Annual Financial Report

RNS Number : 7188S
Jupiter Green Investment Trust Plc
18 July 2022
 

Jupiter Green Investment Trust plc ('the company')

Legal Entity Identifier: 549300MFRCR13CT1L845

 

Annual Financial Results for the year ended 31 March 2022

 

Financial Highlights for the year ended 31 March 2022

 

Capital Performance

As at

As at

 

 

31.03.22

31.03.21

 

Total assets less current liabilities (£'000)

55,390

53,304

 

 

 

 

 

Ordinary Share Performance

As at

As at

 

 

31.03.22

31.03.21

% change

 

 

 

 

Mid-market price (p)

210.00

264.00

-20.5

Undiluted net asset value per ordinary share

258.43

266.73

-3.1

Undiluted net asset value per ordinary share (p)




(with dividend paid of 0.64p added back; 2021: 1.30p)

259.07

268.03

-3.3

Diluted net asset value per ordinary share ▲

259.18

258.24

+0.4

Diluted net asset value per ordinary share (p)




(with dividend paid of 0.64p added back; 2021: 1.30p)

259.82

259.54

+0.1

MSCI World Small Cap Index***

412.12

401.82

+2.6

Discount to net asset value (%)

18.74

1.02


Ongoing charges ratio (%) excluding finance costs

1.57

1.73

-9.2

 

Performance (excluding dividend income) Since Launch





Year-






on-year




Net asset


change in

Year-


Total assets

value

Dividends

Net Asset

on-year


less

per

declared per

Value per

change in


current

ordinary

ordinary

ordinary

benchmark

Year ended 31 March

liabilities

share

share

share

index***


£'000

p

p

%

%

8 June 2006 (launch)

24,297

97.07

-

-

-

2007

31,679

118.07

-

+22.3*

-

2008

52,734

114.14

-

-3.9**

-

2009

33,809

76.86

-

-32.7

-36.5

2010

43,590

106.65

-

+38.8

+41.6

2011

41,085

120.49

0.40

+13.0

+11.0

2012

36,181

108.49

0.60

-10.0

-23.8

2013

37,571

124.42

1.20

+14.7

+10.3

2014

38,142

145.00

1.10

+16.5

+28.6

2015

38,545

152.35

0.55

+5.1

+10.6

2016

33,418

150.79

0.65

-1.0

-3.3

2017

38,509

184.33

1.20

+22.2

+28.4

2018

40,147

191.31

1.30

+3.8

+3.7

2019

35,934

188.70

2.20

-1.4

+6.0

2020

32,581

173.31

2.40

-8.2

+3.4

2021

53,304

266.73^

0.64

+53.9

+61.0

2022

55,390

258.43^

0.00

-3.1

+2.6

 

 

* In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000 were issued. Investment performance adjusted for the new issues of Ordinary shares.

** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares.

*** With effect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the

MSCI World Small Cap Index, both expressed in sterling terms.

^ Being the exercise price for the purposes of the 2022 subscription rights.

† No final dividend will be paid.

▲ For definitions of the above Alternative Performance Measures please refer to the Glossary of Terms on page 93.

 

Strategic Report

 

Chairman's Statement

 

I am pleased to present the Annual Report and Accounts for the Jupiter Green Investment Trust PLC ('the Company') for the twelve months to 31 March 2022.

 

The need for environmental solutions to climate challenges remains as pressing as ever, but the attention of global investment markets and global policymakers have been somewhat taken up with other matters.

 

In the first half of the year under review, vaccines against COVID-19 started to be rolled out around the world. This raised hopes that, from the summer of 2021 onwards, the tide would turn against the pandemic and societies and economies could unlock. Reality didn't turn out that way, although it is notable now that most governments across the world are trying to live with COVID-19 rather than eradicate it altogether through tough lockdowns.

 

The re-emergence of inflation has been the subject of much debate in investment markets for a while now, but speculation about whether inflation would be persistent or transitory really took hold during the first quarter of 2022, when the consensus judged that inflation was likely to be more persistent, and that Central Banks would need to be more aggressive in fighting inflation. In March 2022, the US Federal Reserve raised base interest rates for the first time since December 2018, and signalled further incremental rises to come. This change in guidance led to a significant downturn in market sentiment and a shift in market leadership from higher growth companies in favour of cheaply valued companies. This shift in discussed in more detail in the Investment Adviser's Review.

 

The dominant global news story through the final two months of the year under review, however, was the terrible events unfolding in Ukraine, as Russia's full scale invasion took many people by surprise and triggered a geopolitical and humanitarian crisis. At the time of writing, the remarkable bravery and success of the Ukrainians in resisting the invasion has forced Russia onto the back foot, with the main theatre of conflict now centred on the eastern parts of Ukraine. Sadly, there seems little immediate prospect of a ceasefire or peace deal.

 

Any talk of the economic consequences pales into insignificance next to the human suffering we are witnessing in Ukraine, but our responsibility is to invest our shareholders' capital and so we naturally have a duty to consider how the war has impacted global investment markets.

 

The disruption to commodities markets, as well as energy markets, has been profound, as Ukraine and Russia are major exporters of key industrial, agricultural and fossil fuel materials. This has fed into the inflation dynamics mentioned before, as well as triggering much talk about the role that fossil fuels have to play in the global economy.

 

High oil and gas prices have delivered a dramatic spike to the profits of fossil fuel companies which has caused a significant relative performance headwind to any investment strategy that excludes such industries. While nobody is pretending that the age of fossil fuels is already over, we should be in no doubt: the burning of finite and highly polluting fossil fuels to generate energy remains in terminal decline. Any remaining gaps in existing renewable energy generation, storage and release capabilities simply underline the fact that - despite how far we've come already - further investment and innovation still lies ahead as the world's energy mix cleans up in the years to come. Meanwhile, an emerging wave of innovative environmental solutions continues to make strides in other areas, such as the circular economy and biodiversity, while the drive to rebuild economies following COVID-19 has greener and more sustainable policies at its heart the world over.

 

This environment is a rich hunting ground for investors in environmental solutions, and the range of opportunities and the inevitable risks of investing in any asset class mean that taking an active approach based on detailed fundamental analysis of business across multiple themes remains crucial.

 

 

Investment performance

During the twelve months under review, and in line with the market in general, the net asset value of the Company's ordinary shares with dividends paid was -3.3%. This compared to a return of -20.5% for the Company's share price and a return of +2.6% for the Company's benchmark index, the MSCI World Small Cap Index.

 

The shares of the Company traded at a discount to net assets of less than 10% until the outbreak of the Ukrainian war when global stock markets became significantly more volatile. The effect of this was to increase the discount to around 15% of net asset value. The Board continues to monitor the level of the discount carefully and expects it to reduce as and when general market sentiment improves.

 

A review of the investment performance of the Company over the course of the period is set out by Jon Wallace in the Investment Adviser's Review in the following pages.

 

Dividends

In September 2020, the Board established a dividend policy that would involve paying one final dividend per annum in October equal to the current revenue of the Company. This policy would allow the Manager to focus on generating capital growth by investing in innovative growth companies. In the year ended 31 March, 2022, the Company incurred a small loss of £6,000 on the Revenue account and therefore the Board has concluded that no dividend should be declared.

 

Outlook

Many hopes for the future of our planet were pinned on the outcomes of the delayed COP 26 conference, which took place in Glasgow late last year. During the conference, nations made pledges to stop public investment in coal power, end deforestation, reduce carbon and methane emissions and to do it all in a shorter timescale than previously intended.

 

However, there is no escaping from the fact that these pledges did not go far enough to limit global temperature increases to 1.5 degrees. One silver lining is that the pace of change in this area of regulation is accelerating and major policy and regulation changes have already been announced since COP26. These include the EU's Carbon Border Adjustment Mechanism (CBAM), which aims to equalise the price of carbon between domestic EU production and imported goods. Under CBAM, importers will have an obligation to buy carbon certificates corresponding to the carbon price that would have been paid had the goods been produced under the EU's carbon pricing rules. Not only should this create a level playing field when it comes to carbon pricing for goods sold in the EU, it should also provide an incentive for countries outside the EU to reduce the carbon intensity of their industries in order to improve their global competitiveness.

