Annual Financial Report

RNS Number : 5464D
Aberdeen Standard Asia Focus PLC
29 October 2020
 

ABERDEEN STANDARD ASIA FOCUS PLC

Legal Entity Identifier (LEI):  5493000FBZP1J92OQY70

 

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 JULY 2020

 

STRATEGIC REPORT - COMPANY SUMMARY AND FINANCIAL HIGHLIGHTS

 

Financial Highlights

 

Net asset value total return (diluted)AB  

MSCI AC Asia Pacific ex Japan Index total returnC

MSCI AC Asia Pacific ex Japan Small Cap Index total returnC

 

2020  -13.6%

2020  +1.9%

2020  -2.5%

 

2019

+7.1%

2019

+5.7%

2019

-0.5%

 







 

Share price total returnA

Discount to net asset valueAB

Dividends per Ordinary shareD

 

2020  -13.2%

2020  11.4%

2020  19.00p

 

2019

+11.4%

2019

11.6%

2019

19.00p

 


A   Alternative Performance Measure (see pages 90 and 91 of the published Annual Report and financial statements for the year ended 31 July 2020).

B   Presented on an undiluted basis as the Convertible Unsecured Loan Stock ("CULS") is "out of the money"

C   Currency adjusted, capital gains basis.

D   Dividends are subject to shareholder approval at the Annual General Meeting.

 

 

STRATEGIC REPORT - CHAIRMAN'S STATEMENT

 

Results

The last twelve months has, to say the least, been fraught and eventful. Equity markets worldwide faced a raft of macroeconomic and geopolitical challenges, with a global public health crisis thrown in for good measure. In this tumultuous environment, your Company's net asset value (NAV) fell by 13.6% in sterling terms and its share price by a similar 13.2%. In comparison, the MSCI Asia Pacific ex-Japan Small Cap Index declined by 2.5%. The decline in NAV was compounded by the gearing of the portfolio during the period, with the level of borrowings accentuating the fall, much the same as it has amplified the rebound from the lows of March.

 

Sentiment and liquidity, rather than fundamentals, have been the key drivers of equity markets, as investors vacillated between fears of an economic crisis caused by the pandemic and optimism resulting from unrivalled monetary and fiscal support worldwide. As a consequence, investors' interests have been focused on the upper end of the equity universe by market capitalisation. Small companies have, therefore, generally suffered from neglect. For your Company, its policy of investing in companies valued at US$1.5 billion or below, places it towards the even more overlooked lower end of the small-cap universe, where the negative impact was amplified. These smaller holdings suffered as defensive investors turned more risk averse amid the volatility. 

 

Although both frustrating and disappointing from a performance perspective for the period under review, there is hope looking further ahead. Many of the companies your Manager is investing in today are better valued, with convincing long-term prospects underpinned by strong balance sheets. I believe, as your Manager does, that these holdings are poised for a recovery when the pandemic ends. On top of that, increased volatility in stock markets has given rise to new investment opportunities and your Manager has been active in adding new ideas to the portfolio, positioning it so that it is primed for a turnaround and sustainable long-term growth. Encouragingly, many of these new holdings have been the best-performing stocks in the portfolio over the past year.

 

Overview

While the Covid-19 pandemic and its fallout dominated the market narrative over the latter half of the period, it is easy to forget that small-cap equities started the period on the back foot. The push and pull of US-China trade tensions over the previous year had hampered the asset class, as many of these Asian smaller companies are plugged into the global supply chain that relies heavily on international trade. The signing of an initial trade deal between the two economic behemoths brought brief respite at the start of 2020. But this was short lived as the rapid spread of Covid-19 sent markets into a tailspin. After initial lockdowns proved effective, share prices rose again, underpinned largely by the massive monetary and fiscal largesse of central banks and governments worldwide.

 

In the wake of the pandemic, markets have behaved rather atypically - China, usually more volatile, proved resilient, thanks to its effective but draconian handling of the pandemic that allowed an earlier re-opening of its economy compared to the rest of the region. Not only that, but China benefited from its large domestic consumer base that was spurred on by Beijing's ample stimulus. This meant that the portfolio's lower exposure to China was a disadvantage. In contrast, markets that were supposed to be more stable, such as Australia, Hong Kong, and Singapore, suffered large corrections. With international trade and travel interrupted, many of these open economies stumbled. Similarly, our larger-than-benchmark exposure to Thailand , heavily dependent on exports and tourism, also hurt.

 

Given these tectonic shifts, your Manager has been re-evaluating the portfolio's composition. Among the changes made were the divestment of a number of underlying holdings and reductions in positions in India, Indonesia and Thailand. Traditionally, India is a major component of the portfolio because it offers a dynamic range of small, quality companies that benefit from its large domestic market, and ranks well in corporate governance terms. However, India has not been able to get the virus under control as effectively as China, delaying a resumption in business activity with clear economic and social costs. While Covid-19 has brought unprecedented challenges to certain countries and sectors, your Manager's disciplined, bottom-up stock-picking approach, concentrating on business resilience, is a source of comfort, with none of your Company's underlying holdings under existential threat as a result of the crisis. We have seen how the pandemic has accelerated the adoption of technology by both businesses and individuals as they adapt to the lockdowns. This has resulted in a surge in demand for data, stemming from video conferencing, online shopping, working from home and e-entertainment needs. Your Manager has been shrewd in nurturing a number of growth-oriented companies, particularly in the information technology and e-commerce sectors, such as AEM Holdings, MoMo.com and Park Systems. The addition of technology firm Affle India and biotech company Syngene International over the period also bore fruit, showing that the strategy to include these new-economy growth stocks to complement the Trust's long-held traditional businesses was prudent. While valuations generally tend to be dearer for such growth stocks, your Manager is optimistic about their prospects and expects further market upheaval to present opportunities to pick up bargains when valuations become attractive.

 

On the flipside, more traditional businesses held within the Company in the financials and consumer discretionary space have naturally suffered, while the Trust's relatively lighter exposure to North Asian markets like China and Korea proved to be a disadvantage, given those countries' better handling of the pandemic and greater flexibility to boost spending to support their citizens. During the period, your Manager sold a number of holdings with either a dimmer growth outlook or where valuations appeared full, albeit only one was as a direct response to Covid-19. Specifics of the Trust's performance will be dealt with in detail in the Manager's report.

 

Your Manager focuses on market-leading companies, with healthy balance sheets, led by prudent management who generate sustainable earnings. This has resulted in a portfolio more balanced in its exposures. To some degree, the domestic focus of these small companies insulated them from external shocks, such as the impact felt by the oil and gas sector in the face of an unstable pricing environment, caused by the sudden plunge in demand and exacerbated by a resurgence of geopolitical tension. Hong Kong is worth mentioning, since your Company has significant exposure there, albeit a large part of the underlying business activities of these investments is with China. The former British colony faces heavy pressure from the US spilling over from America's ongoing trade tiff with the mainland. Insult was added to injury when the US revoked Hong Kong's special trade status in response to Beijing's new national security law that curtailed the territory's autonomy. More recently, goods made in Hong Kong have to be re-labeled "Made in China", subjecting them to further trade rules that are likely to hobble companies operating there. Your Manager continues to keep a close watch on these developments.

 

Dividend

As advised in previous years and subject to market conditions, it is your Company's aim to maintain or increase the Ordinary dividend so that shareholders can rely on a consistent stream of income. In the current year, we have seen continued strength in both the ordinary income and the income that we receive as special dividends.  In view of this, the Board is recommending a final dividend of 14.5p per share (2019 14.0p) representing an increase of 3.6% and a special dividend of 4.5p per share (2019 5.0p). The payments will allow for a small surplus to be transferred to the brought forward revenue reserves which can be used in future years in the event of any temporary shortfalls in revenue. If approved by shareholders at the Annual General Meeting of the Company on 1 December 2020, both dividends will be paid on 9 December 2020 to shareholders on the register on 13 November 2020. 

 

The Board is conscious that the majority of the Company's investee companies had already earned and paid their 2020 distributions by the time that the Covid-19 pandemic took hold in early 2020 and therefore the Board intends to monitor carefully receipts for the remainder of the current year and stands ready to use the significant brought forward revenue reserves if required to smooth out any short term impact of the pandemic on earnings.

 

Gearing and Share Capital Management

The Company's year-end net gearing was 9.9%. The majority of the gearing is provided by the new CULS 2025 together with bank loans. The Company has a two year multicurrency revolving loan facility with The Royal Bank of Scotland International Limited, London Branch (the "Loan Facility"). Under the Loan Facility £11.2 million was drawn down at the year end.  The level of gearing is managed actively and at the time of writing drawings amounted to £11.2 million representing net gearing of 10.1%.

 

The Board believes that it is in the long-term interest of the Ordinary shareholders to take advantage of the current low interest rates prevailing in today's market to extend, and secure, the Company's debt profile beyond the CULS redemption date. Accordingly, on 20 October 2020 the Board announced that it has agreed terms (through the acceptance of a conditional offer that is subject to diligence and agreement of legal documentation) to extend and secure the Company's long-term borrowings through the issuance of a £30 million 15 year Senior Unsecured Loan Note (the "Loan Note") at an annualised interest rate of 3.05%. The Loan Note will be unsecured, unlisted and denominated in sterling. The Loan Note shall rank pari passu with the Company's other unsecured and unsubordinated financial indebtedness. The Company intends to use the proceeds of the Loan Note to repay, and cancel in full, the Company's Loan Facility.  The remainder will be available for the Company's Manager to invest on behalf of the Company.  The new Loan Note will provide the Manager with greater flexibility and additional cash resources to take advantage of investment opportunities that are expected to arise over the coming period.

 

Under the terms of the Loan Note up to an additional £35 million will also be available for drawdown by the Company for a five-year period.  The Board's current intention would be to only draw this down to repay any of the Company's existing Convertible Unsecured Loan Stock, either at their redemption in 2025, or before.  This will be kept under review.  The minimum drawdown would be in tranches of £10m and the exact terms of such borrowing would be agreed at the time of drawdown.  The Company will pay no fees on this facility, other than minimal legal fees.

 

During the year the Company purchased for treasury 1,484,256 Ordinary shares at a discount to the prevailing NAV (exclusive of income). Subsequent to the period end a further 487,500 Ordinary shares have been purchased into treasury. Share buy backs can provide liquidity to the market and reduce the volatility of any discount as well as modestly enhancing the NAV for shareholders.

 

Annual General Meeting

The Board has been considering how best to deal with the potential impact of the Covid-19 pandemic on arrangements for the Company's AGM. The Company is required by law to hold an AGM and the Board had been working on the basis that the Company's AGM would be held in its usual format on 1 December 2020 as previously scheduled. Given the possibility that some measure of restriction on public gatherings and maintaining social distancing may remain in place in December, the Board has resolved to amend the format of the AGM for this year. Therefore, whilst the formal business of the AGM will be considered, the meeting will be functional only, and will follow the minimum legal requirements for an AGM. There will be no physical presentation from the investment managers and no refreshments will be offered, I am sorry to say. If the guidance on public gatherings remains in place in December, shareholders are strongly discouraged from attending the meeting and indeed entry may be refused if the law and/or Government guidance so requires. In such circumstances, arrangements will be made by the Company to ensure that the minimum number of shareholders required to form a quorum will attend the meeting in order that the meeting may proceed and the business concluded. The Board considers these revised arrangements to be in the best interests of shareholders in the current circumstances.

 

A presentation from the Investment Manager, along with the AGM results, will be made available to shareholders on the Company's website shortly after the AGM.

 

In light of the pandemic and the revised format of this year's meeting, shareholders are encouraged to raise any questions in advance of the AGM with the Company Secretary at Asia.Focus@aberdeen-asset.com. Questions must be received by 5.00pm on 27 November 2020. Any questions received will be replied to by either the Manager or Board via the Company Secretary.

 

Given the evolving government guidance on Covid-19, the Company will continue to keep arrangements for the AGM under review and it is possible the arrangements will need to change. We will keep shareholders updated of any changes through the Company's website (asia-focus.co.uk) and announcements to the London Stock Exchange. We trust that shareholders will be understanding of this approach.

The Board strongly encourages all shareholders to exercise their votes in respect of the meeting in advance by completing the enclosed form of proxy, or letter of direction for those who hold shares through the Aberdeen Standard Investments savings plans. This should ensure that your votes are registered in the event that physical attendance at the AGM is not possible or restricted. Further details on how to attend and vote at Company Meetings for holders of shares via other share plans and platforms can be found on the AIC's website at: theaic.co.uk/aic/shareholder-voting-consumer-platforms.

 

In addition to the usual ordinary business being proposed at the AGM, as special business the Board is seeking to renew the authority to issue new shares and sell treasury shares for cash at a premium without pre-emption rules applying and to renew the authority to buy back shares and either hold them in treasury for future resale (at a premium to the prevailing NAV per share) or cancel them.

 

Directorate

As part of the previously advised process of succession planning Haruko Fukuda retired from the Board on 31 March 2020 and I would like to reiterate our thanks to her for her very significant contribution to the Company since 2003.  On 3 June 2020 Krishna Shanmuganathan joined the Board as an independent non executive Director. He founded Scylax Partners in 2016 and prior to that was managing partner at Hakluyt & Company (Asia), a risk advisory company, having established and led the Asia Pacific offices of the firm, based in Singapore.  Before that Krish held research and analyst roles at Fidelity International and Cambridge Associates after a successful and varied career in the Foreign & Commonwealth Office.  He holds a number of other non-executive appointments including being on the advisory board of Serendipity Capital, chairman of the trustees of St Jude India ChildCare Centres UK and a trustee of Solefield School Educational Trust.

 

Finally, following his recent appointment as Chairman of Mondi plc, and after six years on the Board, Philip Yea has decided to retire from the Company's Board at the AGM on 1 December 2020. I would like to take this opportunity to thank him very much, on behalf of both the Board and shareholders, for his significant contribution as a Director since his appointment in 2014 and latterly for his expert guidance as Audit Committee Chairman. With effect from the conclusion of the December 2020 Annual General Meeting Debby Guthrie will become Chair of the Audit Committee and Martin Gilbert has agreed to become a member of the Audit Committee.

 

Audit Tender

In line with best practice, during the year the Audit Committee conducted a tender for independent audit services.  Following a detailed interview process the Board has accepted the Audit Committee's recommendation to appoint PricewaterhouseCoopers LLP ("PwC") as auditor to the Company.  A shareholder resolution to approve the appointment and authorise the Directors to agree the new auditor's remuneration will be put to shareholders at the forthcoming AGM.  The Board would like to place on record its thanks to EY for the audit services that it has provided to the Company since its launch in 1995.

 

Outlook

While we believe strongly in the longer-term potential of Asian smaller companies, we are cautious about the overall recovery for regional stocks in the short term, especially in light of a resurgence of Covid-19 infections. Countries, such as Thailand and India, have been harder hit. While Thailand has contained the spread of the virus, its tourism and export-led economy faces a longer road to recovery. In comparison, fresh infections in India continue to accelerate, which risk further eroding both its economy, as well as confidence in the stock market. For the asset class as a whole, pandemic-related issues, such as rising joblessness, are likely to hinder a pick-up in consumer spending while heightening the potential for more bankruptcies. These risks will weigh on corporate earnings, which in turn, will dampen shareholder returns. Having said that, dividend yields in Asia appear more resilient than other regions. The Company's holdings also benefit from further insulation, as a result of their balance-sheet strength, as well as their market leadership.

While markets are buoyed by the ample support provided by governments and central banks to boost growth through targeted schemes and interest rate cuts, this has driven certain asset prices higher, albeit at an unequal pace. For equity markets in particular, the beneficiaries have been the larger companies and internet plays. However, it would be prudent to remember the eventual burden these measures place on their respective economies and that market trends can be ephemeral. With this in mind, your Manager continues to favour high-quality smaller companies that are hitched to Asia's dynamic growth themes. Over the longer term, these remain undimmed despite the pandemic. Such structural trends include greater demand for healthcare, technological advancements, and shifting consumption patterns, especially online shopping. Asia continues to have one of the highest growth rates globally and a wealth of financially responsible corporates. Your Manager will therefore continue to use its on-the-ground advantage to stay focused on holding companies with healthy fundamentals that should uphold the Trust's sturdy track record of delivering sustainable returns in the longer term.

 

Nigel Cayzer,
Chairman
28 October 2020

 

 

STRATEGIC REPORT - OVERVIEW OF STRATEGY

Business Model

The business of the Company is that of an investment company which seeks to qualify as an investment trust for UK capital gains tax purposes.

 

Investment Objective

The Company aims to maximise total return to shareholders over the long term from a portfolio made up predominantly of smaller quoted companies (with a market capitalisation of up to approximately US$1.5 billion at the time of investment which was raised to this level on 23 May 2018 from the previous ceiling of US$1bn) in the economies of Asia and Australasia excluding Japan, by following the investment policy described below. When it is in shareholders' interests to do so, the Company reserves the right to participate in the rights issue of an investee company notwithstanding that the market capitalisation of that investee may exceed the stated ceiling. The Directors envisage no change in this activity in the foreseeable future.

 

Investment Policy

The Company's assets may be invested in a diversified portfolio of securities (including equity shares, preference shares, convertible securities, warrants and other equity-related securities) predominantly in quoted smaller companies spread across a range of industries and economies in the investment region including Australia, Bangladesh, Cambodia, China, Hong Kong, India, Indonesia, Korea, Laos, Malaysia, Myanmar, New Zealand, Pakistan, The Philippines, Singapore, Sri Lanka, Taiwan, Thailand and Vietnam, together with such other economies in Asia as the Directors may from time to time determine, (collectively, the ''Investment Region''). Investments may also be made through collective investment schemes, in unquoted equities (up to 10% of the net assets of the Company, calculated at the time of investment) and in companies traded on stock markets outside the Investment Region provided that over 75% of their consolidated revenue, operating income or pre-tax profit is earned from trading in the Investment Region or they hold more than 75% of their consolidated net assets in the Investment Region. 

