,495)  (163,495)
Net current assets 453,960,136 - (1,348,087) 452,612,049

   

Floating rate Fixed rate Non-interest bearing Total
As at 31 March 2016 £ £ £ £
Financial assets at fair value through profit or loss 333,347,124 - - 333,347,124
Derivative assets - - 365,658 365,658
Amounts due from broker - - 13,098,887 13,098,887
Other receivables - - 2,089,799 2,089,799
Cash and cash equivalents 4,913,606 - - 4,913,606
Amounts due to broker - -  (6,104,874)  (6,104,874)
Dividend Payable - - (7,521,590)  (7,521,590)
Other payables - -  (605,374)  (605,374)
Derivative liabilities - - (6,172,432) (6,172,432)
Net current assets 338,260,730 -  (4,849,926) 333,410,804

The Company only holds floating rate financial instruments and when short-term interest rates increase, the interest rate on a floating rate will increase. The time to re-fix interest rates ranges from 1 month to a maximum of 6 months and therefore the Company has minimal interest rate risk. However the Company may choose to utilise appropriate strategies to achieve the desired level of interest rate exposure (the Company is permitted to use, for example, interest rate swaps to accomplish this). The value of asset backed securities may be affected by interest rate movements. Interest receivable on bank deposits or payable on bank overdraft positions will be affected by fluctuations in interest rates, however the underlying cash positions will not be affected.

The Company’s continuing position in relation to interest rate risk is monitored on a weekly basis by the Portfolio Manager as part of its review of the weekly NAV calculations prepared by the Company’s Administrator.

(iii) Foreign currency risk
Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company invests predominantly in non-Sterling assets while its Shares are denominated in Sterling, its expenses are incurred in Sterling and its presentational currency is Sterling. Therefore the Statement of Financial Position may be significantly affected by movements in the exchange rate between Euro and Sterling. The Company manages the exposure to currency movements by using spot and forward foreign exchange contracts, rolling forward on a periodic basis.

At the year end, the Company had five (31 March 2016: twenty six) open forward currency contracts.

Open forward currency contracts

Outstanding
contracts
Mark to market equivalent
Unrealised gains/(losses)
Contract values
31.03.2017 31.03.2017 31.03.2017 31.03.2017
€ £ £ £
Two Sterling forward foreign currency
contracts totalling:
Settlement date 25 April 2017 329,674,023 286,255,696 282,082,141 4,173,555
Three Euro forward foreign currency
contracts totalling:
Settlement date 18 April 2017 (10,625,413) (9,225,799) (9,090,178) (135,621)
Settlement date 25 April 2017 (3,017,167) (2,609,481) (2,581,607) (27,874)
4,010,060

   

Mark to market equivalent Unrealised gains/(losses)
Outstanding contracts
Contract  values 
31.03.2016 31.03.2016 31.03.2016 31.03.2016
€ £ £ £
Sixteen Sterling forward foreign currency
contracts totalling:
       Settlement date 1 April 2016 6,696,995 5,281,961 5,309,651 (27,690)
       Settlement date 4 April 2016 9,471,003 7,501,035 7,508,998 (7,963)
       Settlement date 11 April 2016 364,173,101 282,627,318 288,764,097 (6,136,779)
Ten Euro forward foreign currency
contracts totalling:
        Settlement date 11 April 2016 (43,063,238) (33,801,606) (34,150,051) 348,445
        Settlement date 12 May 2016 (3,026,846) (2,382,785) (2,399,998) 17,213
 (5,806,774)

As at 31 March 2017 and as at 31 March 2016 the Company held the following assets and liabilities denominated in Euro:

As at As at
31.03.2017 31.03.2016
Assets: £ £
Investments 277,225,290 256,316,926
Cash and cash equivalents 173,531 562,411
Other receivables 8,783,797 1,823,785
Amounts due from broker 6,117,241 6,104,874
Amounts due to broker (9,088,257) -
Less: Open forward currency contracts (270,410,355) (265,032,697)
 12,801,247  (224,701)

The tables below summarise the sensitivity of the Company’s assets and liabilities to changes in foreign exchange movements between Euro and Sterling at 31 March 2017 and 31 March 2016. The analysis is based on the assumption that the relevant foreign exchange rate increased/decreased by the percentage disclosed in the table, with all other variables held constant. This represents management’s best estimate of a reasonable possible shift in the foreign exchange rates, having regard to historical volatility of those rates.