 

What is more, just before the end of the period under review, the US Securities and Exchange Commission proposed a major change in US climate regulation that would require corporations to disclose not only their current carbon emissions (Scope 1 and Scope 2, plus Scope 3 where material)  but also their physical and transition risks related to climate change. In the context of the historic approach to this topic in the US, the new proposals are very progressive.

 

These are examples of the tangible steps that are being taken on a global scale to meet the environmental challenges that the world faces. But big picture policy and regulation can't change everything. What is needed more than ever are innovative technological developments and fresh thinking towards environmental solutions that can drive the change necessary to deliver a decarbonisation of the global economy and a safeguarding of natural capital. In this area the opportunities are already plentiful and still growing, and it is exactly what the Jupiter Green Investment Trust is set up to capitalise upon.

 

Michael Naylor

Chairman

15 July 2022

 

 

Investment Adviser's Review

 

Market review

The period began with the rollout of vaccines across the world, in a race to outpace the spread of the Delta variant and, later, the Omicron variant.

 

In the US, Joe Biden secured senate approval for a $1trn infrastructure package, but political compromises mean this was a slimmed down version of the original proposal, and ongoing concerns amongst his Democrat colleagues mean that he struggled to get the bill successfully through Congress. This marked the beginning of a trend, as the Biden administration's initial plans for a progressive policy agenda on many issues - not least climate change - have not fared well upon contact with the political reality in Washington. As a result, ambitions have been scaled back quite significantly over the course of the last year.

 

The theme of frustrated ambitions continued with the COP26 Climate Conference in Glasgow, which delivered a series of small steps, but lacked the overall ambition and urgency needed to place the globe on a trajectory capable of limiting climate change to 1.5 degrees. Among the areas of progress were China-US commitments on climate change cooperation and agreements on "phasing down'' of coal, curbing methane emission and halting deforestation.

 

In the early months of 2022, the market became preoccupied with continued rises in inflation, and increasingly hawkish language from major Central Banks, most significantly the US Federal Reserve, which raised interest rates in March and guided the market to expect several more incremental rises over the rest of the year.

 

The pressures on inflation were intensified by Russia's invasion of Ukraine which, in addition to exacting a horrific humanitarian toll, disrupted global supplies of energy as well as agricultural and industrial commodities. The profits of fossil fuel companies surged alongside oil and gas prices, although the conflict highlighted the paramount importance of affordable, secure energy and greater efficiency of its use - challenges that several of the Trust's investment themes are well placed to meet.

 

 

Policy review

Our company's approach to investing in environmental solutions remains focused on six sustainable themes:

 

·

Circular economy : solutions for sustainable materials and resource stewardship

·

Clean energy : generation, storage and distribution

·

Sustainable Oceans & Freshwater Systems Water : conservation and management

·

Green Mobility : technologies and services for sustainable movement

·

Buildings & Industry : enabling a low carbon transition

·

Sustainable Agriculture & Land Ecosystems : solutions protecting natural resources and well-being

 

 

Within those themes, the Company is focused on companies - many of them on the smaller end of the market capitalisation spectrum - that are at the forefront of innovating technological solutions to environmental challenges with a large potential market ('innovators'), as well as companies that are already rapidly delivering proven solutions in their markets ('accelerators'). We believe this approach should deliver attractive capital growth to shareholders over the longterm.

 

As referenced in the interim report, the first half of the period under review was characterised by a slump in the share price of some innovator stocks, largely due to profit-taking amidst a change in market sentiment that turned against longer-term growth potential. Examples included Re:NewCell, a Swedish company, born out of top materials science institutions, which is a leader in the emerging field of textiles recycling, as well as Ceres Power, a UK- based hydrogen fuel cell energy specialist. In both cases, share price performance was weak despite solid progress in the underlying businesses that took significant steps towards delivering on the opportunity in their respective markets.

 

The period since the interim report, and in particular since the turn of the year, saw a further deterioration in sentiment in the market, however, as concerns heightened about the speed of a policy 'pivot' from Central Banks belatedly and aggressively beginning a new interest rate hiking cycle to tackle inflation. In this environment, the market favoured anything with predictable earnings, a high degree of pricing power to pass on the impact of inflation, or the ability to benefit from rising interest rates. In short, innovator companies, positioned to capitalise upon a multi-decade structural growth trend but not yet demonstrating positive earnings, were particularly out of favour, and the Company's investment returns were impacted accordingly. As we discuss in the Outlook below, however, we believe the long-term growth picture for Environmental Solutions companies has if anything been strengthened by recent events.

 

Within the portfolio, the theme that performed best over the year was the Circular Economy - featuring companies providing innovative solutions to waste management, sustainable materials and/ or resource stewardship. Several of the top positive contributions to returns over the year came from stocks in this theme, including Casella Waste Systems, Veolia and Daiseki. Another strong theme was Sustainable Oceans & Freshwater Systems, as companies focused on the conservation and management water were among the beneficiaries of increased infrastructure spending, notably from the US infrastructure bill. Evoqua, another of our Sustainable Oceans & Freshwater Systems holdings, also performed well following its addition to portfolio. This in part reflected growth in interest for its solutions for dealing with 'forever chemicals' (such as polyfluoroalkyl substances, or 'PFAS' for short) that are named as such because PFAS can leak into the environment from a range of everyday uses and do not breakdown even over many decades.

 

A couple of notable exceptions to the positives in the theme, however, were Itron and Xylem - both of which suffered from disruption to their supply chains, particular surrounding the availability of semiconductor chips.

 

Elsewhere, the Clean Energy theme was a negative over the course of the year - although recovered slightly in the last few months of the period as the world moved to reduce reliance on traditional fossil fuel energy sources from Russia. This weakness was driven by the scaled back ambitions of US climate policy, as share prices had entered 2021 already largely pricing in a more aggressive climate plan than was ultimately able to pass through Congress. The need for resilient, low-carbon and lower-cost energy is in our view a structural positive for clean energy systems, and so having reduced our exposure at the beginning of 2021, we have selectively added a small amount of exposure following the further de-rating in the market in early 2022.

 

 

Outlook

Recent months, as noted above, have seen an increase in market volatility and a rotation away from the sort of long-duration structural growth trends of which Environmental Solutions companies are typically a part. What is more, in the near term it has become more challenging for environmental solutions businesses to have visibility on nearer-term factors such as supply chain disruption and cost inflation and their overall earnings impact.

 

Crucially, though, the long-term growth picture for these companies is arguably stronger than ever, as the gathering momentum around efforts to mitigate climate change, as well as renewed focus on issues surrounding biodiversity and natural capital, provide traction for companies that can address multiple environmental challenges. Our conviction remains that companies focussed on providing solutions across these challenges can provide superior returns over the medium and longterm.

 

Jon Wallace

Fund Manager

Jupiter Asset Management Limited

Investment Adviser

15 July 2022

 

Investment Portfolio as at 31 March 2022

 



31 March 2022

31 March 2021

 

Country

Market value

Percentage

Market value

Percentage

Company

of Listing

£'000

of Portfolio

£'000

of Portfolio

Evoqua Water Technologies

United States of America

2,176

4.0

-

-

Koninklijke DSM

Netherlands

1,830

3.4

1,609

3.2

Veolia Environnement

France

1,824

3.4

1,116

2.2

Schneider Electric

France

1,684

3.1

-

-

Sensirion Holding

Switzerland

1,672

3.1

827

1.6

NextEra Energy Partners

United States of America

1,657

3.1

1,347

2.6

Monolithic Power Systems

United States of America

1,537

2.9

-

-

Vestas Wind Systems

Denmark

1,530

2.8

1,937

3.8

Hannon Armstrong Sustainable Infrastructure Capital, REIT

 

United States of America

 

1,513

 

2.8

 

1,711

 