 

Risk Diversification

The Company does not invest more than 15% of its gross assets at the time of investment either in other listed investment companies (including listed investment trusts), or in the shares of any one company. The Manager is authorised to invest up to 15% of the Company's gross assets in any single stock.

 

Gearing

The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where and to the extent this is considered appropriate to do so. Gearing is subject to a maximum gearing level of up to 25% of adjusted NAV at the time of draw down.

 

Delivering the Investment Policy

The Directors are responsible for determining the investment policy and the investment objective of the Company. Day to day management of the Company's assets has been delegated, via the AIFM, to the Investment Manager, ASI Asia. ASI Asia invests in a diversified range of companies throughout the Investment Region in accordance with the investment policy. ASI Asia follows a bottom-up investment process based on a disciplined evaluation of companies through direct visits by its fund managers. Stock selection is the major source of added value. No stock is bought without the fund managers having first met management. ASI Asia estimates a company's worth in two stages, quality then price. Quality is defined by reference to management, business focus, the balance sheet and corporate governance. Price is calculated by reference to key financial ratios, the market, the peer group and business prospects.

Top-down investment factors are secondary in the ASI Asia's portfolio construction, with diversification rather than formal controls guiding stock and sector weights. Except for the maximum market capitalisation limit, little regard is paid to market capitalisation.

 

A detailed description of the investment process and risk controls employed by ASI Asia is disclosed on page 94 of the published Annual Report and financial statements for the year ended 31 July 2020.  A comprehensive analysis of the Company's portfolio is disclosed below including a description of the ten largest investments, the portfolio investments by value, sector/geographical analysis and currency/market performance. At the year end the Company's portfolio consisted of 63 holdings.

 

Comparative Indices

The Company does not have a benchmark. ASI Asia utilises two general regional indices, the MSCI AC Asia Pacific ex Japan Index (currency adjusted) and the MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted), as well as peer group comparisons for Board reporting. It is likely that performance

will diverge, possibly quite dramatically in either direction, from these or any other indices. ASI Asia seeks to minimise risk by using in depth research and does not see divergence from an index as risk.

 

Promoting the Company's Success

In accordance with corporate governance best practice, the Board is now required to describe to the Company's shareholders how the Directors have discharged their duties and responsibilities over the course of the financial year following the guidelines set out under section 172 (1) of the Companies Act 2006 (the "s172 Statement"). This Statement, from 'Promoting the Success of the Company' to "Long Term Investment" below, provides an explanation of how the Directors have promoted the success of the Company for the benefit of its members as a whole, taking into account the likely long term consequences of decisions, the need to foster relationships with all stakeholders and the impact of the Company's operations on the environment.

 

The purpose of the Company is to act as a vehicle to provide, over time, financial returns to its shareholders. The Company's Investment Objective is disclosed in the Strategic Report.  The activities of the Company are overseen by the Board of Directors of the Company.

 

The Board's philosophy is that the Company should operate in a transparent culture where all parties are treated with respect and provided with the opportunity to offer practical challenge and participate in positive debate which is focused on the aim of achieving the expectations of shareholders and other stakeholders alike.  The Board reviews the culture and manner in which the Manager operates at its regular meetings and receives regular reporting and feedback from the other key service providers. 

 

Investment trusts, such as the Company, are long-term investment vehicles, with a recommended holding period of five or more years.  Typically, investment trusts are externally managed, have no employees, and are overseen by an independent non-executive board of directors.  Your Company's Board of Directors sets the investment mandate, monitors the performance of all service providers (including the Manager) and is responsible for reviewing strategy on a regular basis. All this is done with the aim of preserving and, indeed, enhancing shareholder value over the longer term.

 

Stakeholders

The Company's main stakeholders have been identified as its shareholders, the Manager (and Investment Manager), service providers, investee companies and debt providers. More broadly, the environment and community at large are also stakeholders in the Company.

 

Shareholders

The following table describes some of the ways we engage with our shareholders:

 

AGM

The AGM provides an opportunity for the Directors to engage with shareholders, answer their questions and meet them informally.  The next AGM will take place on 1 December 2020 in London. In light of the Covid-19 pandemic, we encourage shareholders to lodge their vote by proxy on all the resolutions put forward. 

 

Annual Report

We publish a full annual report each year that contains a strategic report, governance section, financial statements and additional information.  The report is available online and in paper format.

Company Announcements

We issue announcements for all substantive news relating to the Company. You can find these announcements on the website.

 

Results Announcements

We release a full set of financial results at the half year and full year stage. Updated net asset value figures are announced on a daily basis.

 

Monthly Factsheets

The Manager publishes monthly factsheets on the Company's website including commentary on portfolio and market performance.

 

Website

Our website contains a range of information on the Company and includes a full monthly portfolio listing of our investments as well as podcasts by the Investment Manager.  Details of financial results, the investment process and Investment asia-focus.co.uk

 

Investor Relations

The Company subscribes to the Manager's Investor Relations programme (further details are on page 16 of the published Annual Report and financial statements for the year ended 31 July 2020).

 

The Manager

The key service provider for the Company is the Alternative Investment Fund Manager and the performance of the Manager is reviewed in detail at each Board meeting.  The Manager's investment process is outlined on page 94 of the published Annual Report and financial statements for the year ended 31 July 2020 and further information about the Manager is given on page 93   of the published Annual Report and financial statements for the year ended 31 July 2020.  Shareholders are key stakeholders in the Company - they are looking to the Manager to achieve the investment objective over time and to deliver a regular growing income together with some capital growth.  The Board is available to meet at least annually with shareholders at the Annual General Meeting and this includes informal meetings with them over lunch following the formal business of the AGM.  This is seen as a very useful opportunity to understand the needs and views of the shareholders.  In between AGMs, the Directors and Manager also conduct programmes of investor meetings with larger institutional, private wealth and other shareholders to ensure that the Company is meeting their needs.  Such regular meetings may take the form of joint presentations with the Investment Manager or meetings directly with a Director where any matters of concern may be raised directly. 

 

Other Service Providers

The other key stakeholder group is that of the Company's third party service providers.  The Board is responsible for selecting the most appropriate outsourced service providers and monitoring the relationships with these suppliers regularly in order to ensure a constructive working relationship.  Our service providers look to the Company to provide them with a clear understanding of the Company's needs in order that those requirements can be delivered efficiently and fairly. The Board, via the Management Engagement Committee, ensures that the arrangements with service providers are reviewed at least annually in detail.  The aim is to ensure that contractual arrangements remain in line with best practice, services being offered meet the requirements and needs of the Company and performance is in line with the expectations of the Board, Manager, Investment Manager and other relevant stakeholders.  Reviews include those of the Company's depositary and custodian, share registrar, broker and auditor. 

 

Principal Decisions

Pursuant to the Board's aim of promoting the long term success of the Company, the following principal decisions have been taken during the year:

 

Portfolio  

The Investment Manager's Review details the key investment decisions taken during the year and subsequently.  The Investment Manager has continued to monitor the investment portfolio throughout the year under the supervision of the Board. A list of the key portfolio changes can be found in the Investment Manager's Report. 

 

Gearing  

The Company utilises gearing in the form of bank debt with the aim of enhancing shareholder returns over the longer term. On 5 June 2020, the Company entered into a new two year multicurrency revolving loan facility of £20 million with The Royal Bank of Scotland International Limited ("RBSI"), which replaced the Company's $25m loan facility with RBSI, which matured on 5 June 2020.  £18.2 million was drawn down under the new loan facility and has been used to repay the maturing loan.

 

The Board has maintained its pro-active approach to gearing and subsequent to the year end has taken advantage of the current low interest rates prevailing in today's market to extend, and secure, the Company's debt profile beyond the CULS redemption date. Accordingly, on 20 October 2020 the Board announced that it has agreed terms (through the acceptance of a conditional offer that is subject to diligence and agreement of legal documentation) to extend and secure the Company's long-term borrowings through the issuance of a £30 million 15 year Senior Unsecured Loan Note (the "Loan Note") which will replace the facility provided by RBSI.

 

Share Buybacks  

During the year, the Board has continued to buy back Ordinary shares opportunistically in order to manage the discount by providing liquidity to the market. 

 

Audit  

In accordance with best practice the Audit Committee conducted an audit tender to select a new independent auditor. Having established the needs of the Company, a number of audit firms were considered and a shortlist of firms was invited to tender.  Following a detailed review and interview process, PricewaterhouseCoopers LLP has been selected and the new independent auditor's appointment is being proposed for approval by shareholders at the Annual General Meeting in December 2020.

 

Long Term Investment

The Investment Manager's investment process seeks to outperform over the longer term. The Board has in place the necessary procedures and processes to continue to promote the long term success of the Company. The Board will continue to monitor, evaluate and seek to improve these processes as the Company continues to grow over time, to ensure that the investment proposition is delivered to shareholders and other stakeholders in line with their expectations.

 

Key Performance Indicators (KPIs)

The Board uses a number of financial performance measures to assess the Company's success in achieving its objective and to determine the progress of the Company in pursuing its investment policy.  The main KPIs identified by the Board in relation to the Company, which are considered at each Board meeting, are as follows:

KPI

Description

NAV Return (per share)

The Board considers the Company's NAV total return figures to be the best indicator of performance over time and is therefore the main indicator of performance used by the Board. The figures for this year and for the past 1, 3, 5, 10 years and since inception are set out on page 22 of the published Annual Report and financial statements for the year ended 31 July 2020.

Performance against comparative indices

The Board also measures performance against a combination of two regional indices - the MSCI AC Asia Pacific ex Japan Index (currency adjusted) and the MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted). Graphs showing performance are shown on pages 23 and 24 of the published Annual Report and financial statements for the year ended 31 July 2020 .  At its regular Board meetings the Board also monitors share price performance relative to competitor investment trusts over a range of time periods, taking into consideration the differing investment policies and objectives employed by those companies.

Share price
(on a total return basis)

The Board also monitors the price at which the Company's shares trade relative to the MSCI Asia Pacific ex Japan Index (sterling adjusted) on a total return basis over time. A graph showing the total NAV return and the share price performance against the comparative index is shown on page 24 of the published Annual Report and financial statements for the year ended 31 July 2020.

Discount/Premium to NAV

The discount/premium relative to the NAV per share represented by the share price is closely monitored by the Board. The objective is to avoid large fluctuations in the discount relative to similar investment companies investing in the region by the use of share buy backs subject to market conditions.  A graph showing the share price premium/(discount) relative to the NAV is also shown on page 23 of the published Annual Report and financial statements for the year ended 31 July 2020 .

Dividend

The Board's aim is to maintain or increase the Ordinary dividend so that shareholders can rely on a consistent stream of income. Dividends paid over the past 10 years are set out on page 22 of the published Annual Report and financial statements for the year ended 31 July 2020.

 

Principal Risks and Uncertainties

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects. The Board has undertaken a robust review of the principal risks and uncertainties facing the Company including those that would threaten its business model, future performance, solvency or liquidity. Those principal risks are disclosed in the table below together with a description of the mitigating actions taken by the Board. The principal risks associated with an investment in the Company's Shares are published monthly on the Company's factsheet or they can be found in the pre-investment disclosure document published by the Manager, both of which are available on the Company's website. 

 

The Board also has a process to consider emerging risks and if any of these are deemed to be significant these risks are categorised, rated and added to the risk matrix. Although the uncertainty surrounding the timing of Brexit has now abated, economic risk for the Company remains, in particular currency volatility may adversely affect the translation rates of future earnings from the portfolio following the expiry of the transitional arrangements in January 2021.

 

The Board notes that there are a number of contingent risks stemming from the Covid-19 pandemic that may impact the operation of the Company. These include investment risks surrounding the companies in the portfolio such as employee absence, reduced demand, reduced turnover and supply chain breakdowns. The Investment Manager will continue to review carefully the composition of the Company's portfolio and to be pro-active in taking investment decisions where necessary. Operationally, Covid-19 is also affecting the suppliers of services to the Company including the Manager, Investment Manager and other key third parties. To date these services have continued to be supplied seamlessly and the Board will continue to monitor arrangements in the form of regular updates from the Manager and Investment Manager. In all other respects, the Company's principal risks and uncertainties have not changed materially since the date of this Annual Report and are not expected to change materially for the current financial year.

Description

Mitigating Action

 

Investment strategy and objectives - the setting of an unattractive strategic proposition to the market and the failure to adapt to changes in investor demand may lead to the Company becoming unattractive to investors, a decreased demand for shares and a widening discount.

The Board keeps the level of discount at which the Company's shares trade as well as the investment objective and policy under review and in particular holds an annual strategy meeting where the Board reviews updates from the Investment Manager, investor relations reports and the Broker on the market. In particular, the Board is updated at each Board meeting on the make up of and any movements in the shareholder register.

 

Investment portfolio and investment management:  investing outside of the investment restrictions and guidelines set by the Board could result in poor performance and inability to meet the Company's objectives, as well as a weakening discount.

The Board sets, and monitors, its investment restrictions and guidelines, and receives regular board reports which include performance reporting on the implementation of the investment policy, the investment process and application of the guidelines. The Investment Manager is in attendance at all Board meetings. The Board also monitors the Company's share price relative to the NAV.

 

Financial obligations (Gearing): the requirement for the Company to meet its financial obligations, or increasing the level of gearing, could result in the Company becoming over-geared or unable to take advantage of potential opportunities and result in a loss of value to the Company's shares. It could also result in the Company being unable to meet the interest repayments due on the CULS.

The Board sets a gearing limit and receives regular updates on the actual gearing levels the Company has reached from the Investment Manager together with the assets and liabilities of the Company and reviews these at each Board meeting. In addition, Aberdeen Standard Fund Managers Limited, as alternative investment fund manager, has set an overall leverage limit of 2x on a commitment basis (2.5x on a gross notional basis) and includes updates in its reports to the Board. 

 

Financial and regulatory: the financial risks associated with the portfolio could result in losses to the Company. In addition, failure to comply with relevant regulation (including the Companies Act, the Financial Services and Markets Act, the Alternative Investment Fund Managers Directive, Accounting Standards and the listing rules, disclosure and prospectus rules) may have an impact on the Company. 

The financial risks associated with the Company include market risk, liquidity risk and credit risk, all of which are mitigated by the Investment Manager. Further details of the steps taken to mitigate the financial risks associated with the portfolio are set out in note 19 to the financial statements. The Board relies upon the Standard Life Aberdeen Group to ensure the Company's compliance with applicable regulations and from time to time employs external advisers to advise on specific concerns.

 

 

Operational: the Company is dependent on third parties for the provision of all systems and services (in particular, those of Aberdeen Standard Investments) and any control failures and gaps in these systems and services could result in a loss or damage to the Company.

The Board receives reports from the Manager on internal controls and risk management at each board meeting. It receives assurances from all its significant service providers, as well as back to back assurances where activities are themselves sub-delegated to other third party providers with which the Company has no direct contractual relationship. Further details of the internal controls which are in place are set out in the Directors' Report.

 

Investing in unlisted securities: the Company has the ability to invest in unlisted securities, although no such investments have been made to date.  Unquoted investments are long-term in nature and they may take a considerable period to be realised. Unquoted investments are less readily realisable than quoted securities. Such investments may therefore carry a higher degree of risk than quoted securities. In valuing investments the Company may rely to a significant extent on the accuracy of financial and other information provided to the Manager as well as the performance of listed peer multiples which may impact unquoted valuations negatively

The Board recognises that investing in unlisted securities carries a higher risk/reward profile. Accordingly it seeks to mitigate this risk by limiting investment into such securities to 10% of the Company's net assets (calculated at the time of investment).

 

Market and F/X: insufficient oversight or controls over financial risks, including market risk, foreign currency risk, liquidity risk and credit risk could result in a loss to the Company.

The Manager's risk department reviews investment risk and a review of credit worthiness of counterparties is undertaken by its Counterparty Credit Risk team.  The Company does not hedge foreign currency exposure but it may, from time to time, partially mitigate it by borrowing in foreign currencies.

 

Promoting the Company

The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the value and rating of the Company's shares.  The Board believes an effective way to achieve this is through subscription to and participation in the promotional programme run by the Manager on behalf of a number of investment trusts under its management. The Company's financial contribution to the programme is matched by the Manager.  The Manager reports quarterly to the Board giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the make up of that register.

 

The purpose of the programme is both to communicate effectively with existing shareholders and to gain new shareholders with the aim of improving liquidity and enhancing the value and rating of the Company's shares. Communicating the long-term attractions of your Company is key and therefore the Company also supports the Manager's investor relations programme which involves regional roadshows, promotional and public relations campaigns. 

 

Board Diversity

The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members.  The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors.  However, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment and, therefore, the Company does not consider it appropriate to set diversity targets.  At 31 July 2020, there were five male Directors and two female Directors on the Board.

 

Environmental, Social and Governance ("ESG") Engagement

Whilst the management of the Company's investments is not undertaken with any specific instructions to exclude certain asset types or classes, the Investment Manager embeds ESG into the research of each asset class as part of the investment process.  ESG investment is about active engagement, with the goal of improving the performance of assets held around the world.

 

The Investment Manager aims to make the best possible investments for the Company, by understanding the whole picture of the investments - before, during and after an investment is made. That includes understanding the environmental, social and governance risks and opportunities they present - and how these could affect longer-term performance.  Environmental, social and governance considerations underpin all investment activities. With 1,000+ investment professionals, the Investment Manager is able to take account of ESG factors in its company research, stock selection and portfolio construction - supported by more than 50 ESG specialists around the world.

 

Active Engagement

Through engagement and exercising voting rights, the Investment Manager, on behalf of the Company, actively works with companies to improve corporate standards, transparency and accountability. By making ESG central to its investment capabilities, the Investment Manager looks to deliver improved financial performance in the longer term as well as actively contributing to a fairer, more sustainable world.