As at As at
31.03.2017 31.03.2016
£ £
Impact on Statement of Comprehensive Income in response to a:
- 10% increase (65,178) (37,831)
- 10% decrease 298,239 101,378
Impact on Statement of Changes in Equity in response to a:
- 10% increase (65,178) (37,831)
- 10% decrease 298,239 101,378

(iv) Reinvestment risk
Reinvestment risk is the risk that future coupons from a bond will not be reinvested at the prevailing interest rate when the bond was initially purchased.

A key determinant of a bond’s yield is the price at which it is purchased and, therefore, when the market price of bonds generally increases, the yield of bonds purchased generally decreases. As such, the overall yield of the portfolio, and therefore the level of dividends payable to Shareholders, would fall to the extent that the market prices of Asset Backed Securities generally rise and the proceeds of Asset Backed Securities held by the Company that mature or are sold are not able to be reinvested in Asset Backed Securities with a yield comparable to that of the portfolio as a whole.

Price sensitivity analysis
The following details the Company’s sensitivity to movement in market prices. The analysis is based on a 5% increase or decrease in market prices. This represents management’s best estimate of a reasonable possible shift in market prices, having regard to historical volatility.

At 31 March 2017, if the market prices had been 5% higher with all other variables held constant, the increase in the net assets attributable to equity Shareholders would have been £21,469,953 (31 March 2016: £16,667,356). An equal change in the opposite direction would have decreased the net assets attributable to equity Shareholders by the same amount.

Actual trading results may differ from the above sensitivity analysis and those differences may be material.

Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a credit policy in place and the exposure to credit risk is monitored on an on-going basis.

The main concentration of credit risk to which the Company is exposed arises from the Company’s investments in Asset Backed Securities. The Company is also exposed to counterparty credit risk on forwards, cash and cash equivalents, amounts due from brokers and other receivable balances.

The Company’s policy to manage this risk is by no more than 20% of the portfolio value being backed by collateral in any single country (save that this restriction will not apply to Northern European countries). The Company also manages this credit risk by no more than 5% of the portfolio being exposed to any single Asset Backed Security or issuer of Asset Back Securities and no more than 10% of the portfolio value being exposed to instruments not deemed securities for the purposes of the Financial Services and Market Act 2000.

Portfolio of Asset Backed Securities by ratings category using the highest rating assigned by Standard and Poor’s (“S&P”), Moody’s Analytics (Moody’s”) or Fitch Ratings (“Fitch”):

31.03.17 31.03.16
AAA 4.72% 0.60%
AA+ 0.00% 0.77%
AA 1.70% 0.85%
AA- 2.94% 3.24%
A+ 3.99% 2.41%
A 3.88% 7.85%
A- 4.50% 11.70%
BBB+ 6.21% 5.59%
BBB 10.37% 9.32%
BBB- 2.18% 8.30%
BB+ 0.00% 1.90%
BB 19.21% 20.28%
BB- 1.77% 2.68%
B+ 1.22% 0.44%
B 21.11% 13.80%
B- 1.38% 0.79%
CC 0.00% 2.06%
NR 14.82% 7.42%
100.00% 100.00%

To further minimise credit risk, the Portfolio Manager undertakes extensive due diligence procedures on investments in Asset Backed Securities and monitors the on-going investment in these securities. The Company may also use credit default swaps to mitigate the effects of market volatility on credit risk.

The Company manages its counterparty exposure in respect of cash and cash equivalents and forwards by investing with counterparties with a “single A” or higher credit rating. All cash is currently placed with The Northern Trust Company. The Company is subject to credit risk to the extent that this institution may be unable to return this cash. The Northern Trust Company is a wholly owned subsidiary of The Northern Trust Corporation. The Northern Trust Corporation is publicly traded and a constituent of the S&P 500. The Northern Trust Corporation has a credit rating of A+ from Standard & Poor's and A2 from Moody's.

