POLAR CAPITAL GLOBAL FINANCIALS TRUST PLC
ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 30 NOVEMBER 2014
THIS ANNOUNCEMENT CONTAINS REGULATED INFORMATION
3 February 2014
Financial Highlights for the year ended 30 November 2014
Performance (total return) |
|
Net asset value (undiluted) per ordinary share (total return) (note 1) |
9.8% |
Share price per ordinary share |
(2.2)% |
Benchmark Index * |
11.0% |
*MSCI World Financials Index (total return in Sterling) with dividends reinvested |
|
Financials
|
|
30 November 2014 |
30 November 2013 |
% Change |
Net asset value per ordinary share |
Undiluted |
109.06p |
101.66p |
+7.3 |
|
Diluted |
109.06p |
101.66p |
+7.3 |
Share price |
|
|
|
|
Ordinary shares |
|
101.00p |
105.75p |
(4.5) |
Subscription shares (note 3) |
|
9.38p |
16.75p |
(44.0) |
Shares in issue |
|
|
|
|
Ordinary shares |
|
174,600,000 |
166,750,000 |
+4.7 |
Subscription shares |
|
30,600,000 |
30,600,000 |
- |
Expenses
Ongoing Charges (note 4) |
|
1.09% |
1.16% |
|
Dividends
The Company has paid/declared the following dividends relating to the financial year ended 30 November 2014:
Pay Date |
Amount per ordinary share |
Record Date |
Ex-Date |
Declared date |
22 August 2014 |
1.75p |
01 August 2014 |
30 July 2014 |
24 July 2014 |
27 February 2015 |
1.35p |
13 February 2015 |
12 February 2015 |
03 February 2015 |
The Company has paid the following dividend relating to the financial period ended 30 November 2013:
Pay Date |
Amount per ordinary share |
Record Date |
Ex-Date |
Declared date |
31 March 2014 |
0.68p |
14 March 2014 |
12 March 2014 |
04 March 2014 |
Note 1 The total return NAV performance for the year is calculated by reinvesting the dividends in the assets of the Company from the relevant pay date.
Note 2 There is no difference between the diluted and undiluted net asset values as the conversion price is higher than the NAV per share.
Note 3 Subscription shares were issued free to investors on 1 July 2013 on the basis of one subscription share for every five ordinary shares.
Note 4 Ongoing charges represents the total expenses of the Company, excluding finance costs, expressed as a percentage of the average daily net asset value, in accordance with AIC guidance issued in May 2012.
Data sourced by HSBC Securities Services Limited and Polar Capital LLP.
Chairman's Statement
Dear Shareholders
I am very pleased to submit our Annual Report for the year to 30 November 2014 and to announce that the Company has met its target, set out in the prospectus, of paying a 3.1p dividend to shareholders in respect of its first full financial year.
This has been a year of contrasting fortunes for the Company's NAV and its share price. While the NAV rose decidedly, the Company's ordinary share price fell over the year by 4.5%. As a result, the Company's ordinary share price, which had started the financial year at a modest premium to NAV, finished the year trading at a 7.4% discount to NAV as sentiment towards the sector vitiated. The Board has given authority and guidance to the Investment Manager to purchase shares in the market when appropriate.
Performance
During the year under review, our Investment Manager generated an NAV total return of 9.8%. This compares favourably with the absolute return of other collective vehicles focusing on the financial sector that have experienced either more modest gains or, in some cases, significant losses. It also compares well against the total return of 4.7%
for the UK All Share index in the same period.
Against the Company's benchmark, the MSCI World Financials Index, there was an underperformance over the year of 1.2% after fees. Eleven months of good performance relative to the benchmark were reversed in one month. In October, a surge in the value of the US dollar and US financials relative to the Euro and European financials resulted in an underperformance of NAV relative to benchmark of 2.4%. The Investment Manager has maintained an underweight position in US financials in favour of other regions, including Europe, with the Company positioned to benefit from the completion of the ECB's latest asset quality review and stress test. Although the final results were encouraging, with very modest amounts of fresh capital required by a small number of banks, the response from the equity markets was disappointing. Instead, markets decided to focus on the near term outlook for the European economy relative to the US, sending US stocks and the dollar higher relative to other currencies and markets.