3.4

Infineon Technologies

Germany

1,474

2.7

910

1.8

Orsted

Denmark

1,396

2.6

1,635

3.2

Befesa

Luxembourg

1,370

2.6

886

1.7

Renewi

United Kingdom

1,336

2.5

447

0.9

Daikin Industries

Japan

1,331

2.5

-

-

Prysmian

Italy

1,329

2.5

1,061

2.1

SolarEdge Technologies

United States of America

1,316

2.5

692

1.4

Regal Rexnord

United States of America

1,268

2.4

1,127

2.2

Borregaard

Norway

1,248

2.3

1,693

3.3

Advanced Drainage Systems

United States of America

1,216

2.3

-

-

TOMRA Systems

Norway

1,176

2.2

1,130

2.2

Casella Waste Systems

United States of America

1,153

2.2

501

1.0

First Solar

United States of America

1,125

2.1

1,119

2.2

Watts Water Technologies

United States of America

1,077

2.0

875

1.7

Stantec

Canada

1,042

1.9

846

1.6

Aptiv

Jersey

1,023

1.9

-

-

Valmont Industries

United States of America

997

1.9

948

1.9

Acuity Brands

United States of America

931

1.7

596

1.2

Daiseki

Japan

909

1.7

990

1.9

Sensata Technologies Holding

United Kingdom

900

1.7

1,108

2.1

Shimano

Japan

881

1.6

865

1.7

Umicore

Belgium

872

1.6

1,012

2.0

Clean Harbors

United States of America

869

1.6

590

1.2

Flat Glass Group

China

852

1.6

-

-

Horiba

Japan

821

1.5

896

1.8

Re:NewCell

Sweden

810

1.5

1,562

3.1

Innergex Renewable Energy

Canada

800

1.5

755

1.5

Xylem

United States of America

776

1.5

1,113

2.2

Novozymes

Denmark

769

1.4

587

1.2

Ceres Power Holdings

United Kingdom

726

1.4

1,216

2.4

Azbil

Japan

707

1.3

1,424

2.8

Mayr Melnhof Karton

Austria

669

1.2

739

1.4

Trainline

United Kingdom

607

1.1

803

1.6

BorgWarner

United States of America

604

1.1

686

1.3

Atlas Copco

Sweden

600

1.1

663

1.3

Corbion

Netherlands

573

1. 1

-

-

Hoffmann Green Cement Technologies

 

France

 

544

 

1.0

 

814

 

1.6

Greencoat Renewables

Ireland

531

1.0

552

1.1

ANDRITZ

Austria

492

0.9

457

0.9

Brambles

Australia

455

0.8

470

0.9

Knorr- Bremse

Germany

439

0.8

675

1.3

Agronomics

Isle of Man

339

0.6

-

-

Total Investments


53,776

100.0



The holdings listed above are all equity shares unless otherwise stated

 

 

Cross Holdings in other Investment Companies

 

As at 31 March 2022, 1.0% of the company's total assets was invested in Greencoat Renewables, a UK listed investment company.

 

Whilst the requirements of the UK Listing Authority permit the company to invest up to 10% of the value of the total assets of the company (before deducting borrowed money) in other investment companies (including

investment trusts) listed on the Main Market of the London Stock Exchange, it is the Directors' current intention that the company invests not more than 5% in other investment companies.

 

 

Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector

 

Analysis of Investments by Investment Theme and Stage of Development

As at 31 March 2022

 

 

 

Circular economy

Clean Energy

Green Buildings & Industry

Green Mobility

Sustainable Agriculture

and Land

ecosystems

Sustainable Ocean & Freshwater Systems

Total

 

Stage of Development

%

%

%

%

%

%

%

Innovators*

1.51

1.35

4.12

1.13

0.65

0.0

8.76

Accelerators*

8.28

19.92

12.53

3.52

8.99

6.31

59.55

Leaders*

7.55

3.39

7.15

6.77

-

6.83

31.69

Total 2022

17.34

24.66

23.80

11.42

9.64

100.0

 

* Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market. Established leaders are larger companies which have developed a commanding presence in their chosen markets.

 

Analysis of Investments by Geography and Economic Sector

As at 31 March 2022

 

United States of America

Japan

France

Denmark

United Kingdom

Norway

Other

Total

Sectors

%

%

%

%

%

%

%

%

Basic Materials

-

-

-

-

-

2.32

4.71

7.03

Consumer Discretionary

3.02

1.64

-

-

1.13

-

-

5.79

Consumer Staples

-

-

-

-

-

-

4.46

4.46

Energy

4.54

-

-

2.84

1.35

-

-

8.73

Health Care

-

-

-

1.42

0.64

-

-

2.06

Industrials

13.32

5.32

4.14

-

-

2.19

12.64

37.61

Real Estate

2.82

-

-

-

-

-

-

2.82

Technology

2.86

-

-

-

-

-

2.47

5.33

Utilities

10.89

1.69

3.39

2.59

2.48

-

5.13

26.17

Total 2022

37.45

8.65

7.53

6.85

5.6

4.51

29.41

100

 

Strategic Review

 

The Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

 

The Strategic Report seeks to provide shareholders with the relevant information to enable them to assess the performance of the Directors of the Company during the period under review.

 

Business and Status

During the year the Company carried on business as an investment trust with its principal activity being portfolio investment. The Company has been approved by HM Revenue & Customs ('HMRC') as an investment trust subject to the Company continuing to meet the eligibility conditions of sections 1158 and 1159 of the Corporation Taxes Act 2010 and the ongoing requirements for approved companies as detailed in Chapter 3 of Part 2 of the Investment Trust (Approved Company) (Tax) Regulations 2011. In the opinion of the Directors, the Company has conducted its affairs in the appropriate manner to retain its status as an investment trust.

 

The Company is a public limited company and is an investment company within the meaning of section 833 of the Companies Act 2006. It is also an Alternative Investment Fund (AIF) for the purposes of the EU Alternative Investment Fund Managers Directive.

 

The Company has a fixed share capital although it may issue or purchase its own shares subject to shareholder approval, usually sought annually.

 

The Company is not a close company within the meaning of the provisions of the Corporation Tax Act 2010 and has no employees.

 

The Company was incorporated in England & Wales on 12 April 2006 and started trading on 8 June 2006, immediately following the Company's launch.

 

Reviews of the Company's activities are included in the Chairman's Statement and Investment Adviser's Review on pages 5 to 11.

 

There has been no significant change in the activities of the Company during the year to 31 March 2022 and the Directors anticipate that the Company will continue to operate in the same manner during the current financial year.

 

Investment Objective

The investment objective of the Company is to achieve capital growth and income, both over the longterm, through investment in a diverse portfolio of companies providing environmental solutions.

 

Investment Strategy

The Investment Adviser has adopted a bottom- up approach. The Investment Adviser, supported by Jupiter's Governance and Sustainability team, researches companies, ensuring that each potential investment falls within the Company's stated investment policy. Consideration is also given to a potential investment's risk/return profile and growth prospects before an investment is made. Once companies operating within the appropriate theme have been identified and due diligence has been carried out, the Investment Adviser will decide whether a particular investment would be appropriate.

 

Investment Policy

The COVID-19 pandemic and its associated economic crisis have triggered an acceleration in a number of structural sustainability trends in which the Company is invested. As a result, for the year ended 31 March 2021, we adjusted the Company's investment focus towards a greater emphasis on Companies which are innovating technological solutions to sustainability challenges ('innovators') and companies that are already rapidly delivering proven sustainable solutions in their markets ('accelerators'). A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions.

 

The following investment restrictions are observed:

 

·

no more than 5% of the Company's total assets (at the time of such investment) may be invested in unlisted securities;

·

no more than 15% of the total assets of the Company (before deducting borrowed money) is lent to or invested in any one company or group (including loans to or shares in the Company's own subsidiaries) at the time the investment or loan is made. For this purpose any existing holding in the Company or group concerned is aggregated with the proposed investment;

·

distributable income is principally derived from investments. The Company does not conduct a trading activity which is significant in the context of the group as a whole; not more than 10%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) is invested in other UK listed investment companies (including investment trusts) listed on the Official List. Whilst the requirements of the UK Listing Authority permit the Company to invest up to this 10% limit, it is the Directors' current intention that the Company invests not more than 5%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) in such other investment companies; and

·

the Company at all times invests and manages its assets in a way which is consistent with its objective of spreading investment risk.

 

In accordance with the requirements of the UK Listing Authority, any material changes in the principal investment policies and restrictions of the Company would only be made with the approval of shareholders by ordinary resolution.

 

Future Developments

It is the board's ambition to continue to grow the asset base of the Company through a combination of organic growth of net asset value and issuance of new shares with a view to achieving the critical

mass necessary to attract broader demand from large national discretionary wealth managers, and other long term institutional buyers of investment trust shares.