The Company’s maximum credit exposure is limited to the carrying amount of financial assets recognised as at the statement of financial position date, as summarised below:

As at
31.03.2017
£
Investments 429,399,068
Cash and cash equivalents 24,561,068
Unrealised gains on derivative assets 4,173,555
Amounts due from broker 6,117,241
Other receivables 3,177,504
467,428,436

   

As at
31.03.2016
£
Investments 333,347,124
Cash and cash equivalents 4,913,606
Unrealised gains on derivative assets 365,658
Amounts due from broker 13,098,887
Other receivables 2,089,799
353,815,074

Investments in Asset Backed Securities that are not backed by mortgages present certain risks that are not presented by Mortgage-Backed Securities (“MBS”). Primarily, these securities may not have the benefit of the same security interest in the related collateral. Therefore, there is a possibility that recoveries on defaulted collateral may not, in some cases, be available to support payments on these securities. The risk of investing in these types of Asset Backed Securities is ultimately dependent upon payment of the underlying debt by the debtor.

Liquidity risk
Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous.

Investments made by the Company in Asset Backed Securities may be relatively illiquid and this may limit the ability of the Company to realise its investments. Investments in Asset Backed Securities may also have no active market and the Company also has no redemption rights in respect of these investments. The Company has the ability to borrow to ensure sufficient cash flows.

The Portfolio Manager considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. Cash flows from trade and other receivables are all contractually due within twelve months.

The Portfolio Manager maintains a liquidity management policy to monitor the liquidity risk of the Company.

Shareholders have no right to have their shares redeemed or repurchased by the Company, however Shareholders may elect to realise their holdings as detailed under note 12 and the Capital Risk Management section of this note.

Shareholders wishing to release their investment in the Company are therefore required to dispose of their shares on the market. Therefore there is no risk that the Company will not be able to fund redemption requests.

The tables below analyse the Company’s liabilities into relevant maturity groupings based on the maturities at the statement of financial position date. The amounts in the table are the undiscounted net cash flows on the financial liabilities: 

Up to 1 month 1-6 months 6-12 months Total 
As at 31 March 2017 £ £ £ £
Financial liabilities
Amounts due to brokers - (14,072,249) - (14,072,249)
Unrealised loss on derivative liabilities (163,495) - - (163,495)
Other payables (528,943) (51,700) - (580,643)
Total  (692,438) (14,123,949) - (14,816,387)

   

Up to 1 month 1-6 months 6-12 months Total 
As at 31 March 2016 £ £ £ £
Financial liabilities
Amounts due to brokers - (6,104,874) - (6,104,874)
Unrealised loss on derivatives (6,172,432) - - (6,172,432)
Dividend payable (7,521,590) - - (7,521,590)
Other payables (539,174) (66,200) - (605,374)
Total  (14,233,196)  (6,171,074) - (20,404,270)

Capital risk management
The Company manages its capital to ensure that it is able to continue as a going concern while following the Company’s stated investment policy. The capital structure of the Company consists of Shareholders’ equity, which comprises share capital and other reserves. To maintain or adjust the capital structure, the Company may return capital to Shareholders or issue new Shares. There are no regulatory requirements to return capital to Shareholders.

(i) Share buybacks
The Company has been granted the authority to make market purchases of up to a maximum of 14.99% of the aggregate number of Ordinary Redeemable Shares in issue immediately following Admission at a price not exceeding the higher of (i) 5% above the average of the mid-market values of the Ordinary Redeemable Shares for the 5 business days before the purchase is made or, (ii) the higher of the price of the last independent trade and the highest current investment bid for the Ordinary Redeemable Shares.

In deciding whether to make any such purchases the Directors will have regard to what they believe to be in the best interests of Shareholders as a whole, to the applicable legal requirements and any other requirements in its Articles. The making and timing of any buybacks will be at the absolute discretion of the Board and not at the option of the Shareholders, and is expressly subject to the Company having sufficient surplus cash resources available (excluding borrowed moneys). The Listing Rules prohibit the Company from conducting any share buybacks during close periods immediately preceding the publication of annual and interim results.

(ii)   Realisation opportunity
The realisation opportunity shall be at the annual general meeting of the Company in each third year, with the next realisation opportunity being in 2019, subject to the aggregate NAV of the continuing Ordinary Redeemable Shares on the last Business Day before Reorganisation being not less than £100 million.

It is anticipated that realisations will be satisfied by the assets underlying the relevant shares being managed on a realisation basis, which is intended to generate cash for distribution as soon as practicable and may ultimately generate cash which is less than the published NAV per Realisation Share.

