Annual Financial Report

RNS Number : 8013V
Baillie Gifford Shin Nippon PLC
10 April 2019
 

Baillie Gifford Shin Nippon PLC

 

Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83

Regulated Information Classification: Annual Financial and Audit Reports

 

 

Annual Financial Report

 

This is the Annual Financial Report of Baillie Gifford Shin Nippon PLC as required to be published under DTR 4 of the UKLA Listing Rules.

The financial information set out in this Annual Financial Report does not constitute the Company's statutory accounts for the years ended 31 January 2018 or 31 January 2019 but is derived from those accounts. The Company's Auditors have reported on the Annual Report and Financial Statements for 2018 and 2019; their reports were unqualified, did not draw attention to any matters by way of emphasis, and did not contain statements under 498(2) or 498(3) of the Companies Act 2006. Statutory accounts for the year ended 31 January 2018 have been filed with the Registrar of Companies and the statutory accounts for the year ended 31 January 2019 will be delivered to the Registrar in due course.

The Annual Report and Financial Statements for the year ended 31 January 2019, including the Notice of Annual General Meeting, has been submitted electronically to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM and is also available on the Shin Nippon page of the Baillie Gifford website at:  

Neither the contents of the Managers' website nor the contents of any website accessible from hyperlinks on the Managers' website (or any other website) is incorporated into, or forms part of, this announcement.

 

Baillie Gifford & Co Limited

Managers and Secretaries

10 April 2019

 

Chairman's Statement

 

The year to 31 January 2019 was challenging for investors and the Company's net asset value per share* (NAV) and share price fell by 6.0% and 7.2% respectively, slightly ahead of the return of the comparative index (MSCI Japan Small Cap Index, total return in sterling terms), which fell by 7.8%.

Your Board continues to review performance over a rolling three-year period. Over this period, the Company's NAV rose by 83.8% and its share price by 91.0% versus the comparative index return of 45.4%.

At 31 January 2019 the premium of the share price over the net asset value was 8.0%, slightly lower than the 9.3% of the previous year. The Board continues to monitor this premium carefully and will continue to manage this imbalance between buyers and sellers by issuing shares appropriately as noted below.

 

Share Split and Share Issuance

 

The Interim Management Report in July acknowledged the subdivision of the ordinary shares of the Company. This five for one split of five new ordinary shares of 2 pence replacing each ordinary share of 10 pence was approved at last year's AGM.

Also, during the year, the Company issued 36,025,000 shares (15.2% of share capital at 31 January 2018) at a premium to NAV raising net proceeds of £68.7m. The Board believes that both the share split and the continuing issuance of new shares will improve the liquidity of the stock and its appeal to a wider range of shareholders.

 

 

Borrowings

The Board continues to support the strategy of using gearing to enhance portfolio performance. Gearing at both the start and end of the year remained fairly constant at 10.5% and 10.6% respectively. Total borrowings throughout the year remained unchanged at ¥7.45bn. During the year the yen strengthened against sterling by 8.4%. Last year it weakened by almost the same amount. The Company continues with its policy of not engaging in currency hedging.

 

Revenue

During the year the Board announced a reduction in the annual management fee payable to Baillie Gifford & Co Limited, the Company's Managers and Secretaries. With effect from 1 January 2019 the Company's annual management fee will be calculated at 0.75% on the first £50m of net assets, 0.65% on the next £200m of net assets and 0.55% on the remainder (previously the first £50m tier was calculated at 0.95%).

The revenue return per share increased from a deficit of 0.11p to a surplus of 0.04p. Gross portfolio income rose by 45.7% but the management fee rose 34.7% due to the increase in average NAV over the year. Certain other expenses increased by 17.8%. That said, I am delighted that our ongoing charges fell from 0.89% to 0.77%.

 

AGM

At this year's AGM we are again seeking authority to issue new shares on a non pre-emptive basis of up to 10% on the issued share capital of the Company. Any shares issued would be for cash and only at a premium to net asset value thus enhancing the net asset value to the existing shareholders.

As with issuing shares at a premium, the Board will again be seeking your approval to buy back shares should they start trading at a substantial discount either in absolute terms or in relation to its peers. Similarly, if required this activity would enhance the net asset value attributable to existing shareholders.

This year, your Board proposes an additional resolution to amend the investment policy to permit investment in unlisted companies at a level of up to 10% of the portfolio (at the time of purchase) and to increase the maximum number of holdings from 75 to 80. Although we currently have made only one investment in an unlisted company, the Managers are seeing more unlisted opportunities and the Board is of the view that this is an appropriate moment to provide clarity for shareholders on the maximum level such investments might reach.

 

Governance

Francis Charig and Iain McLaren both retire from the Board at May's AGM. Both have served the Company with great distinction and have seen the Company grow hugely to its present level. Francis brought great knowledge and wisdom from his experience and Japanese contacts and Iain's control of Audit Committee matters has been exemplary. Both individuals will be sadly missed.

I am delighted to report that Professor Sethu Vijayakumar and Jamie Skinner CA have been appointed to the Board. Sethu is Professor of Robotics at Edinburgh University as well as a visiting professor at both Kyoto and Tokyo Universities. Sethu not only speaks Japanese but also writes it!

Jamie will assume the role of Audit Committee Chairman. Jamie spent most of his recent working career with Martin Currie in Edinburgh and I regard him as an investment trust professional.

I welcome both Sethu and Jamie to the Board and look forward to working with them in the years ahead.

 

Outlook

As a UK listed company, the Board and Managers have considered the implications of Brexit. Around half of the Company's investments are domestically focussed within Japan and the remaining holdings have minimal exposure to the UK. The Board is therefore not concerned about the impact of Brexit on the portfolio. Although the ¥/£ exchange rate may react according to the market's view on the Brexit outcome reached, which would affect the value of the Company's shares, its borrowings are denominated in yen so any exchange movements impacting the loans would be more than offset by opposite exchange movements affecting the portfolio. Additionally, there is the possibility of turbulence on the London Stock Exchange. Spikes in supply or demand for the Company's shares can however, be managed by share issuance or buy-backs as appropriate.

More broadly, there seems to be greater uncertainty in the world regarding global growth than at any time over the last 10 years. However, the Company's strategy of seeking to identify smaller Japanese companies with strong growth potential means that the performance is more dependent on the ability of those companies to take advantage of their opportunities than on the global economy.

Similar themes to last year are still prevalent. There is still an ongoing labour shortage and access to experienced labour is arguably one of the biggest issues for companies in Japan. Retaining staff and introducing mechanisms and technologies to assess employee satisfaction and reward performance are massive challenges.

There is some cyclical slowdown in certain sectors but corporate Japan's mood is generally positive but cautious. Inbound tourism remains strong and there is strong growth in infrastructure projects supporting the Rugby World Cup in 2019 and the Olympic and Paralympic Games in 2020. Companies are also gradually seeing the need to invest capital expenditure for the future and are taking a less short-term view.

We remain positive. The start up environment for companies on our radar is changing. Government policies are more supportive. There is generally better access to capital and more importantly there is a new attitude to creating wealth and starting exciting, disruptive technology businesses. The Board and the Managers remain encouraged by the outlook.

More detailed information about the Company's portfolio is contained within the Managers' Report below.

 

M Neil Donaldson

26 March 2019

 

* After deducting borrowings at fair value. For a definition of terms see Glossary of Terms and Alternative Performance Measures at the end of this announcement.

Past performance is not a guide to future performance.

See disclaimer at the end of this announcement.