 

Benchmark Index

The Company's benchmark is the MSCI World Small Cap Index.

 

Management

The Company has no employees and most of its day to day responsibilities are delegated to Jupiter Asset Management Limited ('JAM'), who act as the Company's Investment Adviser and company secretary. Further details of the Company's arrangement with JAM and the Alternative Investment Fund Manager ('AIFM'), Jupiter Unit Trust Managers Limited, can be found in Note 22 to the accounts on page 80. Both JAM and JUTM are part of the Jupiter Group which comprises Jupiter Fund Management PLC and all of its subsidiaries ('Jupiter').

 

J.P. Morgan Europe Limited ('JPMEL') acts as the Company's depository. The Company has also entered into an outsourcing arrangement with J.P. Morgan Chase Bank N.A. ('JPMCB') for the provision of accounting and administration services.

 

Although JAM is named as the Company secretary, JPMEL provides administrative support to the Company secretary as part of its formal mandate to provide broader fund administration services to the Company.

 

Viability Statement

In accordance with Provision 36 of the Code of Corporate Governance as issued by the Association of Investment Companies in February 2019 (the 'AIC Code'), the board has assessed the prospects of the Company over a longer period than the twelve months required by the 'Going Concern' provision, reviewing in line with the three year cycle of the continuation vote. Despite the widening discount the Board believes that there will be no issue in the next continuation vote being passed. The Company's investment objective is to achieve capital growth and income, both over the long term and the board regards the Company as a long-term investment.

 

The board has considered the Company's business model including its investment objective and investment policy as well as the principal and emerging risks and uncertainties that may affect the Company as detailed on page 23.

 

In addition, the board has considered the reporting produced by the Jupiter Investment Risk Team concerning a number of potential future scenarios resulting from ongoing market volatility. The board continues to monitor income and expense forecasts for the Company.

 

The board has noted that:

 

·

The company holds a highly liquid portfolio invested predominantly in listed equities.

·

The investment management fee is the most significant expense of the Company. It is charged as a percentage of the portfolio value and so would reduce if the market value of the portfolio were to fall. The remaining expenses are more modest in value and are predicable in nature.

No significant increase to ongoing charges or operational expenses is anticipated

·

Green and sociably responsible investing is now high on the agenda of many retail investors and that the Company is well placed to attract these retail investors through targeted marketing.

·

Climate change is a key issue for asset managers and their investors. ESG issues are integrated into the Company's investment processes and these are continually monitored to ensure that the investment objectives are followed to mitigate any risk of the perception of greenwashing and any related litigation..

·

The board is satisfied that Jupiter and the Company's other key third-party suppliers maintain suitable processes and controls to ensure that they can continue to provide their services to the Company.

 

The board has therefore 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 three years.

 

As part of its assessment, the Board has noted that shareholders will be required to vote on the continuation of the Company at the 2023 AGM.

 

Gearing

Gearing is defined as the ratio of a company's debt less cash held compared to its equity capital, expressed as a percentage. The effect of gearing is that in rising markets the Company tends to benefit from any growth of the Company's investment portfolio above the cost of payment of the prior ranking entitlements of any lenders and other creditors. Conversely, in falling markets the Company suffers more if the Company's investment portfolio underperforms the cost of those prior entitlements.

 

The Company may utilise gearing at the director's discretion for the purpose of financing the Company's portfolio and enhancing shareholder returns. In particular, the Company may be geared by bank borrowings which will rank in priority to the ordinary shares for repayment on a winding up or other return of capital.

 

The Articles provide that, without the sanction of the Company in a general meeting, the Company may not incur borrowings above a limit of 25% of the Company's total assets at the time of drawdown of the relevant borrowings.

 

Loan facility

The Company has a revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million which the Investment Adviser has been authorised by the board to draw down for investment purposes. The facility to gear the Company's investment portfolio is deployed tactically by the Investment Adviser with a view to enhancing shareholder returns. The Directors have determined that the maximum level of gearing will be 25% of the Company's total assets at the time of drawdown. The finance costs shown in the Statement of Comprehensive Income are in respect of interest charges on the utilised balance along with the costs incurred for non-utilisation of the facility during the year to the end of the loan term. The existing loan facility matures on 24 August, 2022 and the Board expects to enter into a new facility in the coming weeks on similar terms for a further period of two years.

 

Use of Derivatives

The Company may invest in derivative financial instruments comprising options, futures and contracts for difference for investment, hedging and efficient portfolio management, as more fully described in the investment policy. There is a risk that the use of such instruments will not achieve the goals desired. Also, the use of swaps, contracts for difference and other derivative contracts entered into by private agreements may create a counterparty risk for the Company. This risk is mitigated by the fact that the counterparties must be institutions subject to prudential supervision and that the counterparty risk on a single entity must be limited in accordance with the individual restrictions. There were no open derivatives at year end.

 

Currency Hedging

The Company's accounts are maintained in sterling while investments and revenues are likely to be denominated and quoted in currencies other than sterling. Although it is not the Company's present intention to do so, the Company may, where appropriate and economic to do so, employ a policy of hedging against fluctuations in the rate of exchange between sterling and other currencies in which its investments are denominated.

 

Key Performance Indicators

At their quarterly board meetings the Directors consider a number of performance indicators to help assess

the Company's success in achieving its objectives.

The key performance indicators used to measure the performance of the Company over time are as follows:

 

·

Net asset value changes over time;

·

Ordinary share price movement;

·

A comparison of ordinary share price and net asset value to benchmark;

·

Discount and premium to net asset value; and

·

Growth in assets under management.

 

Information on some of the above key performance indicators and how the Company has performed against them can be found on page 4.

 

In addition, a history of the net asset values, the price of the ordinary shares and the benchmark index are shown on the monthly factsheets which can be viewed on the Investment Adviser's website www.jupiteram.com/JGC and which are available on request from the Company secretary.

 

Discount to Net Asset Value

The Directors review the level of the discount or premium between the middle market price of the Company's ordinary shares and their net asset value on a regular basis.

 

The Directors have powers granted to them at the last AGM to purchase ordinary shares and either cancel or hold them in treasury as a method of controlling the discount to net asset value and enhancing shareholder value.

The Company repurchased 75,000 ordinary shares for holding in treasury during the year under review at a discount of 8.18%.

 

Under the Listing Rules, the maximum price that may currently be paid by the Company on the repurchase of any ordinary shares is 105% of the average of the middle market quotations for the ordinary shares for the five business days immediately preceding the date of repurchase. The minimum price will be the nominal value of the ordinary shares. The board is proposing that its authority to repurchase up to approximately 14.99% of its issued share capital should be renewed at the AGM. The new authority to repurchase will last until the conclusion of the AGM of the Company in 2023 (unless renewed earlier). Any repurchase made will be at the discretion of the board in light of prevailing market conditions and within guidelines set from time to time by the board, the Companies Act, the Listing Rules and Model Code.

 

Treasury Shares

In accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the 'Regulations') which came into force on 1 December 2003 any ordinary shares repurchased, pursuant to the above authority, may be held in treasury. These ordinary shares may subsequently be cancelled or sold for cash. This would give the Company the ability to reissue shares quickly and cost effectively and provide the Company with additional flexibility in the management of its capital. The Company issued 1,524,328 ordinary shares from treasury during the year under review.

 

Principal Risks and Uncertainties

The Directors confirm that they have carried out a robust assessment of the emerging and principal

risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Most of these risks are market related and are similar to those of other investment trusts investing primarily in listed markets. The Audit Committee reviews the Company's risk control summary at each meeting, and as part of this process, gives consideration to identifying emerging risks. Any emerging risks that are identified, that are considered to be of significance will be recorded on the Company's Risk Control Summary with any mitigations. In carrying out this assessment, consideration is being given to the current market conditions which may impact the Company.

 

Investment policy and process - - Inappropriate investment policies and processes may result in under performance against the prescribed benchmark index and the Company's peer group.