The Board has discussed in detail these developments with the Investment Manager. Although October's performance relative to benchmark was disappointing, the Board acknowledges that this represents a single month's unusual volatility and recognises the steady and more consistent outperformance over the greater part of the year. The Investment Manager's view that European financials offer better long term value, combined with the need to generate a reasonable level of income as per the Trust's investment objectives, have led to the Trust being underweight US financials relative to European and other regional markets.
The Board remains confident in the Investment Manager's ability to deliver long-term performance. More detail on performance and its contributors is given in the Investment Manager's report.
As noted above, the Company's ordinary share price has significantly lagged the Company's NAV. As a result the share price has moved from a small premium to NAV at the beginning of the year to a discount of 7.4% at the end of the financial year. This reflected a deterioration in sentiment towards the sector that occurred mainly over the spring and summer months. Sentiment wilted under a fresh series of punitive fines and investigations into US and European banks coming at the same time as the market awaited the ECB's asset quality review and a softening of growth expectations in emerging markets.
Share Capital
The Company started its financial year with 166,750,000 ordinary shares in issue. Strong interest in the Company following launch continued into the first part of the financial year, resulting in the Board issuing further new ordinary shares in keeping with its objectives of managing the share price premium, improving liquidity and minimising the total expense ratio when possible. This took the number of ordinary shares in issue to a peak of 177,200,000 in May 2014.
Following the deterioration in sentiment towards the sector, modest selling in the Company's shares led to a discount appearing for the first time. During the summer, with market liquidity low, the discount widened to a level where the Board felt it was appropriate for the Company to buy back shares. The Board worked with the Investment Manager and the Company's broker to purchase the Company's ordinary shares on four occasions. In total the Company purchased 2,600,000 shares at prices between 96.0p and 98.5p. Since the year end, a further 450,000 shares have been bought back. These purchases have been accretive to existing shareholders, as all shares purchased have been cancelled.
The Company does not pursue a formal discount control mechanism but the Board monitors the discount and market conditions and determines any appropriate action. The Board will continue to use discretion to enable the Company to buyback further shares as and when it sees fit, in the best interests of all shareholders. The total number of ordinary shares outstanding at the end of the financial year was 174,600,000. The number of subscription shares has remained unchanged over the year at 30,600,000.
Dividend
At the time of the Company's launch the Board indicated that it targeted a total dividend of 3.1p per ordinary share for its first full financial year. In March, the Company paid an interim dividend (in respect of the period ended 30 November 2013) of 0.68p per share and in August the Company paid an interim dividend of 1.75p per ordinary share in respect of the year under review. I am pleased to report that the Board has authorised a dividend of 1.35p per share payable to shareholders on the register as at 13 February 2015, to be paid on 27 February 2015. This dividend, together with the 1.75p per ordinary share paid in August, amounts to the 3.1p per ordinary share anticipated for our first full financial year.
The Company is aiming to pursue a policy of dividend growth, although there is no guarantee that this can be achieved. The Board monitors, with the Investment Manager, the prospects for dividends from its equity holdings, interest income from cash and fixed income securities, and the potential to earn additional revenue from writing options. During the year, the Board agreed to accelerate the timing of dividend payments, which continue to be paid twice a year but are now paid in February and August, rather than March and September as envisaged in the prospectus.
Costs
The Board places a high priority on controlling the Company's costs. At launch we had estimated an Ongoing Charges ratio of 1.27%. In our initial, partial financial year we achieved a ratio of 1.16%. I am pleased to report that this has fallen further in our first full financial year to 1.09%. The Board will continue to monitor costs closely to ensure value for money and an appropriate quality of services.
Regulation
As was flagged in my interim statement, pursuant to the requirements of the Alternative Investment Fund Investment Managers Directive, we formally appointed Polar Capital LLP as our Alternative Investment Fund Investment Manager and HSBC as our Depositary in July last year.