 

Managers' Report

 

In last year's half yearly update, we highlighted concerns related to trade protectionism and a cyclical slowdown in key global sectors. Both these headwinds gathered steam through the year and dampened investor sentiment, resulting in a weak stock market. High growth small cap stocks in Japan fell sharply as investors regarded them as being particularly vulnerable to external shocks.

Weak Chinese demand over the past year had a negative impact on some Japanese small caps. In 2017, Japanese suppliers of factory automation equipment saw strong orders from Chinese customers. However, demand weakness last year led to fewer orders being placed as inventory levels rose. Harmonic Drive, a leading global manufacturer of speed reduction gears used in smaller robots, saw a near 50% decline in orders. Although it remains a strong global player with high market shares and best-in-class products, the severe fall in orders led to significant share price weakness. Conditions in the important Chinese and US automobile sectors also remained tough. After nearly three decades of growth, car sales in China fell last year. In the US, sales declined for most major Japanese car companies. As a result, smaller auto parts suppliers like Nippon Ceramic, a leading global manufacturer of ultrasonic sensors for cars, and IRISO Electronics, a manufacturer of connectors for car electronics, suffered operationally. Despite challenging conditions, both companies remain resilient. They have strong balance sheets and are investing in new product development to secure future growth.

In comparison, the domestic environment for small caps remained favourable. Labour shortage, a recurring theme in recent Managers' Reports, is becoming extreme. The jobs-to-applicants ratio remains at an all-time high and the economy now has near full employment. The employment rate of women aged 15 to 64 in Japan is now higher than in the US. Despite the government's attempts at bringing in overseas workers, the labour market remains incredibly tight. Industries such as IT are seeing very high levels of demand for experienced engineers. This is proving to be a boon for TechnoPro, one of Japan's largest IT staffing specialists. Inbound tourism remained strong and Japan welcomed just over 30 million visitors last year. The government has set an official goal to attract 40 million inbound visitors by 2020 and 60 million by 2030. Companies such as infrastructure repair and maintenance specialist Sho-Bond are seeing strong orders from both private and public-sector clients as Japan prepares to host international events like the Rugby World Cup and the Summer Olympic and Paralympic Games.

Many of our rapid growth, online businesses performed well last year. GMO Payment Gateway, a leading online payments provider, continues to generate strong growth as it expands into new areas within financial services. Labour market tightness is resulting in increased job mobility as more people embrace flexible working. Crowdworks, a leading online platform for crowdsourced services, is seeing fast growth both in user numbers and the amount of work being delivered through its platform. Orders at Japan's largest online food delivery company, Yume No Machi, accelerated sharply last year. This nascent industry is growing quickly as Japanese consumers become more comfortable with the concept of ordering food online using smartphone apps. Management are making heavy investments to build scale at the cost of short-term profits.

 

Performance

For the year ending 31 January 2019, the MSCI Japan Small Cap index (total return in sterling terms) fell by 7.8% while Shin Nippon's net asset value per share (after deducting borrowings at fair value) fell by 6.0%. Given our long-term investment horizon, a fairer way of looking at performance is to focus on the long-term. Over three and five years, the comparative index is up by 45.4% and 82.7% while the Company's net asset value per share is up by 83.8% and 157.4% respectively.

Many of our favourite online disruptors were among the top performers over the past year. Bengo4.com was the largest positive contributor to performance. It operates a website that connects lawyers with individuals and businesses seeking legal advice. Lawyers register as members and pay Bengo4.com a fee to market themselves on its website. This service has grown quite popular and approximately a third of Japan's lawyers are now registered members. Bengo4.com also has a rapidly growing business providing online, cloud-based contracts that can be securely signed. This alternative to traditional paper-based contracts is seeing rapid adoption by companies of all sizes and has become a major growth driver for the company. Longstanding holding MonotaRO maintained its incredible record of delivering very high growth rates over the years despite numerous challenges. It recently started operations at a new, automated warehouse that nearly doubles its sales capacity, thereby giving it significant room for future growth.

Software company Brainpad has developed an artificial intelligence-based software product that helps companies design targeted marketing campaigns by predicting changes in consumer behaviour with a high level of accuracy. Brainpad is seeing rapid adoption of its software by both large and medium sized companies, resulting in rapid sales and profit growth. Specialist medical device manufacturer Asahi Intecc is expanding beyond its traditional cardiovascular related areas, thereby increasing its addressable market. Following the end of a joint venture with its US partner Abbott Labs, Asahi Intecc has now taken full control of marketing and distribution in the US and is already seeing its market share rise.

Among the poorer performers were companies suffering from a slowdown in cyclical sectors. Both Optex, a manufacturer of industrial security and fault detection systems, and Nabtesco, a motion control technologies specialist, saw a significant fall in orders. While both companies remain globally competitive in their respective areas, this short-term weakness was taken negatively by the market. Outsourcing was another weak performer as the market took a dim view of management's decision to issue new shares to strengthen the balance sheet after a series of debt funded acquisitions. Sales at Seria, one of Japan's leading ¥100 store operators, suffered as the company struggled with upgrading its inventory management system. The shares were sold off aggressively as investors questioned management's capability in getting the company back to growing fast again.

 

Portfolio

 

We focus on a company's individual attractions and pay little attention to the benchmark. Consequently, Shin Nippon's active share continues to be high at 94%, implying just a 6% overlap with the comparative index. Annualised turnover within the portfolio was 18.7%. We identified many attractive high growth ideas and sold some existing holdings where we no longer had conviction. We participated in the IPO of Raksul, a fast-growing business run by its young and entrepreneurial founder. It has developed an online, cloud-based system that connects service providers with clients in real-time. It is currently focussing on disrupting the domestic printing and logistics sectors, both of which are very inefficient, traditional and quite large.

We took a holding in Akatsuki, a mobile gaming company that is developing a potentially exciting new business in E-sports, an industry that is seeing explosive growth globally. KH Neochem is a specialist chemicals manufacturer that enjoys an oligopoly in its key products. It makes environmentally friendly chemicals used in cosmetics, refrigerants for air conditioners and building materials. Uzabase is a young, financial software company that is trying to disrupt a market dominated by Bloomberg and Thomson Reuters through its own low-cost offering. It has one of the largest databases of private companies in Asia and has already gained meaningful market share in Japan. It also has a fast-growing business in the US where it provides a subscription based financial news service. It is differentiating itself by offering a large selection of original content prepared by a panel of well-known industry experts.

We sold our holding in high-end rice cooker manufacturer Zojirushi as it is failing to cope with intensifying competition and pricing pressure. Shares in condominium builder Takara Leben were also sold as sales and profits continue to shrink due to weak demand and rising land and labour costs. It also has a weak balance sheet that leaves the company with little room for error. We have been disappointed by management's capital allocation at online recipe website Cookpad and web-based rental property aggregator Lifull. Both companies are expanding overseas despite significant growth opportunities in Japan and we have therefore sold our holdings in both companies. Auto parts maker Unipres is struggling to grow its business, mirroring the fortunes of its main customer Honda. Management's efforts at diversifying their client base have yielded very little and we struggled to retain any enthusiasm for owning the shares.

 

Outlook

Ongoing reforms in Japan are resulting in new business opportunities for smaller companies. Despite the current slowdown, we believe major global trends like automation and electrification of cars remain intact. There is ample scope for growth in these areas for Japanese small caps. Shin Nippon continues to focus on investing in dynamic and innovative smaller businesses and we are encouraged by the numerous investment opportunities emerging in various sectors.