 

The primary goal is to generate the best long-term outcomes for the Company in order to fulfil fiduciary responsibilities to the Company. The Investment Manager sees ESG factors as being financially material and impacting corporate performance. ESG factors put the 'long-term' in long-term investing. The Investment Manager focuses on understanding the ESG risks and opportunities of investments alongside other financial metrics to make better investment decisions.  The Investment Manager aims for better risk-adjusted returns by actively undertaking informed and constructive engagement and asset management to generate better performance from the investments. This helps to enhance the value of clients' assets. Comprehensive assessment of ESG factors, combined with constructive company engagement, should lead to better long term performance for clients.

 

ESG Issues

The Company has no employees as the Board has delegated day to day management and administrative functions to Aberdeen Standard Fund Managers Limited. There are therefore no disclosures to be made in respect of employees. The Company's socially responsible investment policy is outlined above.

 

Due to the nature of the Company's business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

The Company has no greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.

 

Viability Statement

The Company does not have a formal fixed period strategic plan but the Board formally considers risks and strategy at least annually. The Board considers the Company, with no fixed life, to be a long term investment vehicle, but for the purposes of this viability statement has decided that a period of three years is an appropriate period over which to report. The Board considers that this period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than three years.

 

In assessing the viability of the Company over the review period the Directors have conducted a robust review of the principal risks, focusing upon the following factors:

 

· · The principal risks detailed in the Strategic Report;

· · The ongoing relevance of the Company's investment objective in the current environment;

· · The demand for the Company's Shares evidenced by the historical level of premium and or discount;

· · The level of income generated by the Company;

· · The level of gearing and requirement to re-finance or repay existing facilities in 2022;

· · The liquidity of the Company's portfolio including the results of stress test analysis performed by the Manager under a wide number of market scenarios; and,

· · The flexibility of the Company's bank facilities.

 

Accordingly, taking into account the Company's current position, the fact that the Company's investments are mostly liquid and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this Report. In making this assessment, the Board has considered that matters such as significant economic or stock market volatility, a substantial reduction in the liquidity of the portfolio or changes in investor sentiment could have an impact on its assessment of the Company's prospects and viability in the future.

 

Future

The Board's view on the general outlook for the Company can be found in my Chairman's Statement whilst the Investment Manager's views on the outlook for the portfolio are included in the Manager's Report.

 

Nigel Cayzer,

Chairman

28 October 2020

 

STRATEGIC REPORT - INVESTMENT MANAGER'S REVIEW

 

Overview

It was a tumultuous twelve months for financial markets, which ended the period lower. At first, stock prices retreated in the face of a slew of challenges, particularly rising trade friction between the world's two largest economies, the US and China, and the consequent threat to global economic growth. In the latter six months, markets continued to whipsaw between recession fears stemming from the Covid-19 pandemic, and hopes that the impact would be blunted by the unprecedented fiscal and monetary measures unleashed by governments and central banks.

 

Amid this fast-changing backdrop, your Company's net asset value (NAV) fell by 13.6% in the 12 months to July, compared to a decline of 2.5% in the MSCI Asia Pacific ex Japan Small Cap index.

 

While the portfolio's performance is disappointing, we would like to note that our focus has never been on what is in the benchmark, but rather on listed companies with a market value of US$1.5 billion at most, which is at the lower end of the Asia small cap index, thereby excluding a broad swathe of companies in China, given the size of that market. Although this smaller and less liquid segment of the market has not been the most popular with investors in recent years, the indiscriminate selloff during the pandemic saw the share prices of many good-quality companies drop to attractive levels. These firms are not as well-researched or followed by market participants, which provides opportunities for us to capitalise on. Our disciplined research process has allowed us to identify which of these companies to include in the portfolio.

 

Under these trying times, we have been evolving our strategy to ensure that your Company is well-positioned in a substantially changed world as a result of the far-reaching impact of Covid-19. For example, a key shift has been to add more growth-oriented businesses with intact earnings drivers. This decision has borne fruit, with the new, carefully-selected investments consistently among the Trust's top performers. This has helped your portfolio gain a more 'balanced' stance, through a combination of long-held companies in traditional, defensive industries, alongside those with bright prospects in 'new economy' sectors, including information technology. In the meantime, we have been vigilant in monitoring a number of promising names, with the intent of adding them to your portfolio when valuations turn compelling. 

 

Portfolio Review and Activity

In the period under review, the portfolio's significant exposure to so-called 'old economy' sectors, such as industrials, consumer discretionary and financials, proved costly due to the impact of the widespread lockdowns on traditional businesses.

 

Hospitality holdings, such as Lemon Tree Hotels and Millennium & Copthorne Hotels (M&C), were among the casualties as the travel sector across the globe was decimated. Although India-based Lemon Tree Hotels' finances were improved by a capital injection from a major shareholder, the uncertainty of when local and international travel will return prompted an exit. As for M&C, its healthy cash pile and its hotels' prime locations should allow the New Zealand-listed group to weather the storm and emerge in a better position than peers.

 

Mounting levels of bad debt from businesses hit by Covid-19 meant that the earnings of lenders, such as Thailand's Aeon Thana Sinsap and Malaysia's Aeon Credit Service, were also inevitably affected. Nevertheless, we believe Aeon Thana's results should improve in the next few quarters as provisions set aside for non-performing loans recede amid the domestic economic recovery and as valuations have reached historical lows. Meanwhile, we think Aeon Credit's conservative approach to lending should help keep credit costs under control. We are fairly sanguine about its long-term growth prospects because private consumption, its key target market, remains relatively intact.

 

While many companies have found the going tough during the pandemic, others have emerged as winners. Notably, the technology sector has been a key beneficiary of the Covid-19 pandemic. As social distancing forced people to remain indoors, more of them began to rely on digital services including online payment systems, e-commerce and work-from-home solutions. From this perspective, the introduction of technology-related holdings to your Company's portfolio since 2018 has proven prescient.

 

Among these are Singapore-listed AEM Holdings, South Korea's Park Systems and Thailand's Hana Microelectronics. Their shares were buoyed by the momentum created by the surge in demand for equipment, such as laptops and smartphones. AEM's stock, particularly, has appreciated robustly since it was initiated. The company's exposure to global growth trends including 5G networks, fintech and artificial intelligence learning will help diversify its business, while its investments into talent and technology have given it a leg up over competitors. In Taiwan, leading online retailer MoMo.com Inc's share price rose by a similar magnitude as it benefited from homebound consumers turning to the internet to buy their daily necessities. With the advantages of limited competition and low rates of e-commerce penetration in the island, MoMo.com remains one of the Trust's core holdings. Elsewhere, Affle India, which we initiated during the year, was also able to tap on this shift to online shopping through its mobile-marketing platforms.

 

In the healthcare sector, the portfolio's holdings in Sanofi India and Syngene rallied, on optimism that the industry would benefit from greater awareness and increased spending on healthcare by governments and businesses as a result of Covid-19. We introduced the latter in 2020.

 

As part of the disciplined investment approach, we have been reassessing the investment theses of your Company's underlying holdings on an ongoing basis. We do this through diligent first-hand research and frequent engagement with the companies' management.

 

During the period, we divested some 10 holdings. Apart from Lemon Tree mentioned above, other notable exits include Hong Kong retailer Giordano. Despite its prudence in managing its balance sheet and returning cash to shareholders, the outlook for its business and for retailers with physical stores more broadly, remains challenging.

 

Elsewhere, we took advantage of share-price strength to divest Ramco Cements amid concerns about the stability of cement prices in South India due to intensifying competition and low utilisation rates. Others were sold because of waning confidence in their business outlook. They included Australia's Citadel Group and ARB Corporation, India's City Union Bank, Singapore's Straits Trading, Sri Lanka's Aitken Spence and Indonesia's Wintermar Offshore Marine. We also exited Asia Satellite Telecom after accepting a takeover offer at a reasonable price. The proceeds from these divestments were used to introduce businesses with solid balance sheets, robust competitive advantages and attractive growth prospects.

 

Aside from Affle India mentioned above, we continue to seek out small-cap names that occupy interesting technology niches. These are well-positioned to grow as various structural trends in the sector pick up pace. One such addition was South Korea's Koh Young Technology. As a leader in the highly-specialised market of 3D inspection for circuit boards, it is set to benefit from the increased complexity of chip-making, driven by structural trends such as 5G networks, vehicle electrification and artificial intelligence.

 

Meanwhile, we added to the portfolio's Thai exposure by participating in the public offering of bio-waste energy producer Absolute Clean Energy. The company has a good track record in operating 13 power plants, with another 20 in the pipeline. Furthermore, government measures to promote renewable energy support its ambitious growth plans, and we were impressed by management's focus and technical know-how.

 

Finally, we initiated some 'old economy' names which seemed to offer good quality. These include India's Ujjivan Financial Services (UFS), the parent of Ujjivan Small Finance Bank (UFSB). UFS is a cheaper proxy for USFB, and is one of the more promising small-cap firms in India's financial sector. Despite its short history as a small-finance bank, it has done well in managing its micro-financing loan book. With a good digital strategy and capable management, the lender is on track to achieve a more balanced portfolio mix that serves both the lower-income and mass-market segments. Growth of its deposit franchises will also provide a more sustainable funding source.

 

We also took advantage of share-price weakness to initiate Singapore's Raffles Medical, a leading hospital and clinic provider, which has attractive long-term prospects, fuelled by expansion into China.

 

Outlook

The short-term outlook for Asia is cloudy, with the resurgence of Covid-19 infections threatening to derail the nascent recovery. As investors grapple with the still-unfolding pandemic, we expect more volatility in the months ahead. Adding to the uncertainty is the flaring tension between Washington and Beijing in the lead-up to the US presidential elections this November. Nevertheless, we are encouraged by improving economic data from several Asian economies, and we expect to see healthier numbers as more countries re-open for business. Additionally, accommodative fiscal and monetary policies across the globe should continue to support stock prices.

 

While Asia is home to many good quality small companies, market research remains scant. We have an experienced and well-resourced team of managers stationed across key markets in the region, providing us front-row seats to the rapidly-changing investment landscape that is being shaped by long-term structural changes. These include rising consumerism, increased demand for financial and healthcare services and the expansion of new technologies, catering to nearly two- thirds of the world's population. Furthermore, Asian countries' relatively effective containment of the virus mean that these companies with a mainly domestic focus should be among the first to recover. We remain committed to our bottom-up investing approach, with an emphasis on seeking out good quality companies at attractive valuations, while actively engaging with their management to ensure robust corporate governance and high standards of sustainability. This should continue to stand your Company in good stead in the long run.

 

Hugh Young,
Aberdeen Standard Investments (Asia) Limited
Investment Manager
28 October 2020

 

 

STRATEGIC REPORT - RESULTS

 

FINANCIAL HIGHLIGHTS

 

31/07/2020

31/07/2019

% change

Total assets

£405,653,000

£496,916,000

-18.4

Total equity shareholders' funds (net assets)

£358,956,000

£441,010,000

-18.6

Net asset value per share (basic)

1,106.45p

1,300.56p

-14.9

Share price (mid market)

980.00p

1,150.00p

-14.8

Market capitalisation

£317,934,000

£389,958,000

-18.5

Discount to net asset value (basic)A

11.4%

11.6%

MSCI AC Asia Pacific ex Japan Index (currency adjusted, capital gains basis)

786.37

793.25

-0.9

MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted, capital gains basis)

1,399.93

1,479.09

-5.4

Net gearingA

9.9%

9.9%

Dividends and earnings

Total return per share (basic)B

(182.57)p

78.18p

Revenue return per share (basic)

21.45p

21.64p

-0.9

Dividends per shareC

19.00p

19.00p

-

Dividend coverA

1.13

1.14

-0.9

Revenue reservesD

£16,276,000

£15,550,000

+4.7

Operating costs

Ongoing charges ratioA

1.09%

1.16%


A   Considered to be an Alternative Performance Measure. See pages 90 and 91 of the published Annual Report and financial statements for the year ended 31 July 2020 .

B   Measures the total earnings for the year divided by the weighted average number of Ordinary shares in issue (see note 9).

C   The figures for dividends per share reflect the dividends for the year in which they were earned.

D   Prior to payment of final and special dividends.

 

PERFORMANCE (TOTAL RETURN)

 

1 year

3 year

5 year

10 year

Since

% return

% return

% return

% return

inception

Share priceA

-13.2

-3.0

+34.5

+131.9

+1448.4

Net asset value per Ordinary share - dilutedAB

-13.6

-3.1

+32.4

+128.0

+1492.8

MSCI AC Asia Pacific ex Japan Index (currency adjusted)

+1.9

+14.4

+69.0

+119.0

+414.9

MSCI AC Asia Pacific ex Japan Small Cap Index (currency adjusted)

-2.5

+3.4

+40.9

+66.4

n/a


A   Considered to be an Alternative Performance Measure (see page 90 of the published Annual Report and financial statements for the year ended 31 July 2020 for more information).

B   1 year return calculated on an undiluted basis as CULS is "out of the money". All other returns are calculated on a diluted basis.

Source: Standard Life Aberdeen, Morningstar, Lipper & MSCI

 

DIVIDENDS

Rate

xd date

Record date

Payment date

Proposed final 2020

14.50p

12 November 2020

13 November 2020

9 December 2020

Proposed special 2020

4.50p

12 November 2020

13 November 2020

9 December 2020

19.00p

Final 2019

14.00p

14 November 2019

15 November 2019

11 December 2019

Special 2019

5.00p

14 November 2019

15 November 2019

11 December 2019

19.00p

 

Ten Year Financial Record

 

Year to 31 July

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Total revenue (£'000)

8,380

9,168

11,512

11,427

14,746

10,992

13,896

14,673

14,632

13,595

Per share (p)

Net revenue return

15.42

13.18

13.84

11.43

18.21

9.22

19.31

19.27

21.64

21.45

Total return

137.91

68.56

275.43

(31.46)

(50.13)

165.38

172.29

36.78

78.18

(182.57)

Net ordinary dividends paid/proposed

9.50

9.50

10.00

10.00

10.50

10.50

12.00

13.00

14.00

14.50

Net special dividends paid/proposed

2.80

3.00

3.00

3.00

4.50

-

4.00

4.00

5.00

4.50

Net asset value per share (p)

Basic

686.39

746.55

1,013.82

968.89

906.16

1,068.92

1,235.45

1,231.83

1,300.56

1,106.45

Diluted

n/a

n/a

992.81

952.52

896.31

1,042.99

1,192.49

n/a

n/a

n/a

Shareholders' funds (£'000)

239,965

260,994

382,932

369,118

343,967

383,735

430,105

433,706

441,010

358,956

 

 

INVESTMENT PORTFOLIO

As at 31 July 2020

 

Investment Portfolio - Ten Largest Investments

 

4.0%

Total assets

MOMO.com

3.6%

Total assets

AEM Holdings

Momo, the largest online retailer in Taiwan, serves as a nice proxy for consumer growth in the country, as it is benefiting from the shift to online from both consumers and vendors.

A Singapore-based provider of advanced semiconductor chip testing services that has embedded itself in chipmaker Intel's global supply chain.

3.4%

Total assets

Bank OCBC NISP

3.0%

Total assets

Asian Terminals

The Indonesian subsidiary of Singapore-based OCBC Bank offers banking and financial services and is focused on expanding its digital banking solutions.

One of the Philippines' main port operators. It manages and operates Port of Manila South Harbour Container Terminal, Port of Batangas, Port of General Santos and the Inland Clearance Depot yard in Calamba, Laguna.

3.0%

Total assets

Cebu Holdings

3.0%

Total assets

Hana Microelectronics (Foreign)

The Philippine company, a subsidiary of Ayala Land, is the  largest  property developer in Cebu with a decent land bank.

Thai company with diversified product lines in IC packaging and microelectronics, proven management ability to manage through cycles, debt-free balance sheet and strong cash flow.

2.9%

Total assets

John Keells Holdings

2.8%

Total assets

Park Systems Corporation

A respected and reputable Sri Lanka conglomerate with a healthy balance sheet and good execution, John Keells has a hotels and leisure segment that includes properties in the Maldives. It has other interests in consumer (food and beverages, ice cream, retail and supermarket), transportation (bunkering and container port) and financial services (banking and life insurance).

The Korean company is the leading developer of atomic force microscopes, a nascent technology that could have broad industrial application in sectors such as chip-making and biotechnology. The company's financials are sound, despite significant upfront sales and distribution costs, which provides a solid base for earnings to grow when orders start to roll in.

2.6%

Total assets

Mega Lifesciences (Foreign)

2.5%

Total assets

Convenience Retail Asia

The Thai group produces, sells and distributes health supplements and pharmaceutical products mostly in the under-penetrated but fast-growing frontier and emerging markets. Its first mover advantage in these markets, coupled with a strong brand, has enabled Mega to maintain its high margins over the past several years, while growing revenue.

The Hong Kong retailer operates a well run network of convenience stores that provide steady cashflows with growth coming from new businesses such as Zoff eyewear. It has been defensive owing to its nimbleness in adjusting its product mix and pays a steady growing dividend.