 

The board manages these risks by ensuring a diversification of investments and regularly reviewing the portfolio asset allocation and investment process. In addition, certain investment restrictions have

 

Investment Strategy and Share Price Movements - The Company is exposed to the effect of variations in the price of its investments. A fall in the value of its portfolio will have an adverse effect on shareholders' funds. It is not the aim of the board to eliminate entirely the risk of capital loss, rather it is its aim to seek capital growth. The board reviews the Company's investment strategy and the risk of adverse share price movements at its quarterly board meetings taking into account the economic climate, market conditions and other factors that may have an effect on the sectors in which the Company invests. There can be no assurances that appreciation in the value of the Company's investments will occur but the board seeks to reduce this risk.

 

Liquidity Risk - The Company may invest in securities that have a very limited market which will affect the ability of the Investment Adviser to dispose of securities when it is no longer felt that they offer the potential for future returns. Likewise the Company's shares may experience liquidity problems when shareholders are unable to realise their investment in the Company because there is a lack of demand for the Company's shares. At its quarterly meetings the board considers the current liquidity in the Company's investments and the level of liabilities when setting restrictions on the Company's exposure. The board also reviews, on a quarterly basis, the Company's buy-back programme and in doing so is mindful of the liquidity in the Company's shares.

 

Gearing Risk - The Company's gearing can impact the Company's performance by accelerating the decline in value of the Company's net assets at a time when the Company's portfolio is declining. Conversely gearing can have the effect of accelerating the increase in the value of the Company's net assets at a time when the Company's portfolio is rising. The Company's level of gearing is under constant review by the board who take into account the economic environment and market conditions when reviewing the level.

 

Regulatory Risk - The Company operates in a complex regulatory environment and faces a number of regulatory risks. A breach of section 1158 of the Corporation Tax Act 2010 could result in the Company being subject to capital gains tax on portfolio movements. Breaches of other regulations such as the UKLA Listing rules, could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers such as the Investment Adviser could also lead to reputational damage or loss. The board monitors regulatory risks at its quarterly board meetings and relies on the services of its company secretary, JAM, and its professional advisers to ensure compliance with, amongst other regulations, the Companies Act2006, the UKLA Listing Rules, the FCA's Disclosure Guidance and Transparency Rules and the Alternative Investment Fund Managers' Directive. In order to ensure that the Company remains compliant, the board directly and via the Audit Committee/ Management Engagement Committee receives regular updates from the Investment Adviser and the Company's other key service providers. The Investment Adviser is contractually obliged to ensure that its conduct of business conforms to applicable laws and regulations.

 

Credit and Counterparty Risk - The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the company suffering a loss.

 

Loss of Key Personnel - The day-to-day management of the Company has been delegated to the Investment Adviser. Loss of the Investment Adviser's key staff members could affect investment return. The board is aware that JAM recognises the importance of its employees to the success of its business. Its remuneration policy is designed to be market competitive in order to motivate and retain staff and succession planning is regularly reviewed. The board also believes that suitable alternative experienced personnel could be employed to manage the Company's portfolio in the event of an emergency.

 

Operational - Failure of the core accounting systems, or a disastrous disruption to the investment adviser's business or that of the administration provider JPMCB, could lead to an inability to provide accurate reporting and monitoring.

 

Financial - Inadequate financial controls could result in misappropriation of assets, loss of income and debtor receipts and inaccurate reporting of net asset value per share. The board annually reviews the investment adviser's report on its internal controls and procedures. Details of how the board monitors the operational services and financial controls of Jupiter and J.P. Morgan are included within the Internal Control section of the Report of the Directors in the Annual Report & Accounts. Enterprise risk is reviewed twice a year, taking into its remit emerging risks as they become immediate, whist still maintaining a long-term perspective where they are evolving at a fast rate. Climate change and its potential impacts is under scrutiny at every meeting, this being the very purpose of the company.

 

Climate Change - the impact of climate change risk has been considered and it is concluded that it does not have a material impact on the Company's investments. In line with IFRS investments are valued at fair value, which for the Company are quoted bid prices for investments in active markets at the Balance Sheet date and therefore reflect market participants view of climate change. Given the nature of the Company all investments are monitored to ensure that they are in line with the investment objective to mitigate any risk of the perception of greenwashing and any related litigation.

 

Geopolitical - There is increasing risk to market stability and investment opportunities from geopolitical conflicts such as between Russia and the Ukraine.

 

Unfortunately, there is little direct control of this risk and the Company has no exposure to Russian stocks

 

Capital Gains Tax Information

The closing price of the ordinary shares on the first date of dealing for capital gain tax purposes was 99p.

 

Directors

Details of the directors of the company and their biographies are set out in the Annual Report & Accounts.

 

The company's policy on board diversity is included in the Corporate Governance section of the Report.

 

As at 31 March 2022, the board comprises of one female and three male directors.

 

Employees, Environmental, Social and Human Rights issues

The company has no employees as the board has delegated the day to day management and administration functions to JUTM, JAM and other third-party suppliers. There are therefore no disclosures to be made in respect of employees.

 

Integration of Environmental, Social and Governance ('ESG') considerations into the Investment Adviser's Investment Process

JAM has a 30 year record of integrating ESG factors into the investment process. Its Governance and Sustainability team leverages its relationships with partner organisations such as the UN Principles for Responsible Investment ("UN PRI"), the Investor Forum and Institutional Investors Group on Climate Change ("IIGCC") and regularly engages with these and other industry bodies to ensure it remains at the forefront of ESG integration. Where relevant, lessons learned are disseminated across JAM's wider investment team via its Stewardship Committee. JAM considers stewardship to be an integral component of its investment process. Typically, JAM does not seek to exclude companies based on headline risk factors, disclosures or practices, instead believing that engagement aimed at enhancing long-term outcomes for investors requires a more rigorous and nuanced approach. Moreover, the Investment Adviser is of the view that compelling opportunities can arise in companies where there is evidence of positive change in the areas of environmental and social risk mitigation and governance practices, but where the market may be yet to reflect this in investee company share prices.

 

Modern Slavery Act

The Modern Slavery Act 2015 requires certain companies to prepare a slavery and human trafficking statement. As the company has no employees and does not supply goods and services, it is not required to make such a statement.

 

Global Greenhouse Gas Emissions

The company has no greenhouse gas emissions to report from its operations as the day to day management and administration functions have been outsourced to third-parties and it neither owns physical assets, property nor has employees of its own. It therefore does not have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report on Directors' Reports) Regulations 2013.

 

Section 172 Statement

Under section 172 of the Companies Act 2006, the directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole. This includes taking into consideration the likely consequences of their decisions on the long term and on the Company's stakeholders such as its shareholders, employees and suppliers, while acting fairly between shareholders. The Directors must also consider the impact of the Company's decisions on the environment, the community and its reputation for maintaining high standards of business conduct.

 

The Company ensures that the Directors are able to discharge this duty by, amongst other things, providing them with relevant information and training on their duties. The Company also ensures that information pertaining to it is provided, as required, to the Directors as part of the information presented in regular board meetings in order that stakeholder considerations can be factored into the board's decision-making. The Directors' responsibilities are also set out in the schedule of matters reserved for the board and the terms of reference of its committees, both of which are reviewed regularly by the board. At all times the Directors can access as a board, or individually, advice from its professional advisers including the Company secretary and independent external advisers.

 

The Company's investment objective, to achieve capital and income growth over the long term, supports the Directors' statutory obligations to consider the long term consequences of the Company's decisions. How the long-term focus of the Company is achieved, is set out in more detail on page 3 and above where the Investment Adviser's approach to environmental, social and governance issues is explained in the section entitled Integration of ESG considerations into the Investment Adviser's investment process. This approach is fundamental

to the Company achieving long-term success for the benefit of all of its stakeholders.

 

As set out in the Annual Report, the Company's corporate purpose is to generate a total return by investing in companies which are developing and implementing solutions for the world's environmental challenges. The Company is also aware of its own potential impact on the environment and has a number of practical policies in place to reduce that impact. Examples include the use and sharing of electronic documents by the board rather than printing documentation and the provision of electronic copies of the annual report and accounts which are available to shareholders and others on the Company website. Where physical copies of the annual and half yearly financial reports are made, they use materials and processes designed to both minimise the environmental impact and to maximise the recycling potential as described in more detail on the inside back cover of this document. The proxy voting form previously printed in the annual report and accounts and posted back to the registrars has been removed and shareholders are invited to vote via the registrar's secure portal. As a result of the COVID-19 pandemic, the majority of board meetings were held virtually, reducing travel and associated pollution. The Board will continue to review its travel arrangements and will seek to minimise physical meetings.