 

 

Baillie Gifford & Co

26 March 2019

 

Past performance is not a guide to future performance. See disclaimer at the end of this announcement.

For a definition of terms see Glossary of Terms and Alternative Performance Measures at the end of this announcement.

 

 



Investment Changes (£'000)


Valuation

 at

31.01.18

£'000

Net acquisitions/

(disposals)

£'000

 

Appreciation/

(depreciation)

£'000

Valuation

at

31.01.19

£'000

Equities:





Consumer Discretionary

101,221 

2,601 

(15,833)

87,989 

Communication Services

22,293 

(2,240)

5,864 

25,917 

Consumer Staples

19,474 

5,791 

(892)

24,373 

Financials

5,683 

3,471 

(220)

8,934 

Healthcare

69,095 

(1,438)

456 

68,113 

Industrials

103,639 

45,577 

(10,786)

138,430 

Information Technology

106,925 

9,639 

(7,301)

109,263 

Materials

8,317 

(1,752)

6,565 

Real Estate

15,587 

(3,536)

(1,761)

10,290 

Total investments

443,917 

68,182 

(32,225)

479,874 

Net liquid assets*

5,372 

778 

77 

6,227 

Total assets

449,289 

68,960 

(32,148)

486,101 

Bank loans

(47,877)

(32)

(4,037)

(51,946)

Shareholders' funds

401,412 

68,928 

(36,185)

434,155 

* See Glossary of Terms and Alternative Performance Measures at the end of this announcement.

 

Key Performance Indicators

 

The key performance indicators (KPIs) used to measure the progress and performance of the Company over time are established industry measures and are as follows:

-        the movement in net asset value per share compared to the comparative index;

-        the movement in the share price;

-        the discount/premium of the share price to the net asset value per share; and

-        the ongoing charges.

An explanation of these measures can be found in the Glossary of Terms and Alternative Performance Measures at the end of this announcement.

These are also compared against the Company's peers. Performance is assessed over periods of one, three and five years, although the Board reviews performance principally over rolling three year periods.

A historical record of the KPIs is shown above and on page 21 of the Annual Report and Financial Statements.

 

Future Developments of the Company

The outlook for the Company for the next year is set out in the Chairman's Statement and the Managers' Report above.

Related Party Transactions

The Directors' fees for the year are detailed in the Directors' Remuneration Report on page 32 of the Annual Report and Financial Statements. No Director has a contract of service with the Company. During the years reported no Director was interested in any contract or other matter requiring disclosure under section 412 of the Companies Act 2006. Details of Directors' holdings at 31 January 2019 are detailed in the Directors' Remuneration Report on pages 32 and 33 of the Annual Report and Financial Statements.

The management fee due to Baillie Gifford and Co Limited is set out in note 3 on page 45 of the Annual Report and Financial Statements and the amount accrued at 31 January 2019 is set out in note 10 on page 48 of the Annual Report and Financial Statements. Details of the Investment Management Agreement are set out below.

Management fee arrangements

The Board as a whole fulfils the function of the Management Engagement Committee.

The Investment Management Agreement sets out the matters over which the Managers have authority in accordance with the policies and directions of, and subject to restrictions imposed by, the Board. The Management Agreement is terminable on not less than six months' notice. Compensation fees would only be payable in respect of the notice period if termination were to occur sooner. On 1 January 2019 the annual management fee was reduced to 0.75% on the first £50m of net assets, 0.65% on the next £200m, of net assets and 0.55% on the remainder. Prior to 1 January 2019 the annual management fee was 0.95% on the first £50m of net assets, 0.65% on the next £200m of net assets and 0.55% on the remainder. The fees are calculated and paid on a quarterly basis.

 

The details of the management fees are as follows:

 


2019

£'000


2018

£'000





Investment management fee

2,871


2,131

 

Principal Risks

As explained on pages 28 and 29 of the Annual Report and Financial Statements there is a process for identifying, evaluating and managing the risks faced by the Company on a regular basis. The Directors have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. A description of these risks and how they are being managed or mitigated is set out below:

 

Financial Risk - The Company's assets consist mainly of listed securities and its principal risks are therefore market related and include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. An explanation of those risks and how they are managed is contained in the Financial Instruments and Risk Management note below. To mitigate this risk the Board considers at each meeting various portfolio metrics including individual stock performance and weightings, the top and bottom contributors to performance and relative sector weightings against the comparative index. The Manager provides rationale for stock selection decisions. A comprehensive strategy meeting is held annually to facilitate challenge of the Company's strategy.

 

Investment Strategy Risk - pursuing an investment strategy to fulfil the Company's objective which the market perceives to be unattractive or inappropriate, or an ineffective implementation of an attractive or appropriate strategy, may lead to reduced returns for           shareholders and, as a result, a decreased demand for the Company's shares. This may lead to the Company's shares trading at a widening discount to their Net Asset Value. To mitigate this risk,            the Board regularly reviews and monitors the Company's objective and investment policy and strategy; the investment portfolio and its performance; the level of discount/premium to Net Asset Value at which the shares trade; and movements in the share register.

 

Discount Risk - the discount/premium at which the Company's shares trade relative to its Net Asset Value can change. The risk of a widening discount is that it may undermine investor confidence in the Company. To manage this risk, the Board monitors the level of discount/premium at which the shares trade and the Company has authority to buy back its existing shares when deemed by the Board to be in the best interests of the Company and its shareholders.

 

Regulatory Risk - failure to comply with applicable legal and regulatory requirements such as the tax rules for investment trust companies, the UKLA Listing Rules and the Companies Act could lead to suspension of the Company's Stock Exchange listing, financial penalties, a qualified audit report or the Company being subject to tax on capital gains. To mitigate this risk, Baillie Gifford's Business Risk, Internal Audit and Compliance Departments provide regular reports to the Audit Committee on Baillie Gifford's monitoring programmes. Major regulatory change could impose disproportionate compliance burdens on the Company. In such circumstances representation is made to ensure that the special circumstances of investment trusts are recognised. Shareholder documents and announcements, including the Company's published Interim and Annual Report and Financial Statements, are subject to stringent review processes, and procedures are in place to ensure adherence to the Transparency Directive and the Market Abuse Directive with reference to inside information.

 

Custody and Depositary Risk - safe custody of the Company's assets may be compromised through control failures by the Depositary, including breaches of cyber security. To mitigate this risk, the Board receives six monthly reports from the Depositary confirming safe custody of the Company's assets held by the Custodian. Cash and portfolio holdings are independently reconciled to the Custodian's records by the Managers. The Custodian's audited internal controls reports are reviewed by Baillie Gifford's Internal Audit Department and a summary of the key points is reported to the Audit Committee and any concerns investigated. In addition, the existence of assets is subject to annual external audit.

 

Small Company Risk - the Company has investments in smaller companies which are generally considered higher risk as changes in their share prices may be greater and the shares may be harder to sell. Smaller companies may do less well in periods of unfavourable economic conditions. To mitigate this risk, the Board reviews the investment portfolio at each meeting and discusses the investment case and portfolio weightings with the Managers. A spread of risk is achieved by holding a minimum of 40 stocks and the relative industry weightings against the comparative index are considered at each Board meeting.

 

Operational Risk - failure of Baillie Gifford's systems or those of other third party service providers could lead to an inability to provide accurate reporting and monitoring or a misappropriation of assets. To mitigate this risk, Baillie Gifford has a comprehensive business continuity plan which facilitates continued operation of the business in the event of a service disruption or major disaster. The Board reviews Baillie Gifford's Report on Internal Controls and the reports by other key third party providers are reviewed by Baillie Gifford on behalf of the Board.