In the event that the Realisation takes place, it is anticipated that the ability of the Company to make returns of cash to the holders of Realisation Shares will depend in part on the ability of the Portfolio Manager to realise the portfolio.

(iii)  Continuation votes
In the event that the Company does not meet the dividend target in any financial reporting period as disclosed in note 19, the Directors may convene a general meeting of the Company where the Directors will propose a resolution that the Company should continue as an Investment Company.

17.  Fair Value Measurement
All assets and liabilities are carried at fair value or at carrying value which equates to fair value.

IFRS 13 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

(i)    Quoted prices (unadjusted) in active markets for identical assets or liabilities    (level 1).
(ii)     Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices including interest rates, yield curves, volatilities, prepayment speeds, credit risks and default rates) or other market corroborated inputs (level 2).
(iii)    Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following tables analyse within the fair value hierarchy the Company’s financial assets and liabilities (by class) measured at fair value for the years ended 31 March 2017 and
31 March 2016.

Level 1 Level 2 Level 3 Total
£ £ £ £
Assets
Financial assets at fair value through profit or loss:
Asset Backed Securities:
BTL RMBS - 26,151,150 3,521,770 29,672,920
CMBS - 6,380,449 - 6,380,449
Consumer ABS - 17,381,807 19,375,719 36,757,526
Leveraged Loan CLO - 142,981,296 11,236,233 154,217,529
Non-Conforming RMBS - 115,564,375 3,800,826 119,365,201
Prime RMBS - 80,760,181 1,411,834 82,172,015
Student Loans - 833,428 - 833,428
Forward currency contracts - 4,173,555 - 4,173,555
Total assets as at 31 March 2017 - 394,226,241 39,346,382 433,572,623
Liabilities
Financial liabilities at fair value through profit or loss:
Forward currency contracts - 163,495 - 163,495
Total liabilities as at 31 March 2017 - 163,495 - 163,495
Level 1 Level 2 Level 3 Total
£ £ £ £
Assets
Financial assets at fair value through profit or loss:
Asset Backed Securities:
BTL RMBS - 28,030,842 - 28,030,842
CMBS - 17,955,830 - 17,955,830
Consumer ABS - 6,349,756 - 6,349,756
Leases - 6,849,079 - 6,849,079
Leveraged Loan CLO - 99,439,479 25,025,496 124,464,975
Non-Conforming RMBS - 63,484,822 - 63,484,822
Peripheral RMBS - 10,457,117 1,786,704 12,243,821
Prime RMBS - 67,724,392 2,263,309 69,987,701
Student Loans - 3,980,297 - 3,980,297
Forward currency contracts - 365,658 - 365,658
Total assets as at 31 March 2016 - 304,637,272 29,075,509 333,712,781
Liabilities
Financial liabilities at fair value through profit or loss:
Forward currency contracts - 6,172,432 - 6,172,432
Total liabilities as at 31 March 2016 - 6,172,432 - 6,172,432

Asset Backed Securities which have a value based on quoted market prices in active markets are classified in level 1. At the end of the year, no Asset Backed Securities held by the Company are classified as level 1.

Asset Backed Securities which are not traded or dealt on organised markets or exchanges are classified in level 2 or level 3. Asset Backed securities priced at cost are classified as level 3. Asset Backed securities with prices obtained from independent price vendors, where the Portfolio Manager is able to assess whether the observable inputs used for their modelling of prices is accurate and the Portfolio Manager has the ability to challenge these vendors with further observable inputs, are classified as level 2. Prices obtained from vendors who are not easily challengeable or transparent in showing their assumptions for the method of pricing these assets, are classified as level 3. Asset Backed Securities priced at an average of two vendors’ prices are classified as level 3.

Where the Portfolio Manager determines that the price obtained from an independent price vendor is not an accurate representation of the fair value of the Asset Backed Security, the Portfolio Manager may source prices from third party broker or dealer quotes and if the price represents a reliable and an observable price, the Asset Backed Security is classified in level 2. Any broker quote that is over 20 days old is considered stale and is classified as level 3.

There were no transfers between level 1 and 2 during the year, however transfers from level 3 to level 2 occurred based on the Portfolio Manager’s ability to obtain a reliable and observable price as detailed above.

During the year the level classification policy employed by the Portfolio Manager was updated following an exercise undertaken to assess the transparency offered by third party price vendors, which has enabled the Portfolio Manager to determine the appropriate classification between level 2 and level 3 with greater precision.