Outlook
Sentiment towards the sector was volatile in 2014. However, we believe that the progression of the sector's underlying fundamentals has been consistent with the rationale set out at the time of the Company's launch. In particular, in the banking sector the recently completed asset quality review (AQR) has confirmed that European banks have made substantial progress in strengthening capital bases and cleaning up balance sheets. The amounts of additional capital required to satisfy the stress scenario are very small in the context of the European banking system and have been covered in large part since the completion of the AQR. At the same time as strengthening capital bases, banks in Europe and the US have made great strides in rationalising costs and improving the quality of their loan books. This is having positive effects on profitability and will support dividend growth. Stronger balance sheets, growing dividends and buybacks, growth opportunities in emerging markets, and attractive valuations continue to provide the positive prospects for a re-rating of the financial sector. This should continue to support growth in the Company's Net Asset Value and help it achieve its policy of growing dividends at the same time.
Sentiment has held back the performance of the share price. This has not been helped by a string of high publicity punitive fines by regulators on a number of banks. It is not possible to say if and when this will come to an end. Although further punitive actions may be a short term risk factor, we believe that the increased regulation and transparency of financial institutions since the banking crisis are reducing the long term risk of poor behaviour and weak governance. Better cultures and management performance are part of the recovery and re-rating story, as well as a driver for a recovery in sentiment for this sector. The Investment Manager's confidence in the outlook is reflected in the Company's low cash position and the use of its leverage discretion to increase exposure to attractive opportunities.
Annual General Meeting
The Company's second Annual General Meeting will be held at noon on 29 April 2015 at the offices of our brokers Panmure Gordon, One New Change, London, EC4M 9AF. This will give shareholders an opportunity to hear a presentation from our Investment Manager and to meet the Board. My fellow Directors and I look forward to meeting you there and discussing the performance of your Company. We very much value your support and feedback.
Robert Kyprianou
3 February 2015
Investment Manager's Report
For the year to 30 November 2014
Performance
The twelve month period covered by this report was an excellent one for equity markets with the MSCI World Index rising by 14.8%*, largely as a result of a very strong performance from the US equity market. This rose by 22.4%* as illustrated by the S&P 500 Index, vastly outstripping the returns of most other equity markets. For example, European equity markets and Japanese equity markets rose by only 5.8%* and 3.3%* respectively, as illustrated by the STOXX Europe 600 Index and the TOPIX. Against this background, while financials performed well they lagged the underlying rise in equity markets with our benchmark index, the MSCI World Financials Index, rising by 11.0%.
The Trust's net asset performance was good in the first half of the year, but this was held back by disappointing performance in the second half with the result that over the whole year the net asset value total return of 9.8% was less than that of our benchmark index. A large part of this underperformance can be explained by our underweighting of US financials but also to a lesser degree our overweight position towards European financials. US constitutes 44.6% of the MSCI World Financials Index while Europe constitutes 29.2% (Europe has a larger economy). The Trust has a 25.3% and 42.1% (including the UK) weighting respectively.
Our exposure to Asia and very limited exposure to Japan were very helpful to performance but insufficient to offset the relative weakness elsewhere. At a country level, having no exposure to Germany (which underperformed) helped performance, but a small exposure to Russia dragged on performance. Conversely our fixed-income exposure has been a positive contributor to relative performance. Currency overall has had little impact. Although the US dollar rose versus sterling, exacerbating our underweight position, it has been mostly offset by our limited exposure to other currencies that were very weak such as the Japanese Yen.
The reason for our current positioning reflects that, although we are positive on the US, we see significantly more upside in the long-term from other regions. The income bias of the Trust would also make it very difficult to hold a weighting close to that of our benchmark as many US financials, although with some exceptions, prefer to buyback shares for cancellation as opposed to having higher dividend payout ratios. The MSCI World Financials Index has a dividend yield of 2.7% versus our historic portfolio yield of around 3.8%.
At a sector level we have been underweight REITs with a 6.1% weighting relative to the MSCI World Financials Index of 15.0%. We have struggled to find value within US REITs which constitute 7.7% of the Index. All of our exposure is through a number of Singapore and Hong Kong listed REITs which have performed well but not as well as their US counterparts, which rose by 34.3%* over the period. Our exposure to asset managers has also performed less well over the last year despite largely buoyant financial markets.
Market Review
As highlighted above, regionally the strongest performance over the last year was the US, albeit there were some smaller equity markets that performed better. Our largest three holdings, PNC, JP Morgan and Wells Fargo all performed well. Outside of investment banking, where revenues were weaker, revenues were largely flat as growth in loans was offset by margin pressure. Earnings rose as loan loss provisions and operating costs fell. In line with the underlying equity market, large banks benefited from a small rerating in their share prices.