 

Leverage Risk - the Company may borrow money for investment purposes (sometimes known as 'gearing' or 'leverage'). If the investments fall in value, any borrowings will magnify the extent of this loss. If borrowing facilities are not renewed, the Company may have to sell investments to repay borrowings. To mitigate this risk, all borrowings require the prior approval of the Board and leverage levels are discussed by the Board and Managers at every meeting. Covenant levels are monitored regularly. The majority of the Company's investments are in listed securities that are readily realisable. Further information on leverage can be found on page 60 of the Annual Report and Financial Statements and in the Glossary of Terms and Alternative Performance Measures at the end of this announcement.

 

Political Risk - political developments are closely monitored and considered by the Board. The Board continues to monitor developments as they occur regarding the Government's intention that the UK should leave the European Union and to assess the potential consequences for the Company's future activities. Whilst there remains considerable uncertainty the Board believes that the Company's portfolio of Japanese equities positions the Company to be suitably insulated from Brexit related risks.

 

Viability Statement

In accordance with provision C2.2 of the UK Corporate Governance Code the Directors have assessed the prospects of the Company over a period of five years. The Directors continue to believe this period to be appropriate as it reflects the Company's longer term investment strategy and to be a period during which, in the absence of any adverse change to the regulatory environment and to the tax treatment afforded to UK investment trusts, they do not expect there to be any significant change to the current principal risks facing the Company nor to the effectiveness of the controls employed to mitigate those risks. Furthermore, the Directors do not reasonably envisage any change in strategy or any events which would prevent the Company from operating over a period of five years.

In considering the viability of the Company, the Directors have conducted a robust assessment of each of the principal risks and uncertainties detailed above and in particular the impact of market risk where a significant fall in Japanese small equities markets would adversely impact the value of the investment portfolio. The Directors have also considered the Company's leverage and liquidity in the context of the fixed term secured bank loans which are due to expire in 2020 and 2024. Although the Company's revenue account is expected to remain in deficit, its investments are primarily listed equities which are readily realisable and so capable of being sold to provide funding if required. Specific leverage and liquidity stress testing was conducted during the year and no matters of concern were noted. In addition, all of the key operations required by the Company are outsourced to third party service providers and it is reasonably considered that alternative providers could be engaged at relatively short notice.

The Board has considered the uncertainities regarding the UK's continuing negotiations to leave the EU and does not consider that any outcome would affect the going concern status or viability of the Company.

Based on the Company's processes for monitoring revenue projections, share price discount/premium, the Managers' compliance with the investment objective, asset allocation, the portfolio risk profile, leverage, counterparty exposure, liquidity risk and financial controls, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.

 

Going Concern

 

In accordance with the Financial Reporting Council's guidance on going concern and liquidity risk, the Directors have undertaken a rigorous review of the Company's ability to continue as a going concern.

The Company's principal risks are market related and include market risk, liquidity risk and credit risk. An explanation of these risks and how they are managed is contained below. The Company's assets, which are primarily investments in quoted securities which are readily realisable, exceed its liabilities significantly. All borrowings require the prior approval of the Board. Gearing levels and compliance with loan covenants are reviewed by the Board on a regular basis.

Accordingly, the Financial Statements have been prepared on the going concern basis as it is the Directors' opinion, having assessed the principal risks and other matters set out in the Viability Statement above, that the Company will continue in operational existence for a period of at least twelve months from the date of approval of these Financial Statements.

 

Financial Instruments and Risk Management

 

As an Investment Trust, the Company invests in small Japanese company securities and makes other investments so as to achieve its investment objective of long term capital growth. The Company borrows money when the Board and Managers have sufficient conviction that the assets funded by borrowed monies will generate a return in excess of the cost of borrowing. In pursuing its investment objective, the Company is exposed to various types of risk that are associated with the financial instruments and markets in which it invests and could result in a reduction in the Company's net assets.

These risks are categorised as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Board monitors closely the Company's exposures to these risks but does so in order to reduce the likelihood of a permanent loss of capital rather than to minimise the short term volatility.

The Company may enter into derivative transactions as explained in the Objective and Policy on page 7 of the Annual Report and Financial Statements. No such transactions were undertaken in the year under review.

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

 

Market Risk

The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks and the Company's Investment Managers both assess the exposure to market risk when making individual investment decisions and monitor the overall level of market risk across the investment portfolio on an ongoing basis. Details of the Company's investment portfolio are shown below.

 

 

(i) Currency Risk

 

The Company's assets, liabilities and income are principally denominated in yen. The Company's functional currency and that in which it reports its results is sterling. Consequently, movements in the yen/sterling exchange rate will affect the sterling value of those items.

The Investment Managers monitor the Company's yen exposure (and any other overseas currency exposure) and report to the Board on a regular basis. The Investment Managers assess the risk to the Company of the overseas currency exposure by considering the effect on the Company's net asset value and income of a movement in the rates of exchange to which the Company's assets, liabilities, income and expenses are exposed. However, the country in which a company is listed is not necessarily where it earns its profits. The movement in exchange rates on overseas earnings may have a more significant impact upon a company's valuation than a simple translation of the currency in which the company is quoted.

Yen borrowings are used periodically to limit the Company's exposure to anticipated future changes in the yen/sterling exchange rate which might otherwise adversely affect the value of the portfolio of investments. The Company may also use forward currency contracts, although none have been used in the current or prior year.

Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted, is shown below.

 

 

 

At 31 January 2019

 

 

Investments

£'000


 

Cash and deposits

£'000


 

Bank

loans

£'000


Other debtors and creditors

£'000


 

Net

exposure

£'000

Yen

479,874


5,102


(51,946)



434,164 

Total exposure to currency risk

479,874

 

5,102


(51,946)


1,134 


434,164 

Sterling

-


648



(657)


(9)


479,874


5,750


(51,946)


477 


434,155 

 

 

 

At 31 January 2018

 

 

Investments

£'000


 

Cash and deposits

£'000


 

Bank

loans

£'000


Other debtors and creditors

£'000


 

Net

exposure

£'000

Yen

443,917


4,200


(47,877)


(1,461)


398,779

Total exposure to currency

  risk

443,917


4,200


(47,877)


(1,461)


398,779

Sterling

-


1,468



1,165 


2,633


443,917


5,668


(47,877)


(296)


401,412

 

Currency Risk Sensitivity

At 31 January 2019, if sterling had strengthened by 10% against the yen, with all other variables held constant, total net assets and net return on ordinary activities after taxation would have decreased by £43,416,000 (2018 - £39,878,000). A 10% weakening of sterling against the yen, with all other variables held constant, would have had a similar but opposite effect on the Financial Statement amounts.

 

(ii)   Interest Rate Risk

Interest rate movements may affect directly the level of income receivable on cash deposits. They may also impact upon the market value of the Company's investments as the effect of interest rate movements upon the earnings of a company may have a significant impact upon the valuation of that company's equity.

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 decisions and when entering borrowing agreements.

The Board reviews on a regular basis the amount of investments in cash and the income receivable on cash deposits.

The Company finances part of its activities through borrowings at approved levels. The amount of such borrowings and the approved levels are monitored and reviewed regularly by the Board.

The interest rate risk profile of the Company's financial assets and liabilities at 31 January 2019 is shown below. There was no significant change to the interest rate risk profile during the year.