 

 



 

Investment Portfolio - Other Investments

 

As at 31 July 2020







Valuation

Total

Valuation

2020

assets

2019

Company

Industry

Country

£'000

%

£'000

MOMO.com

Internet & Direct Marketing Retail

Taiwan

16,146

4.0

7,156

AEM Holdings

Semiconductors & Semiconductor Equipment

Singapore

14,611

3.6

9,237

Bank OCBC NISP

Banks

Indonesia

13,769

3.4

19,243

Asian Terminals

Transportation Infrastructure

Philippines

12,315

3.0

14,970

Cebu Holdings

Real Estate Management & Development

Philippines

12,271

3.0

13,179

Hana Microelectronics (Foreign)

Electronic Equipment, Instruments & Components

Thailand

12,078

3.0

12,697

John Keells Holdings

Industrial Conglomerates

Sri Lanka

11,972

2.9

15,825

Park Systems Corporation

Electronic Equipment, Instruments & Components

South Korea

11,377

2.8

4,644

Mega Lifesciences (Foreign)

Pharmaceuticals

Thailand

10,539

2.6

11,027

Convenience Retail Asia

Food & Staples Retailing

Hong Kong

10,064

2.5

12,653

Top ten investments

125,142

30.8

Sporton International

Professional Services

Taiwan

10,030

2.5

7,504

Ultrajaya Milk Industry & Trading

Food Products

Indonesia

9,894

2.5

11,519

M.P. Evans Group

Food Products

United Kingdom

9,886

2.5

11,576

Oriental Holdings

Automobiles

Malaysia

9,762

2.4

13,184

Dah Sing Financial Holdings

Banks

Hong Kong

9,256

2.3

9,143

Sanofi India

Pharmaceuticals

India

9,047

2.2

11,344

Aegis Logistics

Oil, Gas & Consumable Fuels

India

8,984

2.2

9,916

Precision Tsugami China Corporation

Machinery

China

8,647

2.1

8,465

Yoma Strategic Holdings

Real Estate Management & Development

Myanmar

8,628

2.1

8,140

Millennium & Copthorne Hotels New ZealandA

Hotels, Restaurants & Leisure

New Zealand

8,453

2.1

14,077

Top twenty investments

217,729

53.7

Nam Long Invst Corporation

Real Estate Management & Development

Vietnam

8,370

2.1

5,272

United International Enterprises

Food Products

Denmark

8,187

2.0

8,083

Godrej Agrovet

Food Products

India

8,101

2.0

9,364

Affle India

Media

India

7,473

1.9

-

Sunonwealth Electric Machinery Industry

Machinery

Taiwan

7,425

1.8

4,781

First Sponsor GroupA

Real Estate Management & Development

Singapore

7,223

1.8

11,092

Shangri-La Hotels Malaysia

Hotels, Restaurants & Leisure

Malaysia

7,094

1.7

9,893

Thai Stanley Electric (Foreign)

Auto Components

Thailand

7,034

1.7

10,305

Ujjivan Financial Services

Consumer Finance

India

6,999

1.7

-

United Plantations

Food Products

Malaysia

6,737

1.7

6,923

Top thirty investments

292,372

72.1

Bukit Sembawang Estates

Real Estate Management & Development

Singapore

6,598

1.6

11,436

Cyient

Software

India

6,151

1.5

3,669

AEON Credit Service (M)

Consumer Finance

Malaysia

6,099

1.5

12,998

Absolute Clean Energy (ACE)

Independent Power and Renewables

Thailand

5,784

1.4

-

FPT Corporation

Electronic Equipment, Instruments & Components

Vietnam

5,569

1.4

5,344

Eastern Water Resources Development & Management (Foreign)

Water Utilities

Thailand

5,398

1.3

10,608

Douzone Bizon

Software

South Korea

5,308

1.3

9,058

AKR Corporindo

Trading Companies & Distributors

Indonesia

4,939

1.2

6,570

AEON Credit Service (Asia)

Consumer Finance

Hong Kong

4,815

1.2

6,561

Koh Young Technology

Semiconductors & Semiconductor Equipment

South Korea

4,798

1.2

-

Top forty investments

347,831

85.7

AEON Thana Sinsap Thailand (Foreign)

Consumer Finance

Thailand

4,550

1.1

11,684

Pacific Basin Shipping

Marine

Hong Kong

4,476

1.1

6,409

Tisco Financial Group (Foreign)

Banks

Thailand

4,263

1.1

12,252

SBS Transit

Road & Rail

Singapore

4,260

1.1

6,687

NZX

Capital Markets

New Zealand

4,250

1.0

2,922

Kansai Nerolac Paints

Chemicals

India

3,598

0.9

9,891

Syngene International

Life Sciences Tools & Services

India

3,205

0.8

-

Raffles Medical

Health Care Providers

Singapore

3,160

0.8

-

Prestige Estates Projects

Real Estate Management & Development

India

2,468

0.6

2,535

Public Financial Holdings

Banks

Hong Kong

2,187

0.5

5,885

Top fifty investments

384,248

94.7

AEON Co (M)

Multiline Retail

Malaysia

1,715

0.4

6,444

Manulife Holdings

Insurance

Malaysia

1,502

0.4

2,327

DFCC Bank

Banks

Sri Lanka

1,244

0.3

2,359

Goodyear Thailand (Foreign)

Auto Components

Thailand

1,079

0.3

1,950

ORIX Leasing Pakistan

Consumer Finance

Pakistan

1,063

0.3

980

Kingmaker Footwear Holdings

Textiles, Apparel & Luxury Goods

Hong Kong

1,018

0.2

3,228

AEON Stores Hong Kong

Multiline Retail

Hong Kong

738

0.2

1,951

CDL Investments New Zealand

Real Estate Management & Development

New Zealand

656

0.1

621

YNH Property

Real Estate Management & Development

Malaysia

514

0.1

679

Pinnacle Investment Management

Capital Markets

Australia

260

0.1

-

Top sixty investments

394,037

97.1

Thaire Life Assurance (Foreign)

Insurance

Thailand

176

0.1

2,416

Mustika Ratu

Personal Products

Indonesia

131

0.0

167

G3 Exploration

Oil, Gas & Consumable Fuels

China

123

0.0

462

Total investments

394,467

97.2

Net current assets excluding bank loans

11,186

2.8

Total assetsB

405,653

100.0


A Holding includes investment in both common and preference lines.

B Total assets less current liabilities excluding bank loans.

 

 

DIRECTORS' REPORT EXTRACTS

 

The Directors present their Report and the audited financial statements for the year ended 31 July 2020.

 

Results and Dividends

Details of the Company's results and proposed dividends are shown above.

 

Investment Trust Status

The Company (registered in England & Wales No. 03106339) has been accepted by HM Revenue & Customs as an investment trust subject to the Company continuing to meet the relevant eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999 for all financial years commencing on or after 1 August 2012.  The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 July 2020 so as to enable it to comply with the ongoing requirements for investment trust status.

 

Individual Savings Accounts

The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for Individual Savings Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner.

 

Capital Structure, Buybacks and Issuance

The Company's capital structure is summarised in note 14 to the financial statements.  At 31 July 2020, there were 32,442,209 fully paid Ordinary shares of 25p each (2019 - 33,909,349 Ordinary shares) in issue with a further 9,293,918 Ordinary shares of 25p held in treasury (2019 - 7,809,662 treasury shares). During the year 1,484,256 Ordinary shares were purchased in the market for treasury (2019 - 1,302,650).  Subsequent to the period a further 487,500 Ordinary shares have been purchased in the market for treasury.  During the period and up to the date of this report no new Ordinary shares were issued for cash at a premium to the prevailing NAV per share and no shares were sold from treasury.

On 13 December 2019, 238,951 units of Convertible Unsecured Loan Stock 2025 were converted into 16,302 new Ordinary shares.  On 12 June 2020 12,050 units of Convertible Unsecured Loan Stock 2025 were converted into 814 new Ordinary shares.  In accordance with the terms of the CULS Issue, the conversion price of the CULS for both conversions was determined at 1465.0 pence nominal of CULS for one Ordinary share.

 

Voting Rights

Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings.

 

CULS holders have the right to attend but not vote at general meetings of the Company. A separate resolution of CULS holders would be required to be passed before any modification or compromise of the rights attaching to the CULS can be made.

 

Borrowings

On 5 June 2020, the Company entered into a new two year multicurrency revolving loan facility of £20 million with The Royal Bank of Scotland International Limited (the "Loan Facility"), which replaced the Company's $25m loan facility with RBSI, which matured on 5 June 2020.  £18.2 million was drawn down under the new loan facility and has been used to repay the maturing loan. At 31 July 2020 £11.2 million had been drawn down under the Loan Facility.

 

O n 20 October 2020 the Board announced that it had agreed terms (through the acceptance of a conditional offer that is subject to diligence and agreement of legal documentation) to extend and secure the Company's long-term borrowings through the issuance of a £30 million 15 year Senior Unsecured Loan Note (the "Loan Note") at an annualised interest rate of 3.05%. The Loan Note will be unsecured, unlisted and denominated in sterling. The Loan Note shall rank pari passu with the Company's other unsecured and unsubordinated financial indebtedness. The Company intends to use the proceeds of the Loan Note to repay, and cancel in full, the Company's Loan Facility.  The remainder will be available for the Company's Manager to invest on behalf of the Company. 

 

Management Agreement

The Company has appointed Aberdeen Standard Fund Managers Limited ("ASFML"), a wholly owned subsidiary of Standard Life Aberdeen plc, as its alternative investment fund manager. ASFML has been appointed to provide investment management, risk management, administration and company secretarial services and promotional activities to the Company. The Company's portfolio is managed by Aberdeen Standard Investments (Asia) Limited ("ASI Asia") by way of a group delegation agreement in place between ASFML and ASI Asia. In addition, ASFML has sub-delegated administrative and secretarial services to Aberdeen Asset Management PLC and promotional activities to Aberdeen Asset Managers Limited ("AAML"). 

 

Management Fee

With effect from 1 November 2018, the management fee has been payable monthly in arrears at the rate of 0.08% of the Market Cap (as defined below) per calendar month, exclusive of Value Added Tax where applicable. "Market Cap" for the above is defined as the market capitalisation of the Company, based on the closing Ordinary share price quoted on the London Stock Exchange multiplied by the Ordinary shares in issue (less the number of any Ordinary shares held in Treasury), as determined on the last business day of the applicable calendar month to which the remuneration relates.

 

The management agreement may be terminated by either the Company or the Manager on the expiry of twelve months' written notice. On termination, the Manager would be entitled to receive fees which would otherwise have been due to that date. 

 

The Management Engagement Committee reviews the terms of the management agreement on a regular basis and have confirmed that, due to the long-term relative performance, investment skills, experience and commitment of the investment management team, in their opinion the continuing appointment of ASFML and ASI Asia is in the interests of shareholders as a whole.

 

Political and Charitable Donations

The Company does not make political donations (2019 - nil) and has not made any charitable donations during the year (2019 - nil).

 

Risk Management

Details of the financial risk management policies and objectives relative to the use of financial instruments by the Company are set out in note 19 to the financial statements.

 

The Board

The current Directors, N K Cayzer, Randal Dunluce (Viscount Dunluce), M J Gilbert (alternate H Young), P Yea, C Black and D Guthrie, together with H Fukuda who retired on 31 March 2020 and K Shanmuganathan who was appointed on 3 June 2020 were the only Directors who served during the year. Pursuant to Principle 23 of the AIC's Code of Corporate Governance which recommends that all directors should be subject to annual re-election by shareholders, all the members of the Board, with the exception of Mr Yea and Mr Shanmuganathan, will retire at the AGM scheduled for 1 December 2020 (the "2020 AGM") and will offer themselves for re-election.  Details of each Directors' contribution to the long term success of the Company are provided below.  In accordance with the Articles of Association, Mr Shanmuganathan, having been appointed to the Board on 3 June 2020, will retire from the Board at the 2020 AGM and, being eligible, seek election. Mr Yea has indicated that he intends to retire as a Director of the Company with effect from the close of business of the 2020 AGM.

 

The Board considers that there is a balance of skills and experience within the Board relevant to the leadership and direction of the Company and that all the Directors contribute effectively.

 

In common with most investment trusts, the Company has no employees. Directors' & Officers' liability insurance cover has been maintained throughout the year at the expense of the Company.

 

The Role of the Chairman

The Chairman is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chairman facilitates the effective contribution, and encourages active engagement, by each Director. In conjunction with the Company Secretary, the Chairman ensures that Directors receive accurate, timely and clear information to assist them with effective decision-making. The Chairman leads the evaluation of the Board and individual Directors, and acts upon the results of the evaluation process by recognising strengths and addressing any weaknesses.  The Chairman also engages with major shareholders and ensures that all Directors understand shareholder views.

 

The Company has not appointed a senior independent director. Accordingly the Audit Committee Chairman in combination with the other independent Directors fulfil the duties of the senior independent director, acting as a sounding board for the Chairman and acting as an intermediary for other directors as applicable. The Audit Committee Chairman is also available to shareholders to discuss any concerns they may have.

 

Corporate Governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and this statement describes how the Company has applied the principles identified in the UK Corporate Governance Code as published in July 2018 (the "UK Code"), which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk.

 

The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in February 2019 (the "AIC Code").  The AIC Code addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC's website: theaic.co.uk.

 

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC provides more relevant information to shareholders.

 

The Board confirms that, during the year, the Company complied with the principles and provisions of the AIC Code and the relevant provisions of the UK Code, except as set out below.

 

1. interaction with the workforce (provisions 2, 5 and 6); 

2. the role and responsibility of the chief executive (provisions 9 and 14);

3. previous experience of the chairman of a remuneration committee (provision 32);

4. executive directors' remuneration (provisions 33 and 36 to 40);

5. senior independent director (provision 12); and

6. tenure of the Chairman (provision 19).


For the reasons set out in the AIC Code, and as explained in the UK Corporate Governance Code, the Board considers that provisions 1 to 4 above are not relevant to the position of the Company, being an externally-managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of provisions 1 to 4 above. The tenure of the Chairman is discussed further under 'Policy on Tenure', below.  The full text of the Company's Corporate Governance Statement can be found on the Company's website: asia-focus.co.uk.

 

During the year ended 31 July 2020, the Board had five scheduled meetings. In addition, the Audit Committee met twice and the Management Engagement Committee met once. Between meetings the Board maintains regular contact with the Manager. Directors have attended the following scheduled Board meetings and Committee meetings during the year ended 31 July 2020 (with their eligibility to attend the relevant meeting in brackets):

 

 

Director

Board

Audit
Com.

Nomi-
nation
Com.

Management Engagement Com.

N Cayzer A

5 (5)

n/a

2 (2)

1 (1)

C Black

5 (5)

2 (2)

2 (2)

1 (1)

Viscount Dunluce

5 (5)

2 (2)

2 (2)

1 (1)

M Gilbert ABC

5 (5)

n/a

n/a

n/a

D Guthrie

5 (5)

2 (2)

2 (2)

1 (1)

K Shanmuganathan E

1 (1)

0 (0)

0 (0)

0 (0)

P Yea

5 (5)

2 (2)

2 (2)

1 (1)

H Fukuda D

3 (3)

n/a

1 (1)

1 (1)

A Mr Cayzer and Mr Gilbert were not members of the Audit Committee during the year

B Including attendance by Mr Young as Alternate Director to Mr Gilbert

C Mr Gilbert is not a member of the Nomination or Management Engagement Committees

D Ms Fukuda retired from the Board on 31 March 2020

E Mr Shanmuganathan was appointed to the Board on 3 June 2020

 

Policy on Tenure - Chairman

The Company's policy, which is kept under very regular review, is in line with the Listing Rules,  the Chairman must remain independent of the Manager.  The independent Directors, excluding the Chairman, have reviewed the Company's policy on the tenure of the Chairman in the light of the recent changes to the UK Corporate Governance Code.  The review focused on the independence of the Chairman from the Manager and concluded that, notwithstanding the tenure of the Chairman he remains completely independent of the Manager.  In forming this conclusion the independent Directors were able to draw upon the Chairman's demonstrable track record which includes:

 

· Overseeing the refreshment of the Board;

· Overseeing the introduction of a revised investment policy in 2018;

· Encouraging the Manager to proactively expand its focus on the smaller company investment universe;

· Successfully negotiating a significant reduction in the level of management fee.

 

The independent Directors note that the Chairman has overseen the affairs of the Company through a number of significant and tumultuous Asian investment cycles and this experience and in-depth knowledge of the Company is extremely beneficial to the Directors, shareholders and all stakeholders alike.

 

Policy on Tenure - Directors

The Board's policy on tenure is that Directors need not serve on the Board for a limited period of time only. The Board does not consider that the length of service of a Director is as important as the contribution he or she has to make, and therefore the length of service will be determined on a case-by-case basis. In accordance with corporate governance best practice, all Directors, including those who have served for more than nine years or who are non-independent, voluntarily offer themselves for re-election on an annual basis. 

 

The Board has noted that shareholder proxies representing 31% of the issued capital voted against the annual re-election of Mr Gilbert at the AGM held on 4 December 2019. The Board further notes the substantial support received from the shareholders with proxies representing 69% having voted in favour of Mr Gilbert's re-election and unanimous support from the  shareholders in attendance at the AGM.  Mr Gilbert is a non-independent Director and the Board has a rigorous procedure in place to ensure that only independent Directors are permitted to be present when any matters relating to the Manager are discussed and this process is enforced strictly. Mr Gilbert, or his Alternate Mr Young, have attended all of the five scheduled Board meetings in the year to 31 July 2020 and there are no issues relating to either Mr Gilbert or his Alternate not having sufficient time to dedicate to the Company. Furthermore, Mr Gilbert retired from Standard Life Aberdeen plc on 30 September 2020. The Board has a healthy mix of longer serving and more recently appointed Directors and the experience of the longer serving Directors has served the Company well through the investment cycles of the last 24 years and is valued by the Board as a whole.

 

Board Committees

Audit Committee

The Audit Committee Report is on pages 55 to 57 of the published Annual Report and financial statements for the year ended 31 July 2020.

 

Nomination Committee

All appointments to the Board of Directors are considered by the Nomination Committee which comprises all of the Directors except Mr Gilbert and his Alternate Mr Young and is chaired by Mr Cayzer. The Board's overriding priority in appointing new Directors to the Board is to identify the candidate with the best range of skills and experience to complement existing Directors. The Board also recognises the benefits of diversity and its policy on diversity is referred to in the Strategic Report.