We have had limited exposure to regional banks and they did not perform as well over the last twelve months rising by only 5.3%* as compared to large banks which rose by 14.5%* as illustrated by KBW's US bank indices. This was in part as regional banks are seen as the biggest beneficiaries of rising interest rates, and as expectations for interest rates were put back then their share prices suffered.
We took advantage of this weakness by purchasing a new holding towards the end of the year in EastWest Bancorp a mid-sized regional bank headquartered in Los Angeles which is growing strongly.
Other large holdings that performed well included ACE, the property & casualty insurer, Blackstone, the alternative asset manager, Discover Financial Services, which is one of the largest credit-card issuers in the US and Marsh & McLennan, which owns a number of leading insurance and consulting businesses including Guy Carpenter, Mercer and Oliver Wyman. Our holdings in business development companies had a mixed performance. We reduced our holdings in JP Morgan, Wells Fargo and PNC following strong performance while we also sold a holding in PartnerRe, a property & casualty insurer.
Europe, especially if including our UK and Eastern Europe exposure, is by far our largest exposure regionally. Although European financials performed well in the first six months of the Trust's financial year sentiment towards European banks took a hit in the middle of the year. Share prices fell on the back of the culmination of fines, litigation, uncertainty in the run-up to stress tests on the banking system with the final straw probably being the collapse of Banco Espirito Santo, one of Portugal's largest banks. Weaker economic data, exacerbated by the crisis in Ukraine, further undermined sentiment.
Although we had taken profits in some of our European holdings such as Hellenic Exchanges and Azimut following strong performance we felt that the poor performance in European banks was an opportunity to add to our exposure. They continue to trade at a significant discount to their US peers as well as underlying equity markets which we would argue is not warranted. They have also given up all their outperformance following the statement by the President of the European Central Bank (ECB), Mario Draghi, 'to do whatever it takes' at the height of the Eurozone crisis. As well as adding to a number of holdings we purchased a new holding in ING, the Dutch bank.
Asian and Emerging equity markets with some notable exceptions, such as Russia, performed very well over the period, in particular India in the run-up and post the election of Modi, but also Thailand, Indonesia and Philippines. Two of our three best performing holdings were emerging market banks, namely Bank Rakyat Indonesia and Security Bank, a Philippine bank. Our other best performing holding was an emerging market focused fund manager listed in the UK. Following strong performance we reduced some of our emerging market exposure, reducing holdings in Siam Commercial, a Thai bank, Security Bank and selling our holding in Bajaj Finance, an Indian consumer finance company.
Towards the end of the year we made a small investment into a new start-up digital-only bank, called Atom Bank (Atom), which is in the process of applying for its banking licence with the aim of launching services in the UK in the second-half of 2015. Atom's CEO is the former CEO of First Direct (part of HSBC), its chairman is one of the founders of Metro Bank and Lord McFall, a former chairman of the Treasury Select Committee is also on its board. During the year we also purchased a holding in One Savings Bank (formerly Kent Reliance Building Society) one of the so-called 'challenger banks' on its listing, which has been growing strongly in buy-to-let lending.
Outlook
The sector's performance correlates very strongly, not surprisingly, with the underlying performance of the economies and financial markets in which its companies operate. If expectations for growth pick up, as some leading indicators are pointing towards, than the sector will perform well and should outperform underlying equity markets. Furthermore, if this leads to higher interest rates, then that will be beneficial for the sector as it should lead to higher earnings through margin expansion. Finally some of the negative headwinds of fines and litigation should start to dissipate over the coming year.
Other key drivers include the longer-term impact of technology on the sector. Over recent years there has been a significant shift from customers using branches and call centres to using on-line and mobile banking which is significantly less costly to service. McKinsey have estimated that banks could cut their cost-income ratios by 7 percentage points, largely by reducing and downsizing their branch networks which would provide a significant boost to profitability. As an example, Swedbank, one of Sweden's largest banks and a holding in the Trust has announced a cut in its cost base from 17.5bn krona to 16.0bn krona, largely due to these shifts.