 

Financial Assets

 


 

2019

Fair value

£'000

2019

Weighted average interest

rate


 

 

2018

Fair value

£'000

2018

Weighted average interest

rate

Cash:






Yen

5,102

Nil


4,200

Nil

Sterling

648

0.02%


1,468

0.02%


5,750



5,668


 

The cash deposits generally comprise overnight call or short term money market deposits and earn interest at floating rates based on prevailing bank base rates.

 

Financial Liabilities

The interest rate risk profile of the Company's financial liabilities at 31 January was:

 


2019

2018


 

Book value

£'000

Weighted average interest rate

Weighted average period until maturity

 

Book value

£'000

Weighted average interest rate

Weighted average period until maturity

Bank Loans:







Yen denominated - fixed rate

51,946

1.8%

36 months

47,877

1.8%

48 months

 

An interest rate risk sensitivity analysis has not been performed as the Company does not hold bonds and has borrowed funds at a fixed rate of interest.

 

(iii) Other Price Risk

Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company's net assets. The Company's exposure to changes in market prices relates to the fixed asset investments as disclosed in note 8 of the Annual Report and Financial Statements.

The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Investment Managers. The Board meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company's objectives and investment policies. The portfolio does not seek to reproduce the index, investments are selected based upon the merit of individual companies and therefore performance may well diverge from the comparative index.

 

Other Price Risk Sensitivity

A full list of the Company's investments is shown below. In addition, various analyses of the portfolio by industrial sector, exchange listing, holding period and investment theme are shown on pages 17 and 20 of the Annual Report and Financial Statements.

109.8% of the Company's net assets are invested in Japanese quoted equities (2018 - 110.2%). A 10% increase in quoted equity valuations at 31 January 2019 would have increased total net assets and net return on ordinary activities after taxation by £47,662,000 (2018 - £44,253,000). A decrease of 10% would have had an equal but opposite effect. This analysis does not include the effect on the management fee of changes in quoted equity valuations.

 

Liquidity Risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not significant in normal market conditions as the majority of the Company's assets are in investments that are readily realisable.

The Company's investment portfolio is in Japanese small-cap equities which are typically less liquid than larger capitalisation stocks. The Managers monitor the liquidity of the portfolio on an ongoing basis and relevant guidelines are in place.

The Board provides guidance to the Investment Managers as to the maximum exposure to any one holding (see Objective and Policy on page 7 of the Annual Report and Financial Statements).

 

The maturity profile of the Company's financial liabilities at 31 January was:

 


2019

£'000

2018

£'000

In less than one year:

-      accumulated interest

In more than one year, but not more than five years:

-      repayment of loan

-      accumulated interest

 

962

 

37,371

1,593

 

887

 

34,466

2,125

In more than five years:

-      repayment of loan

-       accumulated interest

 

14,669

222

 

13,529

437


54,817

51,444

 

The Company has the power to take out borrowings, which gives it access to additional funding when required.

 

Credit Risk

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

 

- The Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate segregates the assets of the Company. For the period to 3 April 2018 the Depositary delegated the custody function to The Bank of New York Mellon SA/NV and, following an internal reorganisation, the custody function was performed by The Bank of New York Mellon (International) Limited. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held by the custodian to be delayed. The Investment Managers monitor the Company's risk by reviewing the custodian's internal control reports and reporting their findings to the Board;

- Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Investment Managers. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed;

- The creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements, wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject to rigorous assessment by the Investment Managers; and

- At 31 January 2019 and 2018, all cash deposits were held with the custodian bank. The credit risk of the custodian is reviewed as detailed above. Cash may also be held at banks that are regularly reviewed by the Managers. If the credit rating of a bank where a cash deposit was held fell significantly, the Managers would endeavour to move the cash to an institution with a superior credit rating.

 

 

Credit Risk Exposure

The maximum exposure to credit risk at 31 January was:


2019

£'000

2018

£'000

Cash and deposits

5,750

5,668

Debtors

2,622

2,810


8,372

8,478

 

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

 

Fair value of financial assets and financial liabilities

The Company's investments are stated at fair value and the Directors are of the opinion that the reported values of the Company's other financial assets and liabilities approximate to fair value with the exception of the long term borrowings which are stated at amortised cost. The fair value of the loans is shown below.




2019


2018



Book Value

£'000

Par

Value

£'000

Fair*

Value

£'000

Book

Value

£'000

Par

Value

£'000

Fair*

Value

£'000

Fixed rate yen bank loans


51,946

52,040

52,810

47,877

47,995

48,646

 

*The fair value of each bank loan is calculated by reference to a Japanese government bond of comparable yield and maturity.

 

Capital Management

The capital of the Company is its share capital and reserves as set out in note 13 of the Annual Report and Financial Statements together with its borrowings (see note 11 of the Annual Report and Financial Statements). The Company's investment objective and policy is set out on page 7 of the Annual Report and Financial Statements. In pursuit of the Company's objective, the Board has a responsibility for ensuring the Company's ability to continue as a going concern and details of the related risks and how they are managed are set out above. The Company has the ability to buy back and issue shares (see pages 25 and 26 of the Annual Report and Financial Statements) and changes to the share capital during the year are set out in note 12 of the Annual Report and Financial Statements. The Company does not have any externally imposed capital requirements other than the covenants on its loan which are detailed in note 11 of the Annual Report and Financial Statements.

 

Fair Value of Financial Instruments

The fair value hierarchy used to analyse the basis on which the fair values of financial instruments held at fair value through the profit or loss account are measured is described below. Fair value measurements are categorised on the basis of the lowest level input that is significant

to the fair value measurement.

Level 1:           using unadjusted quoted prices for identical instruments in an active market;

Level 2:           using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and

Level 3:           using inputs that are unobservable (for which market data is unavailable).

 

The valuation techniques used by the Company are explained in the accounting policies on page 44 of the Annual Report and Financial Statements.

During the year investments with a book cost of £3,142,723 (2018 - nil) were transferred from Level 1 to Level 2. Unlisted equities are categorised as Level 3. None of the financial liabilities are designated at fair value through profit or loss in the Financial Statements.

 

Investments

 

As at 31 January 2019

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Listed equities

471,753

4,868

-

476,621

Unlisted equities

-

-

3,253

3,253

Total financial asset investments

471,753

4,868

3,253

479,874

 

 

As at 31 January 2018

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Listed equities

442,526

-

-

442,526

Unlisted equities

-

-

1,391

1,391

Total financial asset investments

442,526

-

1,391

443,917

 

Alternative Investment Fund Managers (AIFM) Directive

 

In accordance with the AIFM Directive, information in relation to the Company's leverage and the remuneration of the Company's AIFM, Baillie Gifford & Co Limited, is required to be made available to investors. In accordance with the Directive, the AIFM remuneration policy is available at www.bailliegifford.com or on request (see contact details on the back cover of the Annual Report and Financial Statements) and the most recent numerical remuneration disclosures in respect of the AIFM (year ended 31 March 2018) are available at www.bailliegifford.com.

 

The Company's maximum and actual leverage levels (see Glossary of Terms and Alternative Performance Measures at the end of this announcement) at 31 January 2019 are as follows:

 

Leverage

 


Gross method

Commitment method

Maximum Limit

2.50:1

2.00:1

Actual

1.12:1

1.12:1

 

 

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 they are required to prepare the Financial Statements in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 its profit or loss for that period. In preparing these Financial Statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements;

- assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

- use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its Financial Statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

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

The Directors have delegated responsibilty to the Managers 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.