The Directors as a matter of course continue to seek new opportunities and to make use of new technologies and processes that will further enhance environmental operation of the Company.

 

Engagement with stakeholders and the effect on principal decisions

 

The Shareholders - The shareholders of the company are both institutional and retail in nature and details of those with substantial shareholdings are detailed in the Annual Report & Accounts.

.

The board believe that shareholders have a vital role in encouraging a higher level of corporate performance and is committed to listening to the views of its shareholders and giving useful and timely information by providing open and accessible channels of communication including those listed below.

 

The AGM - The company encourages participation from shareholders at its AGMs where they can communicate directly with the directors and investment adviser. Given the environmental ethos of the company shareholders are encouraged to submit their votes by proxy ahead of the meeting, or attend the meeting remotely, rather than attending in person. The board and investment adviser welcome your questions which may be submitted to Magnus.Spence@jupiteram.com . Subject to confidentiality, we will respond to any questions submitted either direct or by publishing our response on the company's website. All views of the shareholders will be taken into consideration and action taken where appropriate.

 

Online Information - The company's website (www.jupiteram.com/JGC) contains the Annual and Half Yearly Financial Report along with monthly factsheets and commentaries and video updates from the investment adviser. The daily NAV per share, monthly top ten portfolio listings, dividend announcements and various regulatory announcements can be found on the regulatory news service of the London Stock Exchange. Jupiter Green Investment Trust PLC JGC Stock | London Stock Exchange

 

Shareholder Communications

Shareholders can raise issues or concerns at any time by writing to the Chairman or the Senior Independent Director at the registered office.

 

Further details about how the board incorporates the views of the company's shareholders in its decision- making process can be found in the UK Stewardship Code and the Exercise of Voting Powers section. Further information about how the board ensures that each director develops an understanding of the views of the company's shareholders and can be found in the section entitled Shareholder Relations of Annual Report & Accounts.

 

 

 

The Investment Adviser

The investment management function is critical to the long-term success of the company. The board and the investment adviser maintain an open and constructive relationship, with meetings taking place a minimum of four times per annum with monthly updates and additional meetings as circumstances require. The Audit Committee meets at least twice a year and as part of its role considers the internal controls put in place by the investment adviser. The 'Management of the company' section in the Annual Report & Accounts details the board's consideration of the investment adviser's performance, its terms of appointment and their annual assessment of its continued stewardship of the portfolio and its oversight of the administrative functions.

 

The day to day responsibilities of the company are delegated to the investment adviser who is the key service provider and supplies investment management, administration and company secretarial services. The investment adviser oversees the activities of the company's other third-party suppliers on behalf of the company and maintains open and collaborative relationships to maintain quality, efficiency and cost control through regular communication with dedicated members of the investment adviser's operational teams. The board regularly reviews reports from its investment adviser, the AIFM, the depositary, the company broker, the investor relations research provider and the auditors. These provide vital information concerning changes in market practice or regulation which affect the company and assist the board in its decision-making process. Representatives from these providers attend company board meetings and give presentations on a regular basis enabling in depth discussions concerning both their findings and their performance.

 

The board reviews the culture and values of the investment adviser as part of its ongoing assessment of its performance to ensure these are aligned to those of the board. Further information on the investment adviser's culture and values can be found in the 'Integration of ESG considerations into the investment adviser's investment process' section.

 

Other Third-Party Suppliers

As an externally managed investment company with no employees or physical assets, the principal stakeholders of the company are its shareholders, investment adviser, AIFM, depositary, custodian, administrator and registrar. The continuance, or otherwise, of engagement of key third-party service providers are principal decisions taken by the board every year.

 

Principal Decisions

The directors take into account the s172 considerations in all material decisions of the company ensuring in board discussions that appropriate attention is given to the short and long- term benefits for stakeholders. Examples of this can be seen as follows:

 

Principal Decisions


Issue

How we engage

Decision

Discount management

The board continues to monitor the company's discount to ensure thatitisinapositiontoissuesharestogrowthecompanywhenmarket conditions allow. In July2021the Board discussed utilising the share buyback programme alongside

the share issuance programme to balance supply and demand and manage the company's discount.

Following discussion at the board

and with the company's broker, the board decided to use the share buy-back programme within agreed parameters. This resulted in a decision to buyback 75,000 ordinary shares of the company on 8 July 2021. During April and May 2021, the Company issued 342,000 shares when the shares were trading at a premium to NAV.

Board evaluation

As referred to in [insert cross ref

to Directors report - performance

evaluation current page 41] the

board has discussed the benefits

of conducting an external board

evaluation as recommended by the

AIC Code of Corporate Governance.

Having carefully considered proposals

from external evaluators, a decision

was made to proceed with Lintstock for the 2022 evaluation.

Board succession

In the previous annual report the company reported the intention of Michael Naylor and Polly Courticetoretireatthecompany'sannual general meeting in 2022. The Board discussed its succession plans at several times during the yearrecognisingthatitisinthebest interests of shareholders to ensureasmoothandorderlysuccession for both Michael Naylor and Polly Courtice.

The board has decided that

Michael Naylor continue as

Chairman for another 5 years.

Although this exceeds the usual

time that a director is appointed

to an Investment Trust he remains

independent of mind and the board

felt that given his skills, experience

and knowledge of the Company he still had more to offer.

 

The board have decided to  appoint Baroness Bryony Worthington in place of Polly Courtice.

Loan

The Company may utilise gearing at the director's discretion for the

purpose of financing the Company's portfolio and enhancing shareholder returns.

The Company engaged with a number of providers to find a suitable loan facility for the Company.

 

As a result a revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million was approved by the Board, and the Investment Adviser has been authorised by the board to draw down for investment purposes.

 

The Loan facility has been drawn down to £3 million of the £5 million facility.

 

 


Annual General Meeting

As a result of the COVID-19

Pandemic the board discussed different ways in which to conduct the company's AGM to ensure shareholders had the opportunity to participate safely in line with public health measures.

The board decided that it would be in the best interests of shareholders and shareholder engagement if the company offered shareholders the opportunity to attend the 2021 AGM and ask questions by

webcast. Following a tender process the company contracted with a third party supplier to provide additional webcast functionality for the 2021 AGM.

The Board discussed and considered repeating the webcast option for the 2022 AGM and decided that it was not in shareholders interests to incur the additional cost given the level of take-up at the 2021 AGM and shareholders preference to attend an in-person AGM. The Board has therefore decided to conduct the 2022 AGM in-person only.

 



Third-Party suppliers

The continuance, or otherwise, of engagement of key third-party service providers are principal

decisions taken by the board every year.

The board decided to make no changes to its principal third party suppliers in the period

 



Geopolitical

Considerations

Given the war in the Ukraine the

Board has considered what impact this may have on the company.

The Board has discussed the investment risks and risks in respect of third parties and has noted that the fund had no exposure to Russian stocks. The board considers that the levels of risk within the company

are acceptable and in line with its investment objective.

 

In Summary

The structure of the board and its various committees and the decisions it makes are underpinned by the duties of the directors under s172 on all matters. The board firmly believes that the sustainable long-term success of the company depends upon taking into account the interests of all the company's key stakeholders.

 

Michael Naylor

Chairman

15 July 2022

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Report and financial statements in accordance with UK adopted International Accounting standards.

 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the return or loss of the Company for that period.

 

In preparing those financial statements, the directors are required to:

 

(a)

select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

(b)

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

(c)

provide additional disclosures when compliance with the specific requirements in IAS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance;

(d)

state that the company has complied with IAS, subject to any material departures disclosed and explained in the financial statements; and

(e)

make judgements and estimates that are reasonable and prudent.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website www.jupiteram.com/JGC. The work carried out by the auditors does not include consideration of the maintenance and integrity of the website and accordingly the auditors accept no responsibility

for any changes that have occurred to the financial statements when they are presented on the website.

 

The financial statements are published on www.jupiteram.com/JGC, which is a website maintained by Jupiter Asset Management Limited.

 

Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

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

 

Each of the directors, confirm to the best of their knowledge that:

 

(a)

the financial statements, prepared in accordance with IAS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company;

 

(b)

the report includes a fair view of the development and performance of the business and the position of the company together with a description of the principal and emerging risks and uncertainties that the company faces; and

 

(c)

in the opinion of the board, the Annual Report and Accounts 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.