 

During the year Mr Yea intimated his intention to retire from the Board at the conclusion of the 2020 AGM and the Nomination Committee initiated a search to find a new independent non executive Director. Historically the Company has used the services of an independent search consultant.  However, in light of difficulties arising from the ongoing pandemic, on this occasion, the Directors drew up a specification for the appointment and established a shortlist of suitable candidates themselves.  Following an interview process the Board appointed Mr Krishna Shanmuganathan as an independent non executive Director of the Company with effect from 3 June 2020.

 

The Board undertakes an annual evaluation of the Board, Directors, the Chairman and the Audit Committee which is conducted by questionnaires.  The 2020 evaluation highlighted certain areas of further focus such as continuing professional development which will be addressed with input where necessary from the Company's advisors. Overall, the Committee has concluded that the Board has an excellent balance of experience, knowledge of investment markets, legal regulation and financial accounting and continues to work in a collegiate and effective manner. 

 

The Nomination Committee has reviewed the contributions of each Director ahead of their proposed election and re-elections at the 2020 AGM. Notwithstanding that Mr Cayzer has served on the Board for more than nine years, the Committee is of the view that Mr Cayzer remains very independent of the Manager.  He has continued to Chair meetings in an orderly, open and independent manner allowing sufficient time for key areas of focus whilst allowing all significant matters to be fully debated.  Mr Gilbert has also served on the Board for more than nine years and is also deemed not to be independent as he is a former representative of the Manager.  The Committee has reviewed the contribution from Mr Gilbert and concluded that he brings significant strategic and investment expertise to the Board. Ms Black has brought significant financial promotion and marketing expertise to the Board; Ms Guthrie has brought significant investment insight, investment trust expertise and attention to detail to the Board during the year; Viscount Dunluce has brought detailed wealth management investment experience and insight to the Board.  Although Mr Yea has indicated his intention to retire from the Board at he 2020 AGM, the Committee notes his considerable technical financial expertise and contribution to the Company during the year through his chairmanship of the Audit Committee and Management Engagement Committee throughout the year.  Mr Shanmuganathan has already brought significant regional strategic insight to the Board. For the foregoing reasons, the independent members of the Nomination Committee have no hesitation in recommending the election/re-election of each Director who will be submitting themselves for election/re-election at the 2020 AGM.

 

Management Engagement Committee

The Management Engagement Committee comprises all of the Directors except Mr Gilbert and his Alternate Mr Young and is chaired by Mr Yea. Ms Guthrie has agreed to become Chairman of the Management Committee following Mr Yea's retirement on 1 December 2020. The Committee reviews the performance of the Investment Manager and its compliance with the terms of the management and secretarial agreement. The terms and conditions of the Investment Manager's appointment, including an evaluation of fees, are reviewed by the Committee on an annual basis. The Committee believes that the continuing appointment of the Manager on the terms agreed is in the interests of shareholders as a whole.

 

Remuneration Committee

Under the UK Listing Authority rules, where an investment trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. Accordingly, matters relating to remuneration are dealt with by the full Board, which acts as the Remuneration Committee, and is chaired by Mr Cayzer.

The Company's remuneration policy is to set remuneration at a level to attract individuals of a calibre appropriate to the Company's future development. Further information on remuneration is disclosed in the Directors' Remuneration Report.

 

Terms of Reference

The terms of reference of all the Board Committees may be found on the Company's website asia-focus.co.uk and copies are available from the Company Secretary upon request. The terms of reference are reviewed and re-assessed by the Board for their adequacy on an annual basis.

 

Going Concern

In accordance with the Financial Reporting Council's guidance the Directors have undertaken a rigorous review of the Company's ability to continue as a going concern. The Company's assets consist of equity shares in companies listed on recognised stock exchanges and are considered by the Board to be realisable within a relatively short timescale under normal market conditions. The Board has set overall limits for borrowing and reviews regularly the Company's level of gearing, cash flow projections and compliance with banking covenants. The Board has also reviewed stress testing and liquidity analysis covering the impact of significant historical market events such as the 1997 Asian Crisis and 2008 Global Financial Crisis on the liquidity of the portfolio to ensure that even in significant negative markets the Company would still be able to raise sufficient capital to repay its liabilities.

 

The Company's loan facilities were renegotiated in June 2020 and on 20 October 2020 the Board announced that it had agreed terms (through the acceptance of a conditional offer that is subject to diligence and agreement of legal documentation) to extend and secure the Company's long-term borrowings through the issuance of a £30 million 15 year Senior Unsecured Loan Note (the "Loan Note") at an annualised interest rate of 3.05%. The Loan Note will be unsecured, unlisted and denominated in sterling. The Loan Note will rank pari passu with the Company's other unsecured and unsubordinated financial indebtedness. The Company intends to use the proceeds of the Loan Note to repay, and cancel in full, the Company's loan facilities. 

 

The Directors are mindful of the Principal Risks and Uncertainties disclosed in the Strategic Report and they believe that the Company has adequate financial resources to continue its operational existence for a period of not less than 12 months from the date of approval of this Annual Report. They have arrived at this conclusion having confirmed that the Company's diversified portfolio of realisable securities is sufficiently liquid and could be used to meet short-term funding requirements were they to arise, including in current market conditions caused by the Covid-19 pandemic. The Directors have also reviewed the revenue and ongoing expenses forecasts for the coming year. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

 

Management of Conflicts of Interest

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his connected persons. The Board considers each Director's situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

 

No Director has a service contract with the Company although Directors are issued with letters of appointment upon appointment. The Directors' interests in contractual arrangements with the Company are as shown in note 18 to the financial statements. No other Directors had any interest in contracts with the Company during the period or subsequently.

 

The Board has adopted appropriate procedures designed to prevent bribery.  The Company receives periodic reports from its service providers on the anti-bribery policies of these third parties. It also receives regular compliance reports from the Manager.

 

The Criminal Finances Act 2017 introduced a new corporate criminal offence of "failing to take reasonable steps to prevent the facilitation of tax evasion".  The Board has confirmed that it is the Company's policy to conduct all of its business in an honest and ethical manner.  The Board takes a zero-tolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country.

 

Accountability and Audit

The respective responsibilities of the Directors and the auditor in connection with the financial statements are set out on pages 54 and 65 respectively of the published Annual Report and financial statements for the year ended 31 July 2020.

 

Each Director confirms that:

· so far as he or she is 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 could reasonably be expected to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

 

Additionally there have been no important events since the year end that impact this Annual Report.

The Directors have reviewed the level of non-audit services provided by the independent auditor during the year, together with the independent auditor's procedures in connection with the provision of such services, and remain satisfied that the auditor's objectivity and independence is being safeguarded.

Independent Auditor

 

Ernst & Young LLP and its associated audit firms ("EY") has been auditor to the Company since its launch in 1995 and will not be able to audit the Company from 2023.  Therefore, in accordance with regulatory requirements the Board has conducted a tender for audit services during the year, culminating in a decision to recommend to shareholders the appointment of PricewaterhouseCoopers LLP ("PwC") as independent auditor to the Company with effect from the AGM on 1 December 2020. PwC has expressed its willingness to become the Company's auditor and a Resolution to appoint PwC as the Company's auditor will be put to the forthcoming Annual General Meeting, along with a separate Resolution to authorise the Directors to fix the auditor's remuneration.

 

Internal Control

The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness and 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 Financial Statements. It is regularly reviewed by the Board and accords with the FRC Guidance.

 

The Board has reviewed the effectiveness of the system of internal control. In particular, it has reviewed and updated the process for identifying and evaluating the significant risks affecting the Company and policies by which these risks are managed.

 

The Directors have delegated the investment management of the Company's assets to the Standard Life Aberdeen Group within overall guidelines, and this embraces implementation of the system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the Standard Life Aberdeen Group's internal audit function which undertakes periodic examination of business processes, including compliance with the terms of the management agreement, and ensures that recommendations to improve controls are implemented.

 

Risks are identified and documented through a risk management framework by each function within the Standard Life Aberdeen Group's activities. Risk includes financial, regulatory, market, operational and reputational risk. This helps the internal audit risk assessment model identify those functions for review. Any weaknesses identified are reported to the Board, and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Board.

 

The significant risks faced by the Company have been identified as being financial; operational; and compliance-related. The key components of the process designed by the Directors to provide effective internal control are outlined below:

 

· the Manager prepares forecasts and management accounts which allow the Board to assess the Company's activities and review its performance;

· the Board and Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted to the Board and there are meetings with the Manager and Investment Manager as appropriate;

· as a matter of course the Manager's compliance department continually reviews Aberdeen Standard Investments' operations and reports to the Board on a six monthly basis;

· written agreements are in place which specifically define the roles and responsibilities of the Manager and other third party service providers and, where relevant, ISAE3402 Reports, a global assurance standard for reporting on internal controls for service organisations, or their equivalents are reviewed;

· the Board has considered the need for an internal audit function but, because of the compliance and internal control systems in place within Aberdeen Standard Investments, has decided to place reliance on the Manager's systems and internal audit procedures; and

· at its September 2020 meeting, the Audit Committee carried out an annual assessment of internal controls for the year ended 31 July 2020 by considering documentation from the Manager, Investment Manager and the Depositary, including the internal audit and compliance functions and taking account of events since 31 July 2020. The results of the assessment, that internal controls are satisfactory, were then reported to the Board at the next Board meeting.

 

Internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against mis-statement and loss.

 

Substantial Interests

The Board has been advised that the following shareholders owned 3% or more of the issued Ordinary share capital of the Company at 31 July 2020:

Shareholder

No. of Ordinary shares held

% held

City of London Investment Management Company

5,007,606

15.4

Aberdeen Standard Investments Savings Scheme (non-beneficial)

2,704,430

8.3

Wells Capital Management

2,417,856

7.5

Hargreaves Lansdown

1,978,761

6.1

Interactive Investor

1,967,204

6.1

Funds managed by Aberdeen Standard Investments

 

1,844,346

 

5.7

Charles Stanley

1,250,995

3.9

Investec Wealth & Management

1,017,799

3.1

 

On 22 October 2020 City of London Investment Management Company notified the Company that it had increased its interest in the Company to 5,764,041 Ordinary shares representing 18.0% of the issued capital.  There have been no other significant changes notified in respect of the above holdings between 31 July 2020 and 28 October 2020.

 

The UK Stewardship Code and Proxy Voting

Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the AIFM which has sub-delegated that authority to the Manager.

The Manager is a tier 1 signatory of the UK Stewardship Code which aims to enhance the quality of engagement by investors with investee companies in order to improve their socially responsible performance.

 

Relations with Shareholders

The Directors place a great deal of importance on communication with shareholders. The Annual Report is widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up to date information on the Company through the Manager's freephone information service and the Company's website asia-focus.co.uk.  The Company responds to letters from shareholders on a wide range of issues.

 

The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the Standard Life Aberdeen Group (either the Company Secretary or the Manager) in situations where direct communication is required and usually a representative from the Board meets with major shareholders on an annual basis in order to gauge their views.

 

The Notice of the Annual General Meeting, included within the Annual Report and Accounts, is sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board or the Manager, either formally at the Company's Annual General Meeting or at the subsequent buffet luncheon for shareholders. The Company Secretary is available to answer general shareholder queries at any time throughout the year.

 

Special Business at the Annual General Meeting

Directors' Authority to Allot Relevant Securities

Approval is sought in Resolution 13, an ordinary resolution, to renew the Directors' existing general power to allot securities but will also, provide a further authority (subject to certain limits), to allot shares under a fully pre-emptive rights issue. The effect of Resolution 13 is to authorise the Directors to allot up to a maximum of 21,303,139 shares in total (representing approximately 2/3 of the existing issued capital of the Company, of which a maximum of 10,651,569 shares (approximately 1/3 of the existing issued share capital) may only be applied to fully pre-emptive rights issues. This authority is renewable annually and will expire at the conclusion of the next Annual General Meeting in 2021. The Board has no present intention to utilise this authority.

 

Disapplication of Pre-emption Rights

Resolution 14 is a special resolution that seeks to renew the Directors' existing authority until the conclusion of the next Annual General Meeting to make limited allotments of shares for cash of up to 10% of the issued share capital other than according to the statutory pre-emption rights which require all shares issued for cash to be offered first to all existing shareholders.  This authority includes the ability to sell shares that have been held in treasury (if any), having previously been bought back by the Company. The Board has established guidelines for treasury shares and will only consider buying in shares for treasury at a discount to their prevailing NAV and selling them from treasury at or above the then prevailing NAV.

New shares issued in accordance with Resolution 14 and subject to the authority to be conferred by Resolution 13 will always be issued at a premium to the NAV per Ordinary share at the time of issue. The Board will issue new Ordinary shares or sell Ordinary shares from treasury for cash when it is appropriate to do so, in accordance with its current policy. It is therefore possible that the issued share capital of the Company may change between the date of this document and the Annual General Meeting and therefore the authority sought will be in respect of 10% of the issued share capital as at the date of the Annual General Meeting rather than the date of this document.

 

Purchase of the Company's Shares

Resolution 15 is a special resolution proposing to renew the Directors' authority to make market purchases of the Company's shares in accordance with the provisions contained in the Companies Act 2006 and the Listing Rules of the Financial Conduct Authority. The minimum price to be paid per Ordinary share by the Company will not be less than 25p per share (being the nominal value) and the maximum price should not be more than the higher of (i) 5% above the average of the middle market quotations for the shares for the preceding five business days; and (ii) the higher of the last independent trade and the current highest independent bid on the trading venue where the purchase is carried out.

 

The Directors do not intend to use this authority to purchase the Company's Ordinary shares unless to do so would result in an increase in NAV per share and would be in the interests of shareholders generally. The authority sought will be in respect of 14.99% of the issued share capital as at the date of the Annual General Meeting rather than the date of this document. 

 

The authority being sought in Resolution 15 will expire at the conclusion of the Annual General Meeting in 2021 unless it is renewed before that date. Any Ordinary shares purchased in this way will either be cancelled and the number of Ordinary shares will be reduced accordingly or under the authority granted in Resolution 14 above, may be held in treasury. During the year  the Company has bought back 1.48m Ordinary shares for Treasury.

 

If Resolutions 13 to 15 are passed then an announcement will be made on the date of the Annual General Meeting which will detail the exact number of Ordinary shares to which each of these authorities relate.

These powers will give the Directors additional flexibility going forward and the Board considers that it will be in the interests of the Company that such powers be available. Such powers will only be implemented when, in the view of the Directors, to do so will be to the benefit of shareholders as a whole.

 

Notice of Meetings

Resolution 16 is a special resolution seeking to authorise the Directors to call general meetings of the Company (other than Annual General Meetings) on 14 days' notice. This approval will be effective until the Company's next Annual General Meeting in 2021.  In order to utilise this shorter notice period, the Company is required to ensure that shareholders are able to vote electronically at the general meeting called on such short notice. The Directors confirm that, in the event that a general meeting is called, they will give as much notice as practicable and will only utilise the authority granted by Resolution 16 in limited and time sensitive circumstances.

 

Recommendation

Your Board considers Resolutions 13 to 16 to be in the best interests of the Company and its members as a whole and most likely to promote the success of the Company for the benefit of its members as a whole.  Accordingly, your Board unanimously recommends that shareholders should vote in favour of Resolutions 13 to 16 to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings amounting to 265,350 Ordinary shares. 

 

By order of the Board
Aberdeen Asset Management PLC -Secretaries
Bow Bells House, 1 Bread Street
London EC4M 9HH
28 October 2020

 

 

 

 

DIRECTORS' REMUNERATION REPORT

 

The Board has prepared this report in accordance with the regulations governing the disclosure and approval of Directors' remuneration.  This Directors' Remuneration Report comprises three parts:

1. Remuneration Policy which is subject to a binding shareholder vote every three years (or sooner if varied during this interval) - most recently voted on at the AGM on 1 December 2017 and which will next be voted upon at the AGM on 1 December 2020;

2. Implementation Report which provides information on how the Remuneration Policy has been applied during the year and which is subject to an advisory vote on the level of remuneration paid during the year; and

3. Annual Statement.

 

The law requires the Company's Auditor to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The auditor's opinion is included in the report on page 60 of the published Annual Report and financial statements for the year ended 31 July 2020.

 

Remuneration Policy

The Directors' Remuneration Policy takes into consideration the principles of UK Corporate Governance and there have been no changes to the policy during the period of this Report nor are there any proposals for the foreseeable future.

 

As the Company has no employees and the Board is comprised wholly of non-executive Directors and, given the size and nature of the Company, the Board has not established a separate Remuneration Committee.  Directors' remuneration is determined by the Board as a whole.

The Directors are non-executive and the Company's Articles of Association limit the annual aggregate fees payable to the Board of Directors to £225,000 per annum. This cap may be increased by shareholder resolution from time to time and was last increased at the Annual General Meeting held in December 2013.

 


31 July 2020

£

31 July 2019

£

Chairman

35,000

35,000

Chairman of Audit Committee

30,000

30,000

Director

27,000

27,000

 

Subject to this overall limit, the Board's policy is that the remuneration of non-executive Directors should reflect the nature of their duties, responsibilities and the value of their time spent and be fair and comparable to that of other investment trusts that are similar in size, have a similar capital structure and have a similar investment objective.

 

Appointment

The Company only intends to appoint non-executive Directors.

All the Directors are non-executive appointed under the terms of Letters of Appointment.

Directors must retire and be subject to re-election at the first AGM after their appointment, and at least every three years thereafter.

 

New appointments to the Board will be placed on the fee applicable to all Directors at the time of appointment (currently £27,000 per annum).

 

No incentive or introductory fees will be paid to encourage a Directorship.

The Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other benefits.

 

Directors are entitled to re-imbursement of out-of-pocket expenses incurred in connection with the performance of their duties, including travel expenses.

 

The Company indemnifies its Directors for all costs, charges, losses, expenses and liabilities which may be incurred in the discharge of duties, as a Director of the Company.