 

Responsibility Statement of the Directors in Respect of the Annual Financial Report

 

We confirm that to the best of our knowledge:

 

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

- the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

 

We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

On behalf of the Board

M Neil Donaldson

Chairman

26 March 2019

 



Income statement

 


For the year ended

31 January 2019

For the year ended

31 January 2018


Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

(Losses)/gains on investments*

(32,225)

(32,225)

108,387

108,387 

Currency (losses)/gains (note 2)

(3,875)

(3,875)

3,591

3,591 

Income

5,092 

5,092 

3,496 

-

3,496 

Investment management fee (note 3)

(2,871)

(2,871)

(2,131)

-

(2,131)

Other administrative expenses

(601)

(601)

(510)

-

(510)

Net return before finance costs and taxation

1,620 

(36,100)

(34,480)

855 

111,978

112,833 

Finance costs of borrowings (note 4)

(1,005)

(1,005)

(732)

-

(732)

Net return on ordinary activities before taxation

615 

(36,100)

(35,485)

123 

111,978

112,101 

Tax on ordinary activities

(509)

(509)

(350)

-

(350)

Net return on ordinary activities after taxation

106 

(36,100)

(35,994)

(227)

111,978

111,751 

Net return per ordinary share# (note 6)

0.04p

(13.98p)

(13.94p)

(0.11p)

52.31p

53.20p

 

 

* Gains on investments include gains and losses on disposals and holding gains and losses on the investment portfolio resulting from: i) changes in the local currency fair value of the investments and, ii) movements in the yen/sterling exchange rate.

Currency gains include: i) currency exchange gains and losses on yen bank loans, ii) exchange differences on the settlement of investment transactions and, iii) other exchange differences arising from the retranslation of cash balances.

#Prior year figures restated for the five for one share split on 21 May 2018.

The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital return columns are prepared under guidance published by the Association of Investment Companies.

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

A statement of Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.

 

 

 

 


Balance sheet at 31 January 2019

 


At 31 January 2019

At 31 January 2018


£'000

£'000

£'000

£'000

Fixed assets





Investments held at fair value through profit or loss


479,874 


443,917 

Current assets





Debtors

2,706 


2,833


Cash and cash equivalents

5,750 


5,668



8,456 


8,501


Creditors





Amounts falling due within one year

(2,229)


(3,129)


Net current assets


6,227 


5,372 

Total assets less current liabilities


486,101 


449,289 






Creditors





Amounts falling due after more than one year (note 7)


(51,946)


(47,877)

Net assets


434,155 


401,412 






Capital and reserves





Share capital


5,469 


4,749 

Share premium account


163,191 


95,174 

Capital redemption reserve


21,521 


21,521 

Capital reserve


249,351 


285,451 

Revenue reserve


(5,377)


(5,483)

Shareholders' funds


434,155 


401,412 

Net asset value per ordinary share*

(after deducting borrowings at book value)


158.8p


169.1p

Ordinary shares in issue* (note 8)


273,452,485


237,427,485

 

* Prior year figures restated for the five for one share split on 21 May 2018.

 

 

 

 

 

 

 

 


Statement of changes in equity

 

For the year ended 31 January 2019


 

Share capital

£'000

Share premium

account

£'000

Capital redemption reserve

£'000

Capital reserve*

 

£'000

Revenue reserve

 

£'000

 Shareholders'

funds

 

£'000

Shareholders' funds at 1 February 2018

4,749

95,174

21,521

285,451 

(5,483)

401,412 

Ordinary shares issued

720

68,017

-

68,737 

Net return on ordinary activities after taxation

-

-

-

(36,100)

106 

(35,994)

 

Shareholders' funds at 31 January 2019

5,469

163,191

21,521

249,351 

(5,377)

434,155 

 

 

For the year ended 31 January 2018

 


 

Share capital

£'000

Share premium

account

£'000

Capital redemption reserve

£'000

Capital reserve*

 

£'000

Revenue reserve

 

£'000

 Shareholders'

funds

 

£'000

Shareholders' funds at 1 February 2017

4,040

40,094

21,521

173,473

(5,256)

233,872

Ordinary shares issued

709

55,080

-

-

55,789

Net return on ordinary activities after taxation

-

-

-

111,978

(227)

111,751

 

Shareholders' funds at 31 January 2018

4,749

95,174

21,521

285,451

(5,483)

401,412

 

* The capital reserve balance at 31 January 2019 includes investment holding gains of £150,046,000 (31 January 2018 - gains of £222,272,000).

 

 



 

Cash flow statement

 

 

   For the year ended

   31 January 2019

      For the year ended

      31 January 2018

 

£'000

£'000

 

£'000

£'000

Cash flows from operating activities






Net return on ordinary activities before taxation

(35,485)



112,101 


Net losses/(gains) on investments

32,225 



(108,387)


Currency losses/(gains)

3,875 



(3,591)


Finance costs of borrowings

1,005 



732 


Overseas withholding tax

(453)



(328)


Increase in debtors, accrued income and prepaid expenses

(631)



(227)


Increase in creditors and prepaid income

52 



253 


Cash inflow from operations


588 



553 

Interest paid


(963)



(736)

Net cash outflow from operating activities


(375)



(183)

 

Cash flows from investing activities






Acquisitions of investments

(155,313)



(107,413)


Disposals of investments

85,032 



25,850 


Net cash outflow from investing activities


(70,281)



(81,563)

Shares issued



53,950 


Bank loans drawn down



28,429 


Net cash inflow from financing activities


70,576 



82,379 

(Decrease)/increase in cash and cash equivalents


(80)



633 

Exchange movements


162 



(485)

Cash and cash equivalents at 1 February


5,668 



5,520 

Cash and cash equivalents at 31 January *


5,750 



5,668 

* Cash and cash equivalents represent cash at bank and deposits repayable on demand.



List of Investments at 31 January 2019

 

 

 

Name

 

 

Business

2019

Value

£'000

2019

% of

total assets

Absolute# 

Performance

%

2018

Value

£'000

Asahi Intecc

Specialist medical equipment

16,047

3.3

21.5 

11,983

Bengo4.com

Online legal consultation

15,347

3.2

143.9 

5,230

 

Outsourcing

Employment placement services

13,261

2.7

(33.6)

12,801

 

Nihon M&A Center

M&A advisory services

12,877

2.6

(9.0)

11,876

 

Istyle

Beauty product review website

12,691

2.6

(18.8)

12,515

 

MonotaRO

Online business supplies

12,500

2.6

46.5 

10,919

 

Peptidream

Drug discovery and development

  platform

11,630

2.4

11.7 

10,121

 

Megachips

Electronic components

11,626

2.4

(25.8)

10,799

 

GMO Payment Gateway

Online payment processing

11,471

2.4

27.7 

10,101

 

OSG

Manufactures machine tool

  equipment

11,155

2.3

(11.3)

3,559

 

Horiba

Manufacturer of measuring

  instruments

11,098

2.3

(16.0)

8,603

 

Raksul

Internet based services

10,683

2.2

107.2 

-

 

Infomart

Internet platform for restaurant

  supplies

10,548

2.2

63.3 

6,553

 

H.I.S.

Discount travel agency and theme

  Parks

10,391

2.1

13.7 

7,100

 

Katitas

Real estate services

10,154

2.1

7.3 

7,311

 

Sho-Bond

Infrastructure reconstruction

9,432

1.9

(3.1)

7,736

 

Healios K.K.