Stress tests are likely to become an annual phenomenon, which should underpin an improvement in sentiment towards the sector, although it still remains very negative towards European banks despite the ECB's asset quality review and stress tests in which the vast majority of banks were given a clean bill of health. There is also likely to be further tweaking of the regulatory framework for banks, which we see as a positive, but which will no doubt continue to generate some uncertainty in the shorter-term and
create more headlines despite having no material impact on earnings.
Nevertheless, we consider that the negative sentiment that surrounds the sector is overstated as it is largely focused on a small number of large banks. There are a significant number of other banks and other financial companies that are growing strongly and without legacy issues, at odds with perceptions of the sector. Reflecting our positive view, in August, we took the opportunity to partially drawdown on the Company's borrowing facility with ING, reducing our cash balances in the process and adding to our holdings across the portfolio.
Nick Brind and John Yakas
Polar Capital Partners LLP
3 February 2015
*All performance figures are total return in Sterling
Portfolio as at 30 November 2014
|
|
Investment |
Sector |
Geographical Exposure |
Market Value |
% of |
||
2014 £'000 |
2013 £'000 |
2014 |
2013 |
|||||
1 |
(2) |
PNC Financial Services |
Banks |
North America |
5,585 |
4,627 |
2.9% |
2.7% |
2 |
(1) |
JP Morgan Chase |
Banks |
North America |
5,572 |
4,978 |
2.9% |
2.9% |
3 |
(3) |
Wells Fargo |
Banks |
North America |
5,482 |
4,163 |
2.9% |
2.5% |
4 |
(9) |
ACE |
Insurance |
Europe |
5,112 |
3,608 |
2.7% |
2.1% |
5 |
(20) |
Discover Financial Services |
Diversified Financials |
North America |
4,814 |
2,928 |
2.5% |
1.7% |
6 |
(8) |
Societe Generale |
Banks |
Europe |
4,597 |
3,694 |
2.4% |
2.2% |
7 |
(11) |
Sampo |
Insurance |
Europe |
4,437 |
3,421 |
2.3% |
2.0% |
8 |
(7) |
UBS |
Diversified Financials |
Europe |
4,392 |
3,823 |
2.3% |
2.3% |
9 |
(12) |
Toronto-Dominion Bank |
Banks |
North America |
4,299 |
3,279 |
2.3% |
1.9% |
10 |
(10) |
Citigroup |
Banks |
North America |
4,136 |
3,554 |
2.2% |
2.1% |
Top 10 investments |
|
48,426 |
|
25.4% |
|
|||
11 |
(4) |
DNB |
Banks |
Europe |
4,065 |
3,976 |
2.1% |
2.3% |
12 |
(5) |
BNP Paribas |
Banks |
Europe |
4,032 |
3,926 |
2.1% |
2.3% |
13 |
(19) |
US Bancorp |
Banks |
North America |
3,882 |
2,933 |
2.0% |
1.7% |
14 |
|
Intesa |
Banks |
Europe |
3,869 |
- |
2.0% |
- |
15 |
(16) |
KBC |
Banks |
Europe |
3,808 |
3,055 |
2.0% |
1.8% |
16 |
(6) |
Barclays |
Banks |
United Kingdom |
3,800 |
3,869 |
2.0% |
2.3% |
17 |
(23) |
Marsh & McLennan |
Insurance |
North America |
3,614 |
2,708 |
1.9% |
1.6% |
18 |
(38) |
Fortune REIT |
Real Estate |
Asia (ex Japan) |
3,528 |
2,106 |
1.9% |
1.2% |
19 |
(17) |
Swedbank |
Banks |
Europe |
3,439 |
3,051 |
1.8% |
1.8% |
20 |
(15) |