 

Performance, Service Contracts, Compensation and Loss of Office

The Directors' remuneration is not subject to any performance-related fee. No Director has a service contract.  With the exception of Mr Gilbert (and his Alternate Mr Young) and Mr Yea, no Director has an interest in any contracts with the Company during the period or subsequently.  The terms of appointment provide that a Director may be removed upon three months' notice. Compensation will not be due upon leaving office.   No Director is entitled to any other monetary payment or to any assets of the Company.

Directors' and Officers' liability insurance cover is maintained by the Company on behalf of the Directors. Under the Articles, the Company indemnifies each of the Directors out of the assets of the Company against any liability incurred by them as a Director in defending proceedings or in connection with any application to the Court in which relief is granted and separate deeds of indemnity exist in this regard between the Company and each Director.

 

Implementation Report

Directors' Fees

During the year the Board carried out its annual review of the level of fees payable to Directors including a review of comparable peer group directors' fees.  Following the review it was concluded that the fees should be maintained at the current levels of £35,000, £30,000 and £27,000 for the Chairman, Audit Committee Chairman and other Directors, respectively.  The Directors' fees were increased to the present level with effect from 1 October 2017.  There are no further fees to disclose as the Company has no employees, chief executive or executive directors.

 

Company Performance

The following chart illustrates the total shareholder return (including reinvested dividends) for a holding in the Company's shares as compared to the MSCI AC Asia Pacific ex Japan Index (in Sterling terms) for the ten year period to 31 July 2020 (rebased to 100 at 31 July 2010). Given the absence of any meaningful index with which to compare performance, this index is deemed to be the most appropriate one against which to measure the Company's performance.

 

Statement of Voting at General Meeting

At the Company's last Annual General Meeting, held on 4 December 2019, shareholders approved the Directors' Remuneration Report in respect of the year ended 31 July 2019 and the following proxy votes were received on the resolutions:

 

Resolution

For A

Against

Withheld

(2) Receive and Adopt Directors' Remuneration Report

16.3m

(99.8%)

370

(0.0%)

29,464

(3) To approve the Directors' Remuneration Policy B

14.46m

(99.8%)

34,192

(0.2%)

40,641

A Including discretionary votes

B Approved at the AGM held on 1 December 2017

 

Spend on Pay

As the Company has no employees, the Board does not consider it appropriate to present a table comparing remuneration paid to Directors with distributions to shareholders.  Fees are pro-rated where a change takes place during a financial year.

 

The total fees paid to Directors are shown below.

 

Audited Information

Fees Payable

The Directors who served in the year received the following fees which exclude employers' NI and any VAT payable:

Director

2020

£

2019

£

N K Cayzer (Chairman and highest paid Director)

35,000

35,000

Viscount Dunluce

27,000

27,000

M J Gilbert A

-

-

P Yea C

30,000

28,000

K Shanmuganathan B

4,350

n/a

C Black

27,000

14,661

D Guthrie

27,000

14,661

H Fukuda D

18,000

27,000

Total

168,350

146,322

A Mr Gilbert has waived his fees with effect from 1 April 2018

B Mr Shanmuganathan was appointed to the Board on 3 June 2020

C Mr Yea was appointed Audit Committee Chairman on 31 March 2019 following the retirement of Mr Maude

D Ms Fukuda retired from the Board on 31 March 2020

 

Sums Paid to Third Parties

None of the fees disclosed above were payable to third parties in respect of making available the services Directors. Mr Gilbert has waived his non executive Director's fees with effect from 1 April 2018, which would have amounted to £27,000 for the year ended 31 July 2020.  Mr Gilbert's services to the Company are non executive and he has no part in the day to day management of the Company.  The amounts paid by the Company to the Directors were for services as non-executive Directors.

 

Directors' Interests in the Company

The Directors are not required to have a shareholding in the Company. The Directors' interests in contractual arrangements with the Company are as shown in note 18 to the financial statements.  The Directors (including connected persons) at 31 July 2020, and 31 July 2019, had no interest in the share capital of the Company other than those interests, all of which are beneficial interests, shown in the following table.


 31 July 2020 A

31 July 2019

 


Ordinary shares


Ordinary shares


N K Cayzer

-


-


 

Viscount Dunluce

800


800


 

H Fukuda A

3,685


3,621


 

M J Gilbert

106,250


106,250


 

K Shanmuganathan B

1,054


n/a


 

P Yea

2,063


2,063


 

H Young (alternate)

149,535


149,535


 

C Black

958


958


 

D Guthrie

4,690


4,690


 

A or date of retirement, if earlier

B Mr Shanmuganathan was appointed to the Board on 3 June 2020

 

The above interests are unchanged at 28 October 2020, being the nearest practicable date prior to the signing of this Report.

 

Annual Statement

On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration Policy and Remuneration Implementation summarises, as applicable, for the year ended 31 July 2020:

 

· the major decisions on Directors' remuneration;

· any substantial changes relating to Directors' remuneration made during the year; and

· the context in which the changes occurred and in which decisions have been taken.

 

Nigel Cayzer,
Chairman
28 October 2020

 

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the 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 judgments and estimates that are reasonable and prudent; and

· state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements.

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are also responsible 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.

Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report including Strategic Report, Business Review, Directors' Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations.

 

The financial statements are published on asia-focus.co.uk which is a website maintained by the Company's Manager. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Directors listed on pages 38 to 41 of the published Annual Report and financial statements for the year ended 31 July 2020, being the persons responsible, hereby confirm to the best of their knowledge that:

 

· the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

· that in the opinion of the Directors, the Annual Report and financial statements taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's performance, business model and strategy. In reaching this conclusion the Board has assumed that the reader of the Annual Report and financial statements would have a reasonable level of general investment knowledge, and in particular, of investment trusts; and

· the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces.

 

For Aberdeen Standard Asia Focus PLC
Nigel Cayzer,
Chairman
28 October 2020

 



 

STATEMENT OF COMPREHENSIVE INCOME

 

Year ended 31 July 2020

Year ended 31 July 2019

Revenue

Capital

Total

Revenue

Capital

Total

Notes

£'000

£'000

£'000

£'000

£'000

£'000

(Losses)/gains on investments

10

-

(67,561)

(67,561)

-

21,109

21,109

Income

3

13,595

-

13,595

14,632

-

14,632

Exchange losses

-

(76)

(76)

-

(1,371)

(1,371)

Investment management fees

4

(3,121)

-

(3,121)

(3,710)

-

(3,710)

Administrative expenses

5

(1,040)

-

(1,040)

(1,092)

-

(1,092)

Net return before finance costs and taxation

9,434

(67,637)

(58,203)

9,830

19,738

29,568

Finance costs

6

(1,539)

-

(1,539)

(1,600)

-

(1,600)

Net (loss)/ return before tax

7,895

(67,637)

(59,742)

8,230

19,738

27,968

Tax (expense)/income

7

(802)

158

(644)

(763)

(231)

(994)

Net (loss)/return after taxation

7,093

(67,479)

(60,386)

7,467

19,507

26,974

Return per share (pence):

Basic

9

21.45

(204.02)

(182.57)

21.64

56.54

78.18

Diluted

9

n/a

n/a

n/a

21.35

52.69

74.04

For the year ended 31 July 2020 the conversion option for potential Ordinary shares within the Convertible Unsecured Loan Stock was dilutive to the revenue return per Ordinary share but non-dilutive to the capital return per Ordinary share.

The total column of this statement represents the profit and loss account of the Company. There is no other comprehensive income and therefore the net return after taxation is also the total comprehensive income for the year.

All revenue and capital items in the above statement derive from continuing operations.

The accompanying notes are an integral part of the financial statements.

 

 



 

STATEMENT OF FINANCIAL POSITION

 

As at

As at

31 July 2020

31 July 2019

Notes

£'000

£'000

Non-current assets

Investments at fair value through profit or loss

10

394,467

484,709

Current assets

Debtors and prepayments

11

1,541

3,617

Cash and short term deposits

10,919

10,239

12,460

13,856

Creditors: amounts falling due within one year

Bank loans

(11,200)

(20,407)

Other creditors

(1,274)

(1,649)

12

(12,474)

(22,056)

Net current liabilities

(14)

(8,200)

Total assets less current liabilities

394,453

476,509

Non-current liabilities

2.25% Convertible Unsecured Loan Stock 2025

13

(35,497)

(35,499)

Net assets

358,956

441,010

Capital and reserves

Called-up share capital

14

10,434

10,430

Capital redemption reserve

2,062

2,062

Share premium account

60,377

60,130

Equity component of 2.25% Convertible Unsecured Loan Stock 2025

13

1,057

1,057

Capital reserve

15

268,750

351,781

Revenue reserve

16,276

15,550

Equity shareholders' funds

358,956

441,010

Net asset value per share (pence):

Basic

16

1,106.45

1,300.56

Diluted

16

n/a

n/a

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2020 and were signed on behalf of the Board by:

Nigel Cayzer

Chairman

The accompanying notes are an integral part of the financial statements.

 

 



 

STATEMENT OF CHANGES IN EQUITY

 

For the year ended 31 July 2020  

Capital

Share

Equity

redemption

Component

Capital

Revenue

reserve

CULS 2025

reserve

reserve

Total

Note

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 August 2019

10,430

2,062

60,130

1,057

351,781

15,550

441,010

Conversion of 2.25% CULS 2025

13

4

-

247

-

-

-

251

Purchase of own shares to treasury

14

-

-

-

-

(15,552)

-

(15,552)

Return after taxation

-

-

-

-

(67,479)

7,093

(60,386)

Dividends paid

8

-

-

-

-

-

(6,367)

(6,367)

Balance at 31 July 2020

10,434

2,062

60,377

1,057

268,750

16,276

358,956

For the year ended 31 July 2019

Capital

Share

Equity

Share

redemption

premium

Component

Capital

Revenue

capital

reserve

account

CULS 2025

reserve

reserve

Total

Note

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 August 2018

10,429

2,062

60,076

1,054

346,123

13,962

433,706

Conversion of 2.25% CULS 2025

13

1

-

54

-

-

-

55

Expense update for issue of 2025 CULS

-

-

-

3

(60)

(57)

Purchase of own shares to treasury

14

-

-

-

-

(13,789)

-

(13,789)

Return after taxation

-

-

-

-

19,507

7,467

26,974

Dividends paid

8

-

-

-

-

-

(5,879)

(5,879)

Balance at 31 July 2019

10,430

2,062

60,130

1,057

351,781

15,550

441,010

The accompanying notes are an integral part of the financial statements.

 

 



STATEMENT OF CASHFLOWS

 

Year ended

Year ended

31 July 2020

31 July 2019

Notes

£'000

£'000

Cash flows from operating activities

(Loss)/return before finance costs and tax

(58,203)

29,568

Adjustments for:

Dividend income

3

(13,572)

(14,585)

Interest income

3

(22)

(47)

Dividends received

13,677

14,354

Interest received

22

47

Interest paid

(1,276)

(1,386)

Losses/(gains) on investments

10

67,561

(21,109)

Foreign exchange movements

76

1,371

(Increase)/decrease in prepayments

(3)

2

(Increase)/decrease in other debtors

(18)

48

Increase/(decrease) in other creditors

80

(7)

Stock dividends included in investment income

(261)

(308)

Overseas withholding tax suffered

7

(974)

(843)

Net cash inflow from operating activities

7,087

7,105

Cash flows from investing activities

Purchase of investments

(67,809)

(122,485)

Sales of investments

92,454

135,186

Capital gains  tax rebate/(charge) on sales

102

(711)

Net cash inflow from investing activities

24,747

11,990

Cash flows from financing activities

Purchase of own shares to treasury

(15,529)

(14,253)

Drawdown of loan

12

18,200

1,966

Repayment of loan

12

(26,852)

-

Loan arrangement fees

(30)

(6)

2.25% Convertible Unsecured Loan Stock 2025 issue expenses rebate/(paid)

65

(22)

Equity dividends paid

8

(6,367)

(5,879)

Net cash outflow from financing activities

(30,513)

(18,194)

Increase in cash and cash equivalents

1,321

901

Analysis of changes in cash and cash equivalents

Opening balance

10,239

9,398

Increase in cash and cash equivalents

1,321

901

Foreign exchange movements

(641)

(60)

Closing balance

10,919

10,239

The accompanying notes are an integral part of the financial statements.

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 July 2020



 

1.

Principal activity. The Company is a closed-end investment company, registered in England & Wales No 03106339, with its Ordinary shares being listed on the London Stock Exchange.

 

2.

Accounting policies

(a)

Basis of preparation and going concern. The financial statements have been prepared in accordance with Financial Reporting Standard 102 and with the AIC's Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in October 2019. The financial statements are prepared in Sterling which is the functional currency of the Company and rounded to the nearest £'000. They have also been prepared on a going concern basis and on the assumption that approval as an investment trust will continue to be granted by HMRC.

The Company's assets consist substantially of equity shares in companies listed on recognised stock exchanges and in most circumstances, including in the current market environment, are realisable within a short timescale. The Board has set limits for borrowing and regularly reviews cash flow projections and compliance with banking covenants, including the headroom available. The Company has a revolving loan facility which expires in June 2022. Having taken these factors into account as well as the impact of Covid-19 and having assessed the principal risks and other matters set out in the Viability Statement on pages 17 and 18 of the published Annual Report and financial statements for the year ended 31 July 2020, the Directors believe that, after making enquiries, the Company has adequate resources to continue in operational existence for the foreseeable future and has the ability to meet its financial obligations as they fall due for a period of at least twelve months from the date of approval of this Report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements. Further detail is included in the Directors' Report (unaudited).

Significant accounting judgements, estimates and assumptions. The preparation of financial statements requires the use of certain significant accounting judgements, estimates and assumptions which requires management to exercise its judgement in the process of applying the accounting policies and are continually evaluated. Special dividends are assessed and credited to capital or revenue according to their circumstances and are considered to require significant judgement. The Directors do not consider there to be any significant estimates within the financial statements.

(b)

Valuation of investments. The Company has chosen to apply the recognition and measurement provisions of IAS 39 Financial Instruments: Recognition and Measurement (as adopted for use in the EU) and investments have been designated upon initial recognition at fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured at fair value. Subsequent to initial recognition, investments are measured at fair value. For listed investments, this is deemed to be bid market prices. Gains and losses arising from changes in fair value and disposals are included as a capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserve.

(c)

Borrowings. Bank loans are initially recognised at cost, being the fair value of the consideration received, net of any issue expenses. Subsequently, they are measured at amortised cost using the effective interest method.  Finance charges are accounted for on an accruals basis using the effective interest rate method and are charged 100% to revenue.

(d)

Income. Dividends, including taxes deducted at source, are included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are reviewed on a case-by-case basis and may be credited to capital, if circumstances dictate. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time apportioned basis so as to reflect the effective yield on shares. Other returns on non-equity shares are recognised when the right to return is established. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the cash dividend is recognised as income. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital reserves. Interest receivable on bank balances is dealt with on an accruals basis.

(e)

Expenses. All expenses are accounted for on an accruals basis. Expenses, including management fees and finance costs, are charged 100% through the revenue column of the Statement of Comprehensive Income with the exception of transaction costs incurred on the purchase and disposal of investments which are charged to the capital column of the Statement of Comprehensive Income and are separately identified and disclosed in note 10 within gains on investments.

(f)

Taxation. The tax expense represents the sum of tax currently payable and deferred tax. Any tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the Statement of Financial Position date.

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the Statement of Financial Position date.

Due to the Company's status as an investment trust company and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within the Statement of Comprehensive Income on the same basis as the particular item to which it relates using the Company's effective rate of tax for the year, based on the marginal basis.

(g)

Foreign currency. Assets and liabilities in foreign currencies are translated at the rates of exchange ruling on the Statement of Financial Position date. Transactions involving foreign currencies are converted at the rate ruling on the date of the transaction. Gains and losses on dividends receivable are recognised in the Statement of Comprehensive Income and are reflected in the revenue reserve. Gains and losses on the realisation of investments in foreign currencies and unrealised gains and losses on investments in foreign currencies are recognised in the Statement of Comprehensive Income and are then transferred to the capital reserve.

(h)

Convertible Unsecured Loan Stock. Convertible Unsecured Loan Stock ("CULS") issued by the Company is regarded as a compound instrument, comprising of a liability component and an equity component. At the date of issue, the fair value of the liability component of the 2.25% CULS 2025 was estimated by assuming that an equivalent non-convertible obligation of the Company would have an effective interest rate of 3.063% (3.5% CULS 2019 - 3.113%). The fair value of the equity component, representing the option to convert liability into equity, is derived from the difference between the issue proceeds of the CULS and the fair value assigned to the liability. The liability component is subsequently measured at amortised cost using the effective interest rate and the equity component remains unchanged.

Direct expenses associated with the CULS issue are allocated to the liability and equity components in proportion to the split of the proceeds of the issue. Expenses allocated to the liability component are amortised over the life of the instrument using the effective interest rate.

(i)

Cash and cash equivalents. Cash comprises cash in hand and demand deposits. Cash equivalents includes bank overdrafts repayable on demand and short term, highly liquid investments, that are readily convertible to known amounts of cash and that are subject to an insignificant risk of change in value.

(j)

Nature and purpose of reserves

Capital redemption reserve. The capital redemption reserve arose when Ordinary shares were redeemed and cancelled, at which point an amount equal to the par value of the Ordinary share capital was transferred from the share capital account to the capital redemption reserve. This is not a distributable reserve.

Share premium account. The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 25p. This is not a distributable reserve.

Capital reserve. This reserve reflects any gains or losses on investments realised in the period along with any movement in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. These include gains and losses from foreign currency exchange differences arising on monetary assets and liabilities except for dividend income receivable. Additionally, the cost of share buybacks to be held in treasury is also deducted from this reserve.

Revenue reserve. This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve represents the amount of the Company's reserves distributable by way of dividend.