Regenerative medicine

9,323

1.9

(13.7)

7,955

 

Toshiba Plant Systems and  

  Services

 

Plant engineering company

9,068

 

1.9

 

4.8 

 

5,226

 

Noritsu Koki

Holding company with interests in

  biotech and agricultural products

8,631

 

1.8

 

(30.8)

 

9,475

 

Yume No Machi

Online meal delivery service

8,562

1.8

(14.0)

9,917

 

Top 20


226,495

46.7



 

Kitz Corp

Industrial valve manufacturer

8,535

1.8

(4.3)

-

 

Nippon Ceramic

Electric component manufacturer

8,497

1.7

(9.6)

7,870

 

Nifco

Value-added plastic car parts

8,267

1.7

(23.7)

10,010

 

Brainpad

Business data analysis

8,062

1.7

185.5 

1,958

 

Cosmos Pharmaceuticals

Drugstore chain

7,810

1.6

17.2 

2,196

 

Technopro Holdings

IT staffing

7,784

1.6

5.3 

6,700

 

Hamakyorex

Third party logistics

7,519

1.6

13.2 

4,760

 

Shoei

Manufactures motor cycle helmets

7,368

1.5

(17.0)

7,924

 

Harmonic Drive

Robotic components

6,883

1.4

(45.1)

9,105

 

Jeol

Manufacturer of scientific equipment

6,779

1.4

64.5 

4,306

 

Broadleaf

Online platform for buying car parts

6,684

1.4

10.2 

6,830

 

Sato Holdings

Barcode and RFID technology

6,495

1.3

(19.2)

6,601

 

Crowdworks

Crowdsourcing services

6,446

1.3

82.1 

2,636

 

Cocokara Fine

Drugstore chain

6,396

1.3

(15.4)

5,543

 

Locondo

E-commerce services provider

6,384

1.3

31.9 

3,216

 

eGuarantee

Guarantees trade receivables

6,305

1.3

19.1 

3,864

 

Pigeon

Baby care products

6,145

1.3

9.4 

6,661

 

M3

Online medical services

6,040

1.3

(14.7)

7,989

 

ZOZO

Internet fashion retailer

5,996

1.2

(25.1)

10,165

 

Nakanishi

Dental equipment

5,802

1.2

3.9 

4,584

 

IRISO Electronics

Specialist auto connectors

5,772

1.2

(29.7)

8,473

 

WDB Holdings

Human resource services

5,758

1.2

(28.2)

6,774

 

Optex

Infrared detection devices

5,626

1.2

(39.8)

11,402

 

Seria

Discount retailer

5,471

1.1

(43.6)

7,500

 

KH Neochem

Chemical manufacturer

5,319

1.1

(15.9)

-

 

 

List of Investments at 31 January 2019 (Ctd)

 

 

 

Name

 

 

Business

2019

Value

£'000

2019

% of

total assets

Absolute# 

Performance

%

2018

Value

£'000

Anest Iwata

Manufactures compressors and

  painting machines

5,232

 

1.1

(11.7)

-

 

Torex Semiconductor

Semiconductor company

4,900

1.0

(18.4)

1,337

Sanbio

Stem cell based stroke treatment

4,868

1.0

(33.7)

9,506

Daikyonishikawa

Automobile part manufacturer

4,861

1.0

(30.1)

5,646

Poletowin Pitcrew

Game testing and internet

  monitoring

4,610

0.9

(17.0)

3,890

Nabtesco

Robotic components

4,121

0.8

(38.2)

6,828

Digital Garage

Internet business investor

4,073

0.8

(21.0)

9,864

JP Holdings

Operates child-care facilities

4,038

0.8

(3.6)

1,744

Calbee

Branded snack foods

4,022

0.8

(0.2)

5,074

Aeon Delight

Shopping mall maintenance

3,960

0.8

11.3 

3,117

Moneytree K.K. Class B

  Preferred u

Al based fintech platform

3,253

0.7

133.9 

1,391

SIIX

Outsources overseas production

3,227

0.7

(32.1)

4,589

Yonex

Sporting goods

3,127

0.7

3.8 

1,840

CyberAgent

Japanese internet advertising and

  content

3,049

0.6

(19.4)

10,048

Akatsuki

Mobile games developer

3,008

0.6

14.4 

-

Nikkiso

Industrial pumps and medical

  equipment

2,976

0.6

(14.1)

4,089

Asics

Sports shoes and clothing

2,758

0.6

(3.9)

2,910

Gumi

Mobile games developer

2,733

0.6

(37.3)

2,428

Findex

Healthcare software developer

2,608

0.5

(20.5)

3,081

Nanocarrier

Biotech company

2,040

0.4

(65.4)

5,480

Dream Incubator

Early stage business support

1,818

0.4

(36.2)

1,819

Hoshizaki Electric

Commercial kitchen equipment

1,629

0.3

(19.1)

5,978

Tenpos Holdings

Refurbished kitchen equipment

  retailer

1,628

0.3

(15.4)

1,677

Freakout Holdings

Digital marketing technology

1,614

0.3

(24.2)

1,639

Weathernews

Weather information services

1,538

0.3

(4.8)

1,660

Takemoto Yohki

Plastic containers for cosmetics

1,246

0.3

2.8 

-

Morpho

Image processing technologies

1,186

0.2

(53.1)

2,528

Uzabase

Financial data services

811

0.2

(13.2)

-

DesignOne Japan

Online platform for small local

  businesses

166

<0.1

(72.2)

2,947

Mugen Estate

Real estate services

136

<0.1

(43.4)

5,516

Total Investments


479,874

98.7



Net liquid assets*


6,227

1.3



Total assets


486,101

100.0



Bank loans


(51,946)

(10.7)



Shareholders' funds


434,155

89.3



#    Absolute performance (in sterling terms) has been calculated on a total return basis* over the period 1 February 2018 to 31 January 2019.

Source: Baillie Gifford/Statpro and underlying data providers. See disclaimer at end of this document.

u     Unlisted holding.

*    See Glossary of Terms and Alternative Performance Measures at the end of this announcement.

 

Notes to the condensed Financial Statements

 

1.

The Financial Statements for the year to 31 January 2019 have been prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' on the basis of the accounting policies set out in the Annual Report and Financial Statements which are unchanged from the prior year and have been applied consistently.



31 January 2019

£'000


31 January 2018

£'000

 

2.

Currency (losses)/gains




 


Exchange differences on bank loans

(4,037)


4,076 

 


Other exchange differences

162 


(485)

 



(3,875)


3,591 

 



 



31 January 2019

£'000


31 January 2018

£'000

 

3.

Investment management fee - all charged to revenue




 


Investment management fee

2,871


2,131 

 


On 1 January 2019 the annual management fee was reduced to 0.75% on the first £50m of net assets, 0.65% on the next £200m of net assets and 0.55% on the remainder. Prior to 1 January 2019 the annual management fee was 0.95% on the first £50m of net assets, 0.65% on the next £200m of net assets and 0.55% on the remainder.

 

4.

The Company paid interest on bank loans of £992,000 (2018 - £717,000) and £13,000 (2018 - £15,000) in respect of yen deposits held by the Custodian Bank.

 

5.

No dividend will be declared.




 



31 January 2019

£'000


31 January 2018

£'000

6.

Net return per ordinary share





Revenue return

106 


(227)


Capital return

(36,100)


111,978 


Total return

(35,994)


111,751 







The returns per ordinary share set out below are based on the above returns and on 258,154,060 ordinary shares (2018 - 214,092,280), being the weighted average number of ordinary shares in issue during the year. There are no dilutive or potentially dilutive shares in issue.