 

So far as each Director is aware at the time the report is approved:

 

a) 

there is no relevant audit information of which the Company's Auditors are unaware; and

 

b)

the Directors have taken all steps required of a company director to make themselves aware of any relevant audit information and to establish that the Company's Auditors are aware of that information.

 

By order of the board

 

Michael Naylor

Chairman

15 July 2022

 

 

Statement of Comprehensive Income for the year ended 31 March 2022

 


 

Year ended 31 March 2022   

Year ended 31 March 2021


 

Revenue

Capital

Total

Revenue

Capital

Total


Note

£'000

£'000

£'000

£'000

£'000

£'000

(Loss)/gain on investments at fair value through profit or loss

 

10

 

-

 

(356)

 

(356)

 

-

 

18,032

 

18,032

Foreign exchange gain/(loss)


-

155

155

-

(46)

(46)

Income

3

692

-

692

660

-

660

Total income/(loss)


692

(201)

491

660

17,986

18,646

Investment management fee

4

(102)

(307)

(409)

(77)

(232)

(309)

Other expenses

5

(500)

-

(500)

(390)

(59)

(449)

Total expenses


(602)

(307)

(909)

(467)

(291)

(758)

Net return/(loss) before finance costs and tax


90

(508)

(418)

193

17,695

17,888

Finance costs

7

(10)

(29)

(39)

(9)

(25)

(34)

Return/(loss) on ordinary activities before taxation


 

80

 

(537)

 

(457)

 

184

 

17,670

 

17,854

Taxation

8

(86)

-

(86)

(46)

-

(46)

Net (loss)/return after taxation


(6)

(537)

(543)

138

17,670

17,808

(Loss)/return per ordinary share

9

(0.03)p

(2.51)p

(2.54)p

0.72p

92.54p

93.26p

Diluted (Loss)/return per ordinary share

9

(0.03)p

(2.51)p

(2.54)p

0.71p

90.38p

91.09p

* There is no other comprehensive income and therefore the 'Net return/(loss) after taxation' is the total comprehensive income for the year.

 

The total column of this statement is the income statement of the Company, prepared in accordance with UK adopted international accounting standards.

 

The supplementary revenue return and capital return columns are both prepared under guidance produced by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations.

 

Statement of Financial Position as at 31 March 2021


Notes

2022

2021



£'000

£'000

Non current assets




Investments held at fair value through profit or loss

10

53,776

51,025

Current assets




Prepayments and accrued income

11

157

Cash and cash equivalents


4,614

3,161



3,318

Total assets


54,343

Current liabilities




Other payables

12

(3,181)

(1,039)

Total assets less current liabilities

 

55,390

53,304

Capital and reserves




Called up share capital

15

34

34

Share premium

16

2,465

1,563

Redemption reserve*

17

239

239

Retained earnings*

18

52,652

51,468

Total equity shareholders' funds


53,304

Net Asset Value per ordinary share

19

266.73p

Diluted Net Asset Value per ordinary share

19

258.24p

 

* Under the company's Articles of Association, dividends may be paid out of any distributable reserve of the company.

 

Approved by the board of directors and authorised for issue on 15 July 2022 and signed on its behalf by:

 

Michael Naylor

Chairman

 

Company Registration Number 05780006

 

Statement of Changes in Equity for the year ended 31 March 2022

 

 

Share

Share

Redemption

Retained

 

For the year ended

Capital

Premium*

Reserve

Earnings

Total

31 March 2022

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2021

34

1,563

239

51,468

53,304

Net loss for the year

-

-

-

(543)

(543)

Dividend paid

-

-

-

(137)

(137)

Ordinary shares reissued from treasury

-

902

-

2,052

2,954

Ordinary shares repurchased

-

-

-

(188)

(188)

Balance at 31 March 2022

34

2,465

239

52,652

55,390

 

Dividends paid during the period were paid out of revenue reserves.

 

 

Share

Share

Redemption

Retained

 

For the year ended

Capital

Premium*

Reserve

Earnings

Total

31 March 2021

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2020

34

29,748

239

2,560

32,581

Net return for the year

-

-

-

17,808

17,808

Dividends paid

-

-

-

(244)

(244)

Ordinary shares reissued from treasury

-

1,563

-

1,596

3,159

Transfer to capital account in retained earnings

-

(29,748)

-

29,748

-

Balance at 31 March 2021

34

1,563

239

51,468

53,304

 

Dividends paid during the period were paid out of revenue reserves.

 

* In order to simplify the presentation of the capital and reserves of the company, the balance on the share premium £29.7 million, transferred to the capital account of the retained earnings during the year ended 31 March 2021. This transfer had no impact on the level of distributable reserves or on the net assets of the company.

 

Cash Flow Statement for the year ended 31 March 2020


 

2022

2021


Notes

£'000

£'000

Cash flows from operating activities




Investment income received (gross)


693

677

Deposit interest received


1

-

Investment management fee paid


(438)

(289)

Other cash expenses


(455)

(456)

Interest paid


(39)

(33)

Net cash (outflow)/ inflow from operating activities before taxation


(238)

(101)

Taxation


(86)

(46)

Net cash (outflow)/inflow from operating activities

20

(324)

(147)

Net cash flows from investing activities




Purchases of investments


(14,268)

(10,606)

Sale of investments


11,161

9,541

Net cash (outflow)/inflow from investing activities


(3,107)

(1,065)

Cash flows from financing activities




Shares repurchased


(188)

-

Shares reissued from treasury


2,954

3,159

Drawdown of short-term bank loan


2,100

900

Equity dividends paid


(137)

(244)

Net cash inflow/(outflow) from financing activities

21

4,729

3,815

Increase in cash


1,298

2,603

Change in cash and cash equivalents




Cash and cash equivalents at start of year 


3,161

604

Realised (loss)/ gain on foreign currency


155

(46)

Cash and cash equivalents at end of year

 

4,614

3,161

Notes to the accounts

 

1.  Accounting policies

 

The Accounts comprise the financial results of the Company for the year to 31 March 2022. The Accounts are presented in pounds sterling, as this is the functional currency of the Company. The Accounts were authorised for issue in accordance with a resolution of the directors on 15 July 2022. All values are rounded to the nearest thousand pounds (£'000) except where indicated.

 

The accounts have been prepared in accordance with UK adopted International Accounting Standards.

 

Where presentational guidance set out in the Statement of Recommended Practice (SORP) for Investment Trusts issued by the Association of Investment Companies (AIC) in April 2021 is consistent with the requirements of UK adopted International Accounting Standards, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

 

Basis of preparation

In preparing these financial statements the Directors have considered the impact of climate change risk as a principal risk as set out in the Annual Report, and have concluded that it does not have a material impact on the Company's investments. In line with IFRS investments are valued at fair value, which for the Company are quoted prices for the investments

 

in active markets at the Balance Sheet date and therefore reflect market participants view of climate change risk.

The financial statements have been prepared on a going concern basis. In considering this, the directors took into account the Company's investment objective, risk management policies and capital management policies, the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments and the ability of the Company to meet all of its liabilities and ongoing expenses as for the period to 31 July 2023.

 

(a)  Income recognition

Income includes dividends from investments quoted ex-dividend on or before the date of the Statement of Financial Position.

 

Dividends receivable from equity shares are taken to the revenue return column of the Statement of Comprehensive Income.

 

Special dividends are treated as repayment of capital or as revenue depending on the facts of each particular case.

 

(b)  Presentation of Statement of Comprehensive Income

 

In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the Association of Investment Companies (AIC), supplementary information which analyses the Statement of Comprehensive Income between items of revenue and capital nature has been presented alongside the statement.

 

An analysis of retained earnings broken down into revenue (distributable) items and capital (distributable) items is given in Note 19 in the Annual Report & Accounts. Investment Management fees and finance costs are charged 75 per cent. to capital and 25 per cent. to revenue (2020: 75 per cent. to capital and 25 per cent. to revenue). All other operational costs (including administration expenses to capital) are charged to revenue.

 

(c)  Basis of valuation of investments

Investments are recognised and derecognised on a trade date where a purchase and sale of an investment is under contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, being the consideration given.