(k)

Treasury shares. When the Company purchases the Company's equity share capital as treasury shares, the amount of the consideration paid, which includes directly attributable costs is recognised as a deduction from equity. When these shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from the capital reserve.

(l)

Dividends payable. Final dividends are recognised in the financial statements in the period in which Shareholders approve them.

(m)

Segmental reporting. The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental analysis is provided however an analysis of the geographic exposure of the Company's investments is provided on page 31 of the published Annual Report and financial statements for the year ended 31 July 2020.

 

3.

Income

2020

2019

£'000

£'000

Income from investments

Overseas dividends

12,996

13,659

UK dividend income

300

300

REIT income

-

65

Stock dividends

261

308

Fixed interest income

15

253

13,572

14,585

Other income

Deposit interest

22

44

Other income

1

3

23

47

Total income

13,595

14,632

 

 

4.

Investment management fees

2020

2019

£'000

£'000

Investment management fees

3,121

3,710

The Company has an agreement with ASFML for the provision of management services, under which investment management services have been delegated to ASI Asia.

From 1 August 2019 until 31 July 2020 the management fee was payable monthly in arrears at the rate of 0.08% of the Company's market capitalisation (as defined below) per calendar month, exclusive of VAT where applicable. Market capitalisation is defined as the Company's closing Ordinary share price quoted on the London Stock Exchange multiplied by the number of Ordinary shares in issue (excluding those held in Treasury), as determined on the last business day of the calendar month to which the remuneration relates. The balance due to the Manager at the year end was £741,000 (2019 - £613,000) which represents three months' fees (2019 - two months).

During the comparative period, from 1 August 2018 until 31 October 2018 the management fee was payable monthly in arrears and was based on an annual amount of 1.0%, calculated on the average net asset value of the Company over a 24 month period, valued monthly. The management fee was calculated by reference to the value of the Company's net assets (gross assets less liabilities excluding the amount of any loan facilities or overdraft facilities drawn down). The new management fee basis has been effective from 1 November 2018.

The management agreement may be terminated by either the Company or the Manager on the expiry of twelve months' written notice. On termination, the Manager would be entitled to receive fees which would otherwise have been due to that date.

 

5.

Administrative expenses

2020

2019

£'000

£'000

Administration feesA

97

95

Directors' feesB

168

166

Promotional activitiesC

219

219

Auditor's remuneration:

- fees payable to the auditor for the audit of the annual accounts

35

28

- fees payable to the auditor and its associates for other services

- interim review

6

7

Custodian charges

258

251

Registrar fees

40

47

Other expenses

217

279

1,040

1,092

A The Company has an agreement with ASFML for the provision of administration services. The administration fee is payable quarterly in advance and is adjusted annually to reflect the movement in the Retail Prices Index. The balance due to ASFML at the year end was £24,000 (2019 - £24,000). The agreement is terminable on six months' notice.

B No pension contributions were made in respect of any of the Directors.

C Under the management agreement, the Company has also appointed ASFML to provide promotional activities to the Company by way of its participation in the Aberdeen Standard Investment Trust Share Plan and ISA. ASFML has delegated this role to the Standard Life Aberdeen Group. The total fee paid and payable under the agreement in relation to promotional activities was £219,000 (2019 - £219,000). There was a £73,000 (2019 - £82,000) balance due to the Standard Life Aberdeen Group at the year end.

 

6.

Finance costs

2020

2019

£'000

£'000

Loans repayable in less than one year

460

516

Interest on 2.25% CULS 2025

831

839

Notional interest on 2.25% CULS 2025

154

154

Amortisation of 2.25% CULS 2025 issue expenses

94

91

1,539

1,600

 

7.

Tax expense

2020

2019

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

(a)

Analysis of charge for the year

Indian capital gains tax charge on sales

-

302

302

-

711

711

Indian capital gains tax charge rebate sales

-

(403)

(403)

-

-

-

Overseas taxation

802

-

802

763

-

763

Total current tax charge for the year

802

(101)

701

763

711

1,474

Deferred tax charge on Indian capital gains

-

(57)

(57)

-

(480)

(480)

Total tax rebate/(charge) for the year

802

(158)

644

763

231

994

On 1 April 2018, the Indian Government withdrew an exemption from capital gains tax on investments held for twelve months or longer. Accordingly, the Company has recognised a deferred tax liability of £nil (2019 - £57,000) on capital gains which may arise if Indian investments are sold.

At 31 July 2020 the Company had surplus management expenses and loan relationship deficits with a tax value of £10,954,071 (2019 - £8,836,000) in respect of which a deferred tax asset has not been recognised. This is due to the Company having sufficient excess management expenses available to cover the potential liability and the Company is not expected to generate taxable income in the future in excess of deductible expenses.

(b)

Factors affecting the tax charge for the year. The tax assessed for the year is  lower (2019 - same) than the current standard rate of corporation tax in the UK for a large company of 19% (2019 - 19%). The differences are explained below:

2020

2019

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Return before taxation

7,895

(67,637)

(59,742)

8,230

19,738

27,968

Return multiplied by the standard tax rate of corporation tax of 19%

1,500

(12,851)

(11,351)

1,563

3,750

5,313

Effects of:

Gains on investments not taxable

-

12,837

12,837

-

(4,011)

(4,011)

Exchange losses

-

14

14

-

261

261

Overseas tax

802

-

802

763

-

763

Indian capital gains tax charge on sales

-

(101)

(101)

-

711

711

Movement in deferred tax liability on Indian capital gains

-

(57)

(57)

-

(480)

(480)

UK dividend income

(57)

-

(57)

(57)

-

(57)

Non-taxable dividend income

(2,519)

-

(2,519)

(2,654)

-

(2,654)

Expenses not deductible for tax purposes

(2)

-

(2)

7

-

7

Tax effect of expensed double taxation relief

(1)

-

(1)

-

-

-

Movement in unutilised management expenses

793

-

793

893

-

893

Movement in unutilised loan relationship deficits

286

-

286

248

-

248

Total tax charge for the year

802

(158)

644

763

231

994

 

8.

Dividends

2020

2019

£'000

£'000

Final dividend for 2019 - 14.0p (2018 - 13.0p)

4,691

4,496

Special dividend for 2019 - 5.0p (2018 - 4.0p)

1,676

1,383

6,367

5,879

Proposed final and special dividends are subject to approval by shareholders at the Annual General Meeting and are not included as a liability in the financial statements.

We set out below the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158 - 1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the current year is £7,093,000 (2019 - £7,467,000).

2020

2019

£'000

£'000

Proposed final dividend for 2020 - 14.5p (2019 - 14.0p)

4,633

4,693

Proposed special dividend for 2020 - 4.5p (2019 - 5.0p)

1,438

1,676

6,071

6,370

The amount reflected above for the cost of the proposed final and special dividend for 2020 is based on 31,954,709 Ordinary shares, being the number of Ordinary shares in issue excluding shares held in treasury at the date of this Report.

 

9.

Return per Ordinary share

2020

2019

Revenue

Capital

Total

Revenue

Capital

Total

Basic

Return after taxation (£'000)

7,093

(67,479)

(60,386)

7,467

19,507

26,974

Weighted average number of shares in issueA

33,075,236

34,498,372

Return per Ordinary share (p)

21.45

(204.02)

(182.57)

21.64

56.54

78.18

2020

2019

Diluted

Revenue

Capital

Total

Revenue

Capital

Total

Return after taxation (£'000)

7,623

(67,479)

(59,856)

7,905

19,507

27,412

Weighted average number of shares in issueAB

35,586,690

37,022,314

Return per Ordinary share (p)

n/a

n/a

n/a

21.35

52.69

74.04

A Calculated excluding shares held in treasury.

 

B The calculation of the diluted total, revenue and capital returns per Ordinary share is carried out in accordance with IAS 33, "Earnings per Share". For the purpose of calculating total, revenue and capital returns per Ordinary share, the number of Ordinary shares used is the weighted average number used in the basic calculation plus the number of Ordinary shares deemed to be issued for no consideration on exercise of all 2.25% Convertible Unsecured Loan Stock 2025 ("CULS"). The calculations indicate that the exercise of CULS would result in an increase in the weighted average number of Ordinary shares of 2,511,454 (2019 - 2,523,942) to 35,586,690 (2019 - 37,022,314) Ordinary shares.

For the year ended 31 July 2020 the assumed conversion for potential Ordinary shares was dilutive to the revenue return per Ordinary share but non-dilutive to the capital return per Ordinary share. Where dilution occurs, the net returns are adjusted for interest charges and issue expenses relating to the CULS (2020 - £530,000; 2019 - £438,000). Total earnings for the period are tested for dilution. Once dilution has been determined individual revenue and capital earnings are adjusted.

 

10.

Investments at fair value through profit or loss

2020

2019

£'000

£'000

Opening book cost

314,799

265,689

Opening investment holding gains

169,910

210,408

Opening fair value

484,709

476,097

Analysis of transactions made during the year

Purchases at cost

67,688

122,930

Sales proceeds received

(90,378)

(135,540)

Effective yield adjustment

9

113

(Losses)/gains on investments

(67,561)

21,109

Closing fair value

394,467

484,709

Closing book cost

314,306

314,799

Closing investment gains

80,161

169,910

Closing fair value

394,467

484,709

2020

2019

£'000

£'000

Investments listed on an overseas investment exchange

384,458

472,672

Investments listed on the UK investment exchange

10,009

12,037

394,467

484,709

The Company received £90,377,000 (2019 - £135,539,000) from investments sold in the period. The book cost of these investments when they were purchased was £68,190,000 (2019 - £73,933,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

Transaction costs. During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within losses on investments in the Statement of Comprehensive Income. The total costs were as follows:

2020

2019

£'000

£'000

Purchases

172

259

Sales

142

332

314

591

The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company's Key Information Document are calculated on a different basis and in line with the PRIIPs regulations.

 

11.

Debtors: amounts falling due within one year

2020

2019

£'000

£'000

Amounts due from brokers

362

2,438

Other debtors

271

184

Prepayments and accrued income

908

995

1,541

3,617

None of the above amounts is past their due date or impaired (2019 - same).

 

12.

Creditors

2020

2019

Amounts falling due within one year

£'000

£'000

Bank loans

11,200

20,417

Loan arrangement fees

-

(10)

Amounts due to brokers

-

371

Amount due for the purchase of own shares to treasury

97

86

Deferred tax liability on Indian capital gains

-

57

Other creditors

1,177

1,135

12,474

22,056

The Company's US$12,500,000 multicurrency revolving loan facility with The Royal Bank of Scotland International Limited ("RBSI") matured on 5 June 2020 and was replaced with a new two year £20,000,000 multicurrency revolving loan facility with RBSI. At 31 July 2020 £11,200,000 had been drawn down to 6 August 2020 under this facility at an all-in interest rate of 0.976% (31 July 2019 - US$12,500,000 equivalent to £10,209,000 drawn down at an all-in rate of 3.1% which matured on 23 August 2019).

The Company's US$12,500,000 term loan facility with RBSI matured on 5 June 2020 and has been repaid. At 31 July 2019 US$12,500,000 equivalent to £10,198,000 was drawn down at a fixed interest rate of 2.506%.

The terms of these loan facilities contained covenants that the minimum net assets of the Company are £225,000,000, the percentage of borrowings against net assets is less than 20%, and the portfolio contains a minimum of forty five eligible investments (investments made in accordance with the Company's investment policy). The Company was in compliance with its covenants at all relevant reporting periods.

All financial liabilities are measured at amortised cost.

 

13.

Non-current liabilities

2020

2019

Number of

Liability

Equity

Number of

Liability

Equity

units

component

component

units

component

component

£'000

£'000

£'000

£'000

£'000

£'000

2.25% Convertible Unsecured Loan Stock 2025

Balance at beginning of year

36,945

35,499

1,057

37,000

35,209

1,054

Conversion of 2.25% CULS 2025

(251)

(251)

-

(55)

(55)

-

Issue expenses

-

-

-

-

100

3

Notional interest on CULS transferred to revenue reserve

-

154

-

-

153

-

Amortisation and issue expenses

-

95

-

-

92

-

Balance at end of year

36,694

35,497

1,057

36,945

35,499

1,057

The 2.25% Convertible Unsecured Loan Stock 2025 ("2025 CULS") can be converted at the election of holders into Ordinary shares during the months of May and November each year throughout their life, commencing 30 November 2018 to 31 May 2025 at a rate of 1 Ordinary share for every 1465.0p nominal of CULS. Interest is payable on the 2025 CULS on 31 May and 30 November each year, commencing on 30 November 2018. 100% of the interest will be charged to revenue in line with the Board's expected long-term split of returns from the investment portfolio of the Company.

The 2025 CULS has been constituted as an unsecured subordinated obligation of the Company by the Trust Deed between the Company and the Trustee, the Law Debenture Trust Corporation p.l.c., dated 23 May 2018. The Trust Deed details the 2025 CULS holders' rights and the Company's obligations to the CULS holders and the Trustee oversees the operation of the Trust Deed. In the event of a winding-up of the Company the rights and claims of the Trustee and 2025 CULS holders would be subordinate to the claims of all creditors in respect of the Company's secured and unsecured borrowings, under the terms of the Trust Deed.

In 2020 the Company received elections from 2025 CULS holders to convert 251,001 nominal amount of CULS into 17,116 Ordinary shares.

The fair value of the 2025 CULS at 31 July 2020 was £34,988,000 (2019 - £37,684,000).

 

14.

Called up share capital

2020

2019

£'000

£'000

Allotted, called-up and fully paid

Ordinary shares of 25p

8,111

8,477

Treasury shares

2,323

1,953

10,434

10,430

Ordinary

Treasury

Total

shares

shares

shares

Number

Number

Number

At 31 July 2019

33,909,349

7,809,662

41,719,011

Conversion of CULS

17,116

-

17,116

Buyback of own shares

(1,484,256)

1,484,256

-

At 31 July 2020

32,442,209

9,293,918

41,736,127

During the year 1,484,256 Ordinary shares of 25p were purchased by the Company (2019 - 1,302,650 Ordinary shares purchased) at a total cost of £15,552,000 (2019 - total cost of £13,789,000), all of which were held in treasury (2019 - same). At the year end 9,293,918 (2019 - 7,809,662) shares were held in treasury, which represents 22.27% (2019 - 18.72%) of the Company's total issued share capital at 31 July 2020. During the year there were a further 17,116 Ordinary shares issued as a result of CULS conversions (2019 - 3,727).

Since the year end a further 487,500 Ordinary shares of 25p have been purchased by the Company at a total cost of £4,932,000 all of which are held in treasury.

 

15.

Reserves

2020

2019

£'000

£'000

Capital reserve

At 31 July 2019

351,781

346,123

Movement in investment holdings fair value

(89,749)

(40,498)

Gains on realisation of investments at fair value

22,188

61,607

Purchase of own shares to treasury

(15,552)

(13,789)

Expense update for issue of 2025 CULS

-

(60)

Movement in deferred liability on Indian capital gains

158

(231)

Foreign exchange movement

(76)

(1,371)

At 31 July 2020

268,750

351,781

The capital reserve includes investment holding gains amounting to £80,161,000 (2019 - £169,910,000) as disclosed in note 10. The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice 'Financial Statements Of Investment Trust Companies and Venture Capital Trusts'.

 

16.

Net asset value per Ordinary share

2020

2019

Basic

Net assets attributable

£358,956,000

£441,010,000

Number of Ordinary shares in issueA

32,442,209

33,909,349

Net asset value per Ordinary share

1,106.45p

1,300.56p

2020

2019

Diluted

Net assets attributable

£394,453,000

£476,509,000

Number of Ordinary shares in issue A

34,946,935

36,431,208

Net asset value per Ordinary shareB

n/a

n/a





A Calculated excluding shares held in treasury

B The diluted net asset value per Ordinary share has been calculated on the assumption that £36,694,231 (2019 -£36,945,232) 2.25% Convertible Unsecured Loan Stock 2025 ("CULS")  is converted at 1465.0p per share, giving a total of 34,946,935 (2019 - 36,431,208) Ordinary shares. Where dilution occurs, the net assets are adjusted for items relating to the CULS.

Net asset value per share - debt converted. In accordance with the Company's understanding of the current methodology adopted by the AIC, convertible financial instruments are deemed to be 'in the money' if the cum income net asset value ("NAV") exceeds the conversion price of 1,465.0p per share. In such circumstances a net asset value is produced and disclosed assuming the convertible debt is fully converted. At 31 July 2020 the cum income NAV was 1,106.50p (2019 - 1,300.56p) and thus the CULS were 'not in the money' (2019 - same).

 

17.

Analysis of changes in net debt

At

At

31 July

Currency

Cash

Non-cash

31 July

2019

differences

flows

movements

2020

£'000

£'000

£'000

£'000

£'000

Cash and short term deposits

10,239

(641)

1,321

-

10,919

Debt due within one year

(20,407)

565

8,652

(10)

(11,200)

Debt due after more than one year

(35,499)

-

-

2

(35,497)

(45,667)

(76)

9,973

(8)

(35,778)

At

At

31 July

Currency

Cash

Non-cash

31 July

2018

differences

flows

movements

2019

£'000

£'000

£'000

£'000

£'000

Cash and short term deposits

9,398

(60)

901

-

10,239

Debt due within one year

(7,623)

(1,305)

(1,960)

(9,519)

(20,407)

Debt due after more than one year

(44,715)

-

-

9,216

(35,499)

(42,940)

(1,365)

(1,059)

(303)

(45,667)

A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from the above analysis.

 

18.

Related party transactions and transactions with the Manager. Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report. The balance of fees due to Directors at the year end was £nil (2019 - £nil).