As such the comparative period level three information has been restated to account for a reclassification from level 3 to level 2 amounting to £216,448,116, such that the comparative levelling table is comparable and in line with the Company’s enhanced levelling assessment.

Due to the inputs into the valuation of Asset Backed Securities classified as level 3 not being available or visible to the Company, no meaningful sensitivity on inputs can be performed.

The following tables present the movement in level 3 instruments for the years ended 31 March 2017 and 31 March 2016 by class of financial instrument.










Opening
balance









Purchases
/(sales)
Net realised
gain/(loss) for
the year
included in the
Statement of
Comprehensive
Income for
level 3
Investments
held at 31
March 2017
Net unrealised
gain/(loss) for
the year
included in the
Statement of
Comprehensive
Income for
level 3
Investments
held at 31
March 2017








Transfer
into Level









Transfer out
Level 3









Closing
balance
£ £ £ £ £ £ £
BTL RMBS - (2,017,018) 67,152  (8,113) 5,479,749 - 3,521,770
CMBS - (973,931)  (10,542) 24,400 960,073 - -
Consumer ABS - 19,165,711 8,746 201,262 - - 19,375,719
Leases - (8,154,565) 1,215,073 90,413 6,849,079 - -
Leveraged Loan CLO 25,025,496 (60,120,439) 9,286,434 1,872,148 52,848,703 (17,676,109) 11,236,233
Non-Conforming RMBS - (21,409,645) 2,301,681 141,765 22,767,025 - 3,800,826
Peripheral RMBS 1,786,704 (13,318,258) 1,434,630 (360,192) 10,457,116 - -
Prime RMBS 2,263,309 1,047,225 367,356 (2,746) - (2,263,310) 1,411,834
Total at 31 March 2017 29,075,509 (85,780,920) 14,670,530 1,958,937 99,361,745 (19,939,419) 39,346,382









Opening
balance









Purchases
/(sales)
Net realised
gain/(loss) for
the year
included in the
Statement of
Comprehensive
Income for
level 3
Investments
held at 31
March 2016
Net unrealised
(loss)/gain for
the year
included in the
Statement of
Comprehensive
Income for
level 3
Investments
held at 31
March 2016








Transfer
into Level









Transfer out
Level 3









Closing
balance
£ £ £ £ £ £ £
CMBS 2,900,545 (2,885,946) 940  (15,539) - - -
Leveraged Loan CLO 8,993,020 15,407,375 (926,514) 689,822 8,586,838 (7,725,045) 25,025,496
Non-Conforming RMBS 6,443,532 - - - - (6,443,532) -
Peripheral RMBS - (215,450) (84,348)  (18,596) 2,105,098 - 1,786,704
Prime RMBS 4,261,707 110,633 109,660  (160,218) 2,203,234 (4,261,707) 2,263,309
Total at 31 March 2016  22,598,804 12,416,612 (900,262) 495,469 12,895,170 (18,430,284) 29,075,509

The following tables analyse within the fair value hierarchy the Company’s assets and liabilities not measured at fair value at 31 March 2017 and 31 March 2016 but for which fair value is disclosed.

Level 1 Level 2 Level 3 Total
31.03.2017 31.03.2017 31.03.2017 31.03.2017
£ £ £ £
Assets
Cash and cash equivalents 24,561,068 - - 24,561,068
Amounts due from broker - 6,117,241 - 6,117,241
Other receivables - 3,177,504 - 3,177,504
Total 24,561,068 9,294,745 - 33,855,813
Liabilities
Amounts due to brokers - 14,072,249 - 14,072,249
Other payables - 580,643 - 580,643
Total - 14,652,892 - 14,652,892
Level 1 Level 2 Level 3 Total
31.03.2016 31.03.2016 31.03.2016 31.03.2016
£ £ £ £
Assets
Cash and cash equivalents 4,913,606 - - 4,913,606
Amounts due from brokers - 13,098,887 - 13,098,887
Other receivables - 2,089,799 - 2,089,799
Total 4,913,606 15,188,686 - 20,102,292
Liabilities
Amounts due to brokers - 6,104,874 - 6,104,874
Dividend payable - 7,521,590 - 7,521,590
Other payables - 605,374 - 605,374
Total - 14,231,838 - 14,231,838

The assets and liabilities included in the above table are carried at amortised cost; their carrying values are a reasonable approximation of fair value.