Azimut |
Diversified Financials |
Europe |
3,409 |
3,090 |
1.8% |
1.8% |
Top 20 investments |
|
85,872 |
|
45.0% |
|
|||
21 |
(35) |
Credit Suisse |
Banks |
Europe |
3,405 |
2,370 |
1.8% |
1.4% |
22 |
(22) |
AXA |
Insurance |
Europe |
3,373 |
2,725 |
1.8% |
1.6% |
23 |
(31) |
Direct Line Insurance |
Insurance |
United Kingdom |
3,313 |
2,524 |
1.7% |
1.5% |
24 |
(18) |
Sumitomo Mitsui Financial |
Banks |
Japan |
3,273 |
3,018 |
1.7% |
1.8% |
25 |
(21) |
Allianz |
Insurance |
Europe |
3,272 |
2,790 |
1.7% |
1.7% |
26 |
(13) |
Jammu & Kashmir* |
Banks |
Asia (ex Japan) |
3,266 |
3,268 |
1.7% |
1.9% |
27 |
(26) |
HSBC Holdings |
Banks |
Asia (ex Japan) |
3,075 |
2,692 |
1.6% |
1.6% |
28 |
(37) |
Frasers Commercial Trust |
Real Estate |
Asia (ex Japan) |
3,050 |
2,115 |
1.6% |
1.3% |
29 |
|
ING Groep Certificates |
Banks |
Europe |
3,046 |
- |
1.6% |
- |
30 |
(66) |
Cembra Money Bank |
Diversified Financials |
Europe |
3,001 |
844 |
1.6% |
0.5% |
Top 30 investments |
117,946 |
|
61.8% |
|
||||
31 |
|
Main Street Capital |
Diversified Financials |
North America |
2,945 |
- |
1.5% |
- |
32 |
(28) |
Blackstone |
Diversified Financials |
North America |
2,910 |
2,591 |
1.5% |
1.5% |
33 |
(34) |
First Republic Bank |
Banks |
North America |
2,877 |
2,417 |
1.5% |
1.4% |
34 |
(33) |
Siam Commercial Bank |
Banks |
Asia (ex Japan) |
2,813 |
2,455 |
1.5% |
1.4% |
35 |
(30) |
Frasers Centrepoint Trust |
Real Estate |
Asia (ex Japan) |
2,785 |
2,543 |
1.5% |
1.5% |
36 |
|
OneSavings Bank |
Banks |
United Kingdom |
2,761 |
- |
1.4% |
- |
37 |
(32) |
Komercni Banka |
Banks |
Eastern Europe |
2,627 |
2,465 |
1.4% |
1.5% |
38 |
|
P2P Global Investments |
Diversified Financials |
United Kingdom |
2,607 |
- |
1.4% |
- |
39 |
(55) |
Bank Rakyat Indonesia |
Banks |
Asia (ex Japan) |
2,593 |
1,521 |
1.4% |
0.9% |
40 |
|
TBC Bank |
Banks |
Eastern Europe |
2,539 |
- |
1.3% |
- |
Top 40 investments |
|
145,403 |
|
76.2% |
|
|||
41 |
(40) |
Turkiye Sinai Kalkinma Bank |
Banks |
Eastern Europe |
2,506 |
2,051 |
1.3% |
1.2% |
42 |
(41) |
Solar Capital |
Diversified Financials |
North America |
2,463 |
2,012 |
1.3% |
1.2% |
43 |
|
CETIP |
Diversified Financials |
Latin America |
2,262 |
- |
1.2% |
- |
44 |
(54) |
E Sun Financial |
Banks |
Asia (ex Japan) |
2,259 |
1,593 |
1.2% |
0.9% |
45 |
(24) |
Cielo |
Diversified Financials |
Latin America |
2,223 |
2,698 |
1.2% |
1.6% |
46 |
(60) |
Novae |
Insurance |
United Kingdom |
2,216 |
1,184 |
1.2% |
0.7% |
47 |
|
JZ Capital Partners 6% |
Fixed Income |
Fixed Income |
2,103 |
- |
1.1% |
- |
48 |
|
Mapletree Commercial |
Real Estate |
Asia (ex Japan) |
2,080 |
- |
1.1% |
- |
49 |
|
East West Bancorp |
Banks |
North America |
2,054 |
- |
1.1% |
- |
50 |
(44) |
Lloyds Bank 13% Bond |
Fixed Income |
Fixed Income |
2,006 |
1,886 |
1.1% |
1.1% |
Top 50 investments |
167,575 |
|
88.0% |
|
||||
51 |
(69) |
Nationwide Building Society 10.25% Bond |
Fixed Income |
Fixed Income |
1,970 |