Up until his retirement from the Standard Life Aberdeen plc Group (the "Group") on  30 September 2020 Mr Gilbert was Chairman of Aberdeen Standard Investments.  Mr Young (Alternate Director to Mr Gilbert) is a director of Standard Life Aberdeen subsidiary ASI Asia, which has been delegated, under an agreement with ASFML, to provide management services to the Company, the terms of which are outlined in notes 4 and 5 along with details of transactions during the year and balances outstanding at the year end. Mr Young is not a director of ASFML.

Mr Yea is chairman of Equiniti Group Plc which acts as Registrar and Receiving Agent to the Company. Mr Yea is excluded from participation in all discussions relating to the appointment of Equiniti. Details of the transactions during the year with Equiniti are outlined in note 5. Balances outstanding at the year end amounted to £12,000 (2019 - £5,000).

 

19.

Financial instruments

Risk management. The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments comprise equities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.

The Board has delegated the risk management function to ASFML under the terms of its management agreement with ASFML (further details of which are included under note 4 and in the Directors' Report) however, it remains responsible for the risk and control framework and operation of third parties. The Board regularly reviews and agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the Manager's approach to the management of each type of risk, are summarised below. Such approach has been applied throughout the year and has not changed since the previous accounting period. The numerical disclosures exclude short-term debtors and creditors.

Risk management framework. The directors of ASFML collectively assume responsibility for ASFML's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.

ASFML is a fully integrated member of the Standard Life Aberdeen Group ("the Group"), which provides a variety of services and support to ASFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The AIFM has delegated the day to day administration of the investment policy to Aberdeen Standard Investments (Asia) Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). The AIFM has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.

The Group's Internal Audit Department is independent of the Risk Division and reports directly to the Group CFO and to the Audit Committee of the Group's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Group's control environment.

The Manager conducts its risk oversight function through the operation of the Group's risk management processes and systems which are embedded within the Group's operations. The Group's Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group's Head of Risk, who reports to the CEO of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group's operational risk management system ("SHIELD").

The Group's corporate governance structure is supported by several committees to assist the board of directors, its subsidiaries and the Company to fulfil their roles and responsibilities. The Group's Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described in the committees' terms of reference.

Risk management. The main risks the Company faces from these financial instruments are (i) market risk (comprising interest rate, foreign currency and other price risk), (ii) liquidity risk and (iii) credit risk.

Market risk. The fair value of or future cash flows from a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk and other price risk.

Interest rate risk. Interest rate movements may affect:

- the level of income receivable on cash deposits;

- valuation of debt securities in the portfolio.

Management of the risk. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. When drawn down, interest rates are fixed on borrowings.

Interest rate risk profile. The interest rate risk profile of the Company's financial assets and liabilities, excluding equity holdings which are all non-interest bearing, at the reporting date was as follows:

Weighted average

Weighted

period for which

average

Floating

rate is fixed

interest rate

rate

At 31 July 2020

Years

%

£'000

£'000

Assets

Sterling

-

-

-

10,091

Indian Rupee

-

-

-

394

Pakistan Rupee

-

-

-

14

Thailand Baht

-

-

-

331

Vietnam Dong

-

-

-

7

Malaysian Ringgit

-

-

-

81

New Zealand Dollar

-

-

-

1

-

-

-

10,919

Liabilities

Short-term loan

0.02

1.0

11,200

-

2.25% Convertible Unsecured Loan Stock 2025

4.83

3.1

35,497

-

-

-

46,697

-

Weighted average

Weighted

period for which

average

Fixed

Floating

rate is fixed

interest rate

rate

rate

At 31 July 2019

Years

%

£'000

£'000

Assets

Sterling

-

0.47

-

4,119

Indian Rupee

-

-

-

5,749

Pakistan Rupee

-

-

-

16

Thailand Baht

-

-

-

4

Vietnam Dong

-

-

-

170

Taiwan Dollar

-

-

-

180

New Zealand Dollar

-

-

-

1

-

-

-

10,239

Liabilities

Short-term loan

0.86

2.5

10,198

-

Short-term loan

0.06

3.1

10,209

-

2.25% Convertible Unsecured Loan Stock 2025

5.77

3.1

35,499

-

-

-

55,906

-

The weighted average interest rate is based on the current yield of each asset, weighted by its market value. The weighted average interest rate on bank loans is based on interest payable, weighted by the value of the loan. Details of the Company's loan are shown in note 12 to the financial statements.

The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.

The Company's equity portfolio and short term debtors and creditors (excluding bank loans) have been excluded from the above tables.

Interest rate sensitivity. Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total return.

Foreign currency risk. Most of the Company's investment portfolio is invested in overseas securities and the Statement of Financial Position, therefore, can be significantly affected by movements in foreign exchange rates.

Management of the risk. It is not the Company's policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investment with foreign currency borrowings.

The revenue account is subject to currency fluctuations arising on dividends receivable in foreign currencies and, indirectly, due to the impact of foreign exchange rates upon the profits of investee companies. It is not the Company's policy to hedge this currency risk but the Board keeps under review the currency returns in both capital and income.

 

Foreign currency risk exposure by currency of denomination:

31 July 2020

31 July 2019

Net monetary

Total

Net monetary

Total

Overseas

assets/

currency

Overseas

assets/

currency

investments

(liabilities)

exposure

Investments

(liabilities)

exposure

£'000

£'000

£'000

£'000

£'000

£'000

Australian Dollar

260

-

260

9,938

-

9,938

Danish Krona

8,187

-

8,187

8,083

-

8,083

Hong Kong Dollar

41,200

-

41,200

60,095

-

60,095

Indian Rupee

56,026

394

56,420

69,584

5,749

75,333

Indonesian Rupiah

28,732

-

28,732

37,929

-

37,929

Korean Won

21,482

-

21,482

13,702

-

13,702

Malaysian Ringgit

33,425

81

33,506

52,448

-

52,448

Taiwan Dollar

33,601

-

33,601

19,442

180

19,622

New Zealand Dollar

13,359

1

13,360

17,619

-

17,619

Pakistan Rupee

1,063

14

1,077

980

16

996

Philippine Peso

24,586

-

24,586

28,150

-

28,150

Singapore Dollar

44,480

-

44,480

52,787

-

52,787

Sri Lankan Rupee

13,216

-

13,216

18,360

-

18,360

Thailand Baht

50,902

331

51,233

72,939

4

72,943

United States Dollar

-

-

-

-

(20,407)

(20,407)

Vietnamese Dong

13,939

7

13,946

10,616

170

10,786

384,458

828

385,286

472,672

(14,288)

458,384

Sterling

10,009

(36,606)

(26,597)

12,037

(31,379)

(19,342)

Total

394,467

(35,778)

358,689

484,709

(45,667)

439,042

Foreign currency sensitivity. The Company's foreign currency financial instruments are in the form of equity investments, fixed interest investments, cash and bank loans. The sensitivity of the former has been included within other price risk sensitivity analysis so as to show the overall level of exposure. The sensitivity of the fixed interest investments has been included within interest rate sensitivity above. Based upon exchange rates at the Statement of Financial Position date, a 10% increase in Sterling would result in a decrease in the value of the United States Dollar bank loan of £nil (2019 - £1,515,000) and a 10% decrease in Sterling would result in an increase in the value of the United States Dollar bank loan of £nil (2019 - £1,852,000). Due consideration is paid to foreign currency risk throughout the investment process.

Other price risk. Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.

Investment in Far East equities or those of companies that derive significant revenue or profit from the Far East involves a greater degree of risk than that usually associated with investment in the securities in major securities markets. The securities that the Company owns may be considered speculative because of this higher degree of risk. It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. Both the allocation of assets and the stock selection process, as detailed on page 94 of the published Annual Report and financial statements for the year ended 31 July 2020, act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on various stock exchanges worldwide.

Other price risk sensitivity. If market prices at the reporting date had been 20% (2019 - 20%) higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 July 2020 would have increased/(decreased) by £78,894,000 (2019 - increased/(decreased) by £96,942,000) and equity reserves would have increased/(decreased) by the same amount.

Liquidity risk. This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk. The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Gearing comprises both bank loans and convertible unsecured loan stock. The Board has imposed a maximum gearing level, measured on the most stringent basis of calculation after netting off cash equivalents, of 25%. Details of borrowings at the 31 July 2020 are shown in notes 12 and 13.

Liquidity risk is not considered to be significant as the Company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of a loan facility, details of which can be found in note 12. Under the terms of the loan facility, the Manager provides the lender with loan covenant reports on a monthly basis, to provide the lender with assurance that the terms of the facility are not being breached. The Manager will also review the credit rating of a lender on a regular basis. Details of the Board's policy on gearing are shown in the investment policy section on page 11 of the published Annual Report and financial statements for the year ended 31 July 2020.

Liquidity risk exposure. At 31 July 2020 the Company had borrowings in the form of the £36,694,000 (2019 - £36,945,000) nominal of 2.25% Convertible Unsecured Loan Stock 2025.

At 31 July 2020 the Company's term bank loan was fully repaid (2019 - £10,198,000; repayment date 8 June 2020). The Company's rolling bank loan, amounting to £11,200,000 (2019 - £10,209,000), was due for repayment on 6 August 2020. The maximum exposure during the year was £18,466,000 (2019 - £20,407,000) and the minimum exposure during the year was £11,200,000 (2019 - £17,233,000).

The maturity profile of the Company's existing borrowings is set out below.

Due

Due

between

Expected

within

3 months

Due after

cashflows

3 months

and 1 year

1 year

31 July 2020

£'000

£'000

£'000

£'000

2.25% Convertible Unsecured Loan Stock 2025

40,306

-

826

39,480

Short-term loan

11,200

11,200

-

-

51,506

11,200

826

39,480

Due

Due

between

Expected

within

3 months

Due after

cashflows

3 months

and 1 year

1 year

31 July 2019

£'000

£'000

£'000

2.25% Convertible Unsecured Loan Stock 2025

41,179

-

831

Short-term loan

10,238

10,238

-

Short-term loan

12,759

65

12,694

64,176

10,303

13,525

Credit risk. This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.

Management of the risk. Investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the Investment Manager, and limits are set on the amount that may be due from any one broker. Settlement of investment transactions are also done on a delivery versus payment basis;

- the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a monthly basis. In addition, the third party administrator carries out a stock reconciliation to Custodian records on a monthly basis to ensure discrepancies are picked up on a timely basis. The Manager's compliance department carries out periodic reviews of the Custodian's operations and reports its finding to the Manager's risk management committee. This review will also include checks on the maintenance and security of investments held; and

- cash is held only with reputable banks with high quality external credit ratings.

It is the Manager's policy to trade only with A- and above (Long Term rated) and A-1/P-1 (Short Term rated) counterparties.

None of the Company's financial assets is secured by collateral or other credit enhancements.

Credit risk exposure. In summary, compared to the amounts in the Statement of Financial Position, the maximum exposure to credit risk at 31 July was as follows:

2020

2019

Statement

Statement

of Financial

Maximum

of Financial

Maximum

Position

exposure

Position

exposure

Current assets

£'000

£'000

£'000

£'000

Debtors

1,541

1,541

3,617

3,617

Cash and short term deposits

10,919

10,919

10,239

10,239

12,460

12,460

13,856

13,856

None of the Company's financial assets is past due or impaired.

Fair values of financial assets and financial liabilities. Investments held at fair value through profit or loss are valued at their quoted bid prices which equate to their fair values. The Directors are of the opinion that the other financial assets and liabilities, excluding CULS which are held at amortised cost, are stated at fair value in the Statement of Financial Position and considered that this approximates to the carrying amount.

 

20.

Fair value hierarchy. FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2: inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly.

Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy at 31 July 2020 as follows:

Level 1

Level 2

Level 3

Total

As at 31 July 2020

Note

£'000

£'000

£'000

£'000

Financial assets and liabilities at fair value through profit or loss

Quoted equities

a)

394,467

-

-

394,467

Net fair value

394,467

-

-

394,467

Level 1

Level 2

Level 3

Total

As at 31 July 2019

Note

£'000

£'000

£'000

£'000

Financial assets and liabilities at fair value through profit or loss

Quoted equities

a)

484,709

-

-

484,709

Net fair value

484,709

-

-

484,709

a) Quoted equities. The fair value of the Company's investments in quoted equities has been determined by reference to their quoted bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock exchanges.

 

 

21.

Capital management policies and procedures. The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt (comprising bank borrowings and CULS) and equity balance.

The Company's capital comprises the following:

2020

2019

£'000

£'000

Equity

Equity share capital

10,434

10,430

Reserves

348,522

430,580

Liabilities

Bank loans

11,200

20,407

CULS

35,497

35,499

405,653

496,916

The Board's policy is to utilise gearing when the Manager believes it appropriate to do so, up to a maximum of 25% geared at the time of drawdown. Gearing for this purpose is defined as the excess amount above shareholders' funds of total assets (including net current assets/liabilities) less cash/cash equivalents, expressed as a percentage of the shareholders' funds. If the amount so calculated is negative, this is shown as a 'net cash' position.

2020

2019

£'000

£'000

Investments at fair value through profit or loss

394,467

484,709

Current assets excluding cash and cash equivalents

1,179

1,550

Current liabilities excluding bank loans

(1,274)

(1,649)

394,372

484,610

Net assets

358,956

441,010

Gearing (%)

9.9

9.9

The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. The review includes:

- the planned level of gearing which takes account of the Manager's views on the market;

- the level of equity shares in issue;

- the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.

The Company does not have any externally imposed capital requirements.

 

22.

Subsequent events. On 20 October 2020 the Board announced that it had agreed terms (through the acceptance of a conditional offer that is subject to diligence and agreement of legal documentation) to extend and secure the Company's long-term borrowings through the issuance of a £30 million 15 year Senior Unsecured Loan Note (the "Loan Note") at an annualised interest rate of 3.05%. The Loan Note will be unsecured, unlisted and denominated in sterling. The Loan Note shall rank pari passu with the Company's other unsecured and unsubordinated financial indebtedness. The Company intends to use the proceeds of the Loan Note to repay, and cancel in full, the Company's Loan Facility. The remainder will be available for the Company's Manager to invest on behalf of the Company. Under the terms of the Loan Note up to an additional £35 million will also be available for drawdown by the Company for a five-year period.  The Board's current intention would be to only draw this down to repay any of the Company's existing Convertible Unsecured Loan Stock, either at their redemption in 2025, or before. This will be kept under review. The minimum drawdown would be in tranches of £10 million and the exact terms of such borrowing would be agreed at the time of drawdown. The Company will pay no fees on this facility, other than minimal legal fees.

 

 

ALTERNATIVE PERFORMANCE MEASURES


Alternative Performance Measures ("APMs") are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes FRS 102 and the AIC SORP. The Directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies.  

Total return. NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. NAV total return involves a calculation that invests the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend. Share price total return involves a calculation that invests the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend.

The tables below provide information relating to the NAVs and share prices of the Company on the dividend reinvestment dates during the years ended 31 July 2020 and 31 July 2019 and total return for the year.

Dividend

Share

2020

rate

NAV

price

31 July 2019

N/A

1,300.56p

1,150.00p

14 November 2019

19.00p

1,206.37p

1,050.00p

31 July 2020

N/A

1,106.45p

980.00p

Total return

-13.6%

-13.2%

Dividend

Share

2019

rate

NAV

price

31 July 2018

N/A

1,231.90p

1,050.00p

20 December 2018

17.00p

1,159.30p

1,000.00p

31 July 2019

N/A

1,300.56p

1,150.00p

Total return

+7.1%

+11.4%

Discount to net asset value per Ordinary share. The difference between the share price of 980.00p (31 July 2019 - 1,150.00p) and the net asset value per Ordinary share of 1,106.45p (31 July 2019 - 1,300.56p) expressed as a percentage of the net asset value per Ordinary share.

Dividend cover. Revenue return per share of 21.45p (2019 - 21.64p) divided by dividends declared for the year per share of 19.00p (2019 - 19.00p) expressed as a ratio.

Net gearing. Net gearing measures the total borrowings of £46,697,000 (31 July 2019 - £55,906,000) less cash and cash equivalents of £11,281,000 (31 July 2019 - £12,306,000) divided by shareholders' funds of £358,956,000 (31 July 2019 - £441,010,000), expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes net amounts due to brokers at the year end of £362,000 (31 July 2019 - £2,067,000) as well as cash and short term deposits of £10,919,000 (31 July 2019 - £10,239,000).

Ongoing charges. The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment management fees and administrative expenses and expressed as a percentage of the average net asset values with debt at fair value throughout the year.

2020

2019

Investment management fees (£'000)

3,121

3,711

Administrative expenses (£'000)

1,040

1,091

Less: non-recurring charges (£'000)

(1)

(3)

Ongoing charges (£'000)

4,160

4,799

Average net assets (£'000)

380,361

412,437

Ongoing charges ratio

1.09%

1.16%

The ongoing charges ratio provided in the Company's Key Information Document is calculated in line with the PRIIPs regulations, which includes finance costs and transaction charges.

 

The Annual General Meeting will be held at 9:00 a.m. on 1 December 2020 at Bow Bells House, 1 Bread Street, London EC4M 9HH.

 

Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.

 

The Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 31 July 2020 are an abridged version of the Company's full financial statements, which have been approved and audited with an unqualified report. The 2019 and 2020 statutory accounts received unqualified reports from the Company's auditors and did not include any reference to matters to which the auditors drew attention by way of emphasis without qualifying the reports, and did not contain a statement under s.498(2) or 498(3) of the Companies Act 2006.  The financial information for 2019 is derived from the statutory accounts for 2019 which have been delivered to the Registrar of Companies. The 2020 financial statements will be filed with the Registrar of Companies in due course.

 

The audited Annual Report and financial statements will be posted to shareholders in November. Copies may be obtained during normal business hours from the Company's Registered Office, Bow Bells House, 1 Bread Street, London EC4M 9HH or from the Company's website, asia-focus.co.uk*

 

* Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

 

By Order of the Board

Aberdeen Asset Management PLC

Secretary

28 October 2020

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