Revenue return

0.04p 


(0.11p)


Capital return

(13.98p)


52.31p


Total return

(13.94p)


52.20p






7.

The Company has arranged secured fixed rate borrowings, drawn down as follows:

At 31 January 2019

ING Bank N.V. - 7 year ¥3,350 million loan at 2.217% maturing 27 November 2020.

ING Bank N.V. - 3 year 8 month ¥2,000 million loan at 1.301% maturing 27 November 2020.

ING Bank N.V. - 7 year ¥2,100 million loan at 1.693% maturing 18 December 2024.

 


At 31 January 2018

ING Bank N.V. - 7 year ¥3,350 million loan at 2.217% maturing 27 November 2020.

ING Bank N.V. - 3 year 8 month ¥2,000 million loan at 1.301% maturing 27 November 2020.

ING Bank N.V. - 7 year ¥2,100 million loan at 1.693% maturing 18 December 2024.

 

The bank loans are stated after deducting the arrangement fees of £201,000 which are amortised over the terms of the loans. Amortisation of the arrangement fees during the year was £32,000 (2018 - £25,000). The fair value of the bank loans at 31 January 2019 was £52,810,000 (31 January 2018 - £48,646,000). See Glossary of Terms and Alternative Performance Measures at the end of this announcement.

 

8.

Following a five for one stock split on 21 May 2018, each ordinary share of 10 pence was replaced with five new ordinary shares of 2 pence each. At 31 January 2019 the Company had authority to buy back 36,471,042 shares. No shares were bought back during the year (2018 - nil). Share buy-backs are funded from the capital reserve.

During the year the Company issued 36,025,000 shares on a non pre-emptive basis at a premium to net asset value for net proceeds of £68,737,000 (2018 - 7,090,000* shares for net proceeds of £55,789,000). 

9.

The Annual Report and Financial Statements will be available on the Company's website www.shinnippon.co.uk on or around 10 April 2019.

†      Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

*      Prior year figures restated for the five for one share split on 21 May 2018.

 

Glossary of Terms and Alternative Performance Measures (APM)

 

An alternative performance measure is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.

 

Total Assets

Total assets less current liabilities, before deduction of all borrowings.

 

Net Asset Value

Also described as shareholders' funds, Net Asset Value (NAV) is the value of total assets less liabilities (including borrowings). The NAV per share is calculated by dividing this amount by the number of ordinary shares in issue.

 

Net Asset Value (Borrowings at Book Value)

Borrowings are valued at adjusted net issue proceeds. The Company's yen denominated loans are valued at their sterling equivalent and adjusted for their arrangement fees. The value of the borrowings on this basis is set out above.

 

Net Asset Value (Borrowings at Fair Value) (APM)

Borrowings are valued at an estimate of their market worth. The Company's yen denominated loans are fair valued with reference to Japanese government bonds of comparable yield and maturity. The value of the borrowings on this basis is set out above. A reconciliation from Net Asset Value (with borrowings at book value) to Net Asset Value per ordinary share (with borrowings at fair value) is provided below.

 


31 January

 2019

31 January

2018

Net Asset Value per ordinary share (borrowings at book value)

 

158.8p

 

169.1p

Shareholders' funds (borrowings at book value)

£434,155,000 

£401,412,000 

Add: book value of borrowings

£51,946,000 

£47,877,000 

Less: fair value of borrowings

(£52,810,000)

(£48,646,000)

Shareholders' funds (borrowings at fair value)

£433,291,000 

£401,643,000

Shares in issue at year end

273,452,485 

237,427,485 

Net Asset Value per ordinary share (borrowings at fair value)

 

158.5p

 

168.7p

 

Net Asset Value (Borrowings at Par Value) (APM)

Borrowings are valued at their nominal par value. The Company's yen denominated loans are valued at their sterling equivalent. The value of the borrowings on this basis is set out above.

 


31 January

 2019

31 January

2018

Net Asset Value per ordinary share (borrowings at book value)

 

158.8p 

 

169.1p 

Shareholders' funds (borrowings at book value)

£434,155,000 

£401,412,000 

Add: book value of borrowings

£51,946,000 

£47,877,000 

Less: par value of borrowings

(£52,040,000)

(£47,995,000)

Shareholders funds' (borrowings at par value)

£434,061,000 

£401,294,000 

Shares in issue at year end

273,452,485 

237,427,485 

Net Asset Value per ordinary share (borrowings at par value)

158.7p 

169.0p 

 

Discount/Premium (APM)

As stockmarkets and share prices vary, an investment trust's share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium.

 

Ongoing Charges (APM)

The total expenses (excluding borrowing costs) incurred by the Company as a percentage of the average net asset value (with debt at fair value). The ongoing charges have been calculated on the basis prescribed by the Association of Investment Companies.

 

Performance Attribution (APM)

 

Portfolio Performance Attribution illustrates how the portfolio has performed in absolute terms and relative to the comparative index. Performance is calculated on this basis for the portfolio holdings according to their relevant industrial sector classifications. Contributions to relative performance against the index are attributed to either stock selection (relative performance derived from the selection of stocks within an industrial sector) or asset allocation (relative performance derived from overall allocation to each industrial sector).

 

Total Return (APM)

The total return is the return to shareholders after reinvesting the net dividend on the date that the share price goes ex-dividend. The Company does not pay a dividend.

 

Gearing (APM)

At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow money to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders' assets is called 'gearing'. If the Company's assets grow, the shareholders' assets grow proportionately more because the debt remains the same. But if the value of the Company's assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets.

 

Gearing represents borrowings at book less cash and cash equivalents expressed as a percentage of shareholders' funds. Potential gearing is the Company's borrowings expressed as a percentage of shareholders' funds.

 

Equity gearing is the Company's borrowings adjusted for cash, bonds and property expressed as a percentage of shareholders' funds.

 

Leverage (APM)

For the purposes of the Alternative Investment Fund Managers (AIFM) Directive, leverage is any method which increases the Company's exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company's exposure and its net asset value and can be calculated on a gross and a commitment method. Under the gross method, exposure represents the sum of the Company's positions after the deduction of sterling cash balances, without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and after certain hedging and netting positions are offset against each other.

 

Net Liquid Assets

Net liquid assets comprise current assets less current liabilities, excluding borrowings.

 

Active Share (APM)

 

Active share, a measure of how actively a portfolio is managed, is the percentage of the listed equity portfolio that differs from its comparative index. It is calculated by deducting from 100 the percentage of the portfolio that overlaps with the comparative index. An active share of 100 indicates no overlap with the index and an active share of zero indicates a portfolio that tracks the index.

 

Share Split

A share split (or stock split) is the process by which a company divides its existing shares into multiple shares. Although the number of shares outstanding increases, the total value of the shares remains the same with respect to the pre-split value.

 

 

Third party data provider disclaimers

 

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No Provider has any obligation to update, modify or amend the data or to otherwise notify a recipient thereof in the event that any matter stated herein changes or subsequently becomes inaccurate.

Without limiting the foregoing, no Provider shall have any liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by you or any third party, whether or not based on the content, information or materials contained herein.

 

MSCI Index data

 

MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This document is not approved, endorsed, reviewed or produced by MSCI. None of the MSCI data is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.

 

 

 

 

Regulated Information Classification: Additional regulated information required to be disclosed under the laws of a Member State

 

 

- ends -


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