Cash and cash equivalents include cash in hand and deposits held with banks.

Amounts due to brokers and other payables represent the contractual amounts and obligations due by the Company for settlement of trades and expenses. Amounts due from brokers and other receivables represent the contractual amounts and rights due to the Company for settlement of trades and income.

18.  Segmental Reporting
The Board is responsible for reviewing the Company’s entire portfolio and considers the business to have a single operating segment. The Board’s asset allocation decisions are based on a single, integrated investment strategy, and the Company’s performance is evaluated on an overall basis.

The Company invests in a diversified portfolio of Asset Backed Securities. The fair value of the major financial instruments held by the Company and the equivalent percentages of the total value of the Company, are reported in the Top Twenty Holdings.

Revenue earned is reported separately on the face of the Statement of Comprehensive Income as investment income being interest income received from Asset Backed Securities.

19.  Dividend Policy
The Board intends to distribute an amount at least equal to the value of the Company’s net income arising each quarter to the holders of Ordinary Redeemable Shares. For these purposes, the Company’s income will include the interest payable by the Asset Backed Securities in the Portfolio and the amortisation of any discount or premium to par at which an Asset Backed Security is purchased over its remaining expected life, prior to its maturity, however there is no guarantee that the dividend target for future financial years will be met or that the Company will make any distributions at all.

Distributions made with respect to any income period comprise (a) the accrued income of the portfolio for the period, and (b) an additional amount to reflect any income purchased in the course of any share subscriptions that took place during the period.  Including purchased income in this way ensures that the income yield of the shares is not diluted as a consequence of the issue of new shares during an income period and (c) any income on the foreign exchange contracts created by the LIBOR differentials between each foreign currency pair.

The Board expects that dividends will constitute the principal element of the return to the holders of Ordinary Redeemable Shares.

The Company declared the following dividends in respect of the distributable profit for the year ended 31 March 2017:    

Period to Dividend rate per Share (pence) Net dividend payable (£) Record date Ex-dividend date Pay date
30 June 2016 0.015 4,966,054 14 July 2016 15 July 2016 29 July 2016
30 September 2016 0.015 5,824,712 21 October 2016 20 October 2016 31 October 2016
31 December 2016 0.015 5,899,712 20 January 2017 19 January 2017 31 January 2017
31 March 2017 0.0249 9,855,772 21 April 2017 20 April 2017 28 April 2017

Under the Companies (Guernsey) Law, 2008, the Company can distribute dividends from capital and revenue reserves, subject to the net asset and solvency test. The net asset and solvency test considers whether a company is able to pay its debts when they fall due, and whether the value of a company’s assets is greater than its liabilities. The Board confirms that the Company passed the net asset and solvency test for each dividend paid.

20.  Ultimate Controlling Party
In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate controlling party.

21.  Subsequent Events
These Financial Statements were approved for issuance by the Board on 5 July 2017. Subsequent events have been evaluated until this date.

On 28 April 2017, the Company paid a dividend as detailed in note 19.

CORPORATE INFORMATION

Directors
Trevor Ash (Chairman)
Ian Burns
Richard Burwood
Jeannette Etherden
Custodian, Principal Banker and Depositary
Northern Trust (Guernsey) Limited
PO Box 71
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3DA
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3QL
Administrator and Company Secretary
Northern Trust International Fund Administration
Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3QL
Alternative Investment Fund Manager (“AIFM”)
Maitland Institutional Services Limited
Springfield Lodge
Colchester Road
Chelmsford, CM2 5PW
Broker and Financial Adviser
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London, EC4M 7LT
Portfolio Manager
TwentyFour Asset Management LLP
th Floor, The Monument Building
11 Monument Street,
London
EC3R 8AF
Independent Auditor
PricewaterhouseCoopers CI LLP
PO Box 321
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND
UK Legal Advisers to the Company
Eversheds LLP
One Wood Street
London, EC2V 7WS
Receiving Agent
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS13 8AE
Guernsey Legal Advisers to the Company
Carey Olsen
Carey House
Les Banques
St Peter Port
Guernsey, GY1 4BZ
Registrars
Computershare Investor Services (Guernsey) Limited
st  Floor
Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 1DB
Investor Meets Company
UK 100