750 |
1.0% |
0.4% |
52 |
(56) |
Security Bank |
Banks |
Asia (ex Japan) |
1,955 |
1,467 |
1.0% |
0.9% |
53 |
(63) |
Arrow Global |
Diversified Financials |
United Kingdom |
1,931 |
1,066 |
1.0% |
0.6% |
54 |
(68) |
City of London Investment Group |
Diversified Financials |
United Kingdom |
1,886 |
805 |
1.0% |
0.5% |
55 |
(47) |
Cloverie PLC Zurich VRN Bond |
Fixed Income |
Fixed Income |
1,820 |
1,766 |
1.0% |
1.0% |
56 |
(49) |
Investec Bank 9.625% Bond |
Fixed Income |
Fixed Income |
1,812 |
1,718 |
1.0% |
1.0% |
57 |
(57) |
Phoenix Life 7.25% Bond |
Fixed Income |
Fixed Income |
1,789 |
1,418 |
0.9% |
0.8% |
58 |
(43) |
Oaktree Capital |
Diversified Financials |
North America |
1,774 |
1,951 |
0.9% |
1.2% |
59 |
(46) |
Barclays Bank 14% Bond |
Fixed Income |
Fixed Income |
1,753 |
1,774 |
0.9% |
1.1% |
60 |
(53) |
Old Mutual 8% Bond |
Fixed Income |
Fixed Income |
1,648 |
1,597 |
0.9% |
0.9% |
Top 60 investments |
185,913 |
|
97.6% |
|
||||
61 |
(25) |
Bank of Georgia |
Banks |
Eastern Europe |
1,620 |
2,698 |
0.8% |
1.6% |
62 |
|
Sparebank SMN |
Banks |
Europe |
1,421 |
- |
0.7% |
- |
63 |
(27) |
Hellenic Exchanges |
Diversified Financials |
Europe |
1,364 |
2,676 |
0.7% |
1.6% |
64 |
(59) |
Friends Life 8.25% Bond |
Fixed Income |
Fixed Income |
1,323 |
1,225 |
0.7% |
0.7% |
65 |
(65) |
Sparebank SR Bank |
Banks |
Europe |
1,255 |
922 |
0.7% |
0.5% |
66 |
|
Moscow Exchange |
Diversified Financials |
Eastern Europe |
1,235 |
- |
0.6% |
- |
67 |
(61) |
Societe Generale 9.375% Bond |
Fixed Income |
Fixed Income |
1,119 |
1,137 |
0.6% |
0.7% |
68 |
|
Atom Bank (unquoted) |
Banks |
United Kingdom |
500 |
- |
0.3% |
- |
69 |
|
Ares Capital** |
Diversified Financials |
North America |
241 |
- |
0.2% |
- |
Total Equities & Bonds |
|
|
195,991 |
|
102.9% |
|
||
Contract for difference** |
|
|
(235) |
|
(0.1%) |
|
||
Total investments |
|
|
195,756 |
|
102.8% |
|
||
Other net liabilities (excluding contract for difference) |
|
(5,341) |
|
(2.8%) |
|
|||
Net assets |
|
|
190,415 |
|
100.0% |
|
Figures in brackets denote the comparative ranking as at 30 November 2013.
*Represents holdings in a warrant
** The total market exposure to Ares Capital is £2,865,000, including the market value of a contract for difference on Ares Capital. Refer to Note 27(a)(i).
Geographical Exposure* |
Company |
Benchmark |
||
30 November 2014 |
30 November 2013 |
30 November 2014 |
30 November 2013 |
|
Europe |
32.1% |
25.9% |
19.8% |
20.3% |
North America |
27.6% |
25.9% |
51.1% |
47.8% |
Asia (ex-Japan) |
14.5% |
15.2% |
12.4% |
13.0% |
United Kingdom |
10.0% |
8.6% |
9.4% |
10.0% |
Fixed Income |
9.2% |
8.4% |
- |
- |
Eastern Europe |
5.4% |
7.8% |
- |
- |
Latin America |
2.4% |
2.3% |
- |
- |
Japan |
1.7% |
1.8% |
7.3% |
8.9% |
Contract for difference |
(0.1%) |
- |
- |
- |
Other net (liabilities)/assets |
(2.8%) |
4.1% |
- |
- |
Total |
100.0% |
100.0% |
100.0% |
100.0% |
Sector Exposure* |
Company |
Benchmark |