 

All investments are classified as held at fair value through profit or loss. All investments are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income in the period in which they arise. The fair value of listed investments is based on their quoted bid price at the reporting date without any deduction for estimated future selling costs.

 

Foreign exchange gains and losses on fair value through profit and loss investments are included within the changes in the fair value of the investments.

 

For investments that are not actively traded and/or where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques. These techniques may draw, without limitation, on one or more of: the latest arm's length traded prices for the instrument concerned; financial modelling based on other observable market data; independent broker research; or the published accounts relating to the issuer of the investment concerned.

 

(d)  Cash and cash equivalents

Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risks of changes in value.

 

(e)  Foreign currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in the Statement of Comprehensive Income within the revenue or capital column depending on the nature of the underlying item.

 

(f)  Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax currently payable is based on 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 periods and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Statement of Financial Position.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised.

 

Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation of capital gains.

 

(g)  Accounting developments

At the date of authorisation of the financial statements, the following amendment to the IAS Standards and Interpretations was assessed to be relevant and is effective for annual periods beginning on or after 1 January 2022:

 

IFRS 3 : Effective for annual reporting periods beginning on or after 1 January 2022 Classification of Liabilities as Current or Non-current - Amendments to UK adopted International Accounting Standards 1. Effective for annual reporting periods beginning on or after 1 January 2023.

 

Definition of Accounting Estimates - Amendments to UK adopted International Accounting Standards IAS 8. Effective for annual reporting periods beginning on or after 1 January 2023.

 

Disclosure of Accounting Policies - Amendments to UK adopted International Accounting Standards IAS 1 and IFRS Practice Statement 2. Effective for annual reporting periods beginning on or after 1 January 2023.

 

Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to UK adopted International Accounting Standards 12. Effective for annual reporting periods beginning on or after 1 January 2023.

 

The directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the financial statements of the Company in future periods.

 

2.  Significant accounting judgements, estimates and assumptions

Management have not applied any significant accounting judgements to this set of Financial Statements or those of the prior period other than the allocation of special dividends received between revenue and capital.

 

The allocation is dependent upon the underlying reason for the payment. Examples of capital events which would result in the dividend being allocated to capital is a return of capital to shareholders or proceeds from the disposal of assets. Examples of revenue events which would result in the dividend being allocated to revenue are the distribution of excess or exceptional profits in the year. The circumstances are reviewed by the manager who determines the appropriate allocation

 

The management make no other significant accounting estimates.

 

3.  Income

 


Year

Year


ended

ended


31 March

31 March


2022

2021


£'000

£'000

Income from investments



Dividends from UK companies

21

59

Dividends from overseas companies

670

601

Deposit interest

1

-

Total income

692

660

 

Special dividends received in the year amounted to £0.06m (2021: £0.01m) allocated to revenue and £nil (2021: £nil) allocated to capital.

 

4.  Investment management fee

 


Year ended 31 March 2022

Year ended 31 March 2021


Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

Investment management fee

102

307

409

77

232

309








 

75% (2021: 75%) of the investment management fee is treated as a capital expense. Details of the investment management contract are given in Note 22.

 

5.  Other charges

 


Year ended 31 March 2022

Year ended 31 March 2021


Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

Directors' remuneration (see page 49)

107

-

107

107

-

107

Auditors' remuneration including VAT - audit

44

-

44

31

-

31

Fund accounting

58

-

58

55

-

55

Broker fees

36

-

36

37

-

37

Registrar services

51

-

51

34

-

34

Professional and legal fees

30

-

30

4

59

63

Public Relations Fee

47

-

47

5

-

5

Other

127

-

127

117

-

117


500

-

500

390

59

449

 

 

6.  Ongoing charges

 


31 March

31 March


2022

2021


£'000

£'000

Investment management fees

409

309

Other expenses

500

449

Total expenses (excluding finance costs)

909

758

Average net assets

58,063

43,800

Ongoing charges %

1.57

1.73

 

 

7.  Earnings per ordinary share

The earnings per ordinary share figure is based on the net loss for the year of £543,000 (2021: net profit £17,808,000) and on 21,416,147 (2021: 19,094,849) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

 

The earnings per ordinary share figure detailed above can be further analysed between revenue and capital, as below.


Year

Year


ended

ended


31 March

31 March


2022

2021


£'000

£'000

Net revenue profit

(6)

138

Net capital profit/(loss)

(537)

17,670

Net total profit/( loss)

(543)

17,808

Weighted average number of ordinary shares in issue during the year used for the



purposes of the undiluted calculation

21,416,147

19,094,849

Weighted average number of ordinary shares in issue during the year used for the



purposes of the diluted calculation

21,416,147

19,550,233

Undiluted



Revenue earnings per ordinary share

(0.03)p

0.72p

Capital earnings/(losses) per ordinary share

(2.51)p

92.54p

Total earnings/(losses) per ordinary share

(2.54)p

93.26p

Diluted



Revenue earnings per ordinary share

(0.03)p

0.71p

Capital earnings/(losses) per ordinary share

(2.51)p

90.38p

Total earnings/(losses) per ordinary share

(2.54)p

91.09p

 

Any ordinary shares to be issued under the ordinary subscription rules were anti-dilutive for the year ended 31 March 2022.

 

8.  Related parties

Jupiter Unit Trust Managers Limited ('JUTM'), the Alternative Investment Fund Manager, is a company within the same group as Jupiter Asset Management Limited ('JAM'), the investment adviser. JUTM receives an investment management fee as set out below.

 

JUTM is contracted to provide investment management services to the company subject to termination by not less than twelve months' notice by either party. The basis for calculation of the management fee charged to the company was adjusted with effect from 1 June 2018 from 0.75% of net assets per annum to a tiered fee amounting to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to £250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of any Jupiter managed investments.

 

The management fee payable to JUTM for the period 1 April 2021 to 31 March 2022 was £409,172 (year to 31 March 2021: £309,169) with £33,296 (31 March 2021: £62,307) outstanding at period end.

 

The company has invested from time to time in funds managed by Jupiter Fund Management PLC or its subsidiaries. There were no such investments at the year-end (31 March 2020: £340,560). No investment management fee is payable by the company to Jupiter Asset Management Limited in respect of the company's holdings in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited, receives fees as investment manager or investment adviser.

 

There are no transactions with the Directors other than aggregated remuneration for services as Directors as disclosed in the Directors' Remuneration Report.

 

The Company has invested from time to time in funds managed by Jupiter Fund Management PLC or its subsidiaries. There were no such investments at the year end (31 March 2021: Nil). No investment management fee is payable by the Company to Jupiter Asset Management Limited in respect of the Company's holdings

in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited, receives fees as investment manager or Investment Adviser.

 

All transactions with related parties were carried out on an arm's length basis.

 

9.  Contingent liabilities and capital commitments

There were no contingent liabilities or capital commitments at 31 March 2021 (2020: Nil).

 

10.  Post balance sheet events

Since the year end (1 April to July 2022) 88,487 ordinary shares were repurchased to be held in treasury and 2,567 ordinary shares were re-issued from treasury.

 

11.  Annual Results

This Annual Results announcement does not constitute the company's statutory accounts for the years ended 31 March 2021 and 31 March 2022 but is derived from those accounts. Statutory accounts for the year ended 31 March 2021 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 March 2021 and the year ended 31 March 2022 both received an audit report which was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not include statements under Section 498 of the Companies Act 2006 respectively. The statutory accounts for the year ended 31 March 2022 have not yet been delivered to the Registrar of Companies and will be delivered following the Annual General Meeting .

 

The Annual General Meeting of the Company will be held on Wednesday, 7 September 2022.

 

12.  Availability of Annual Report and Accounts

 

A copy of the Annual Report & Accounts will also be available for download from the company's section of Jupiter Asset Management's website www.jupiteram.com/JGC

 

A copy of the Annual Report & Accounts will also be submitted to the FCA's National Storage Mechanism and will soon be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

The Annual Report and Accounts will shortly be posted to those registered shareholders who have elected to receive a hard copy.

 

For further information, please contact:

Magnus Spence

Head of Investment Trusts & Alternatives

Jupiter Asset Management Limited, Company Secretary

investmentcompanies@jupiteram.co m

020 3817 1000

15 July 2022

 

[END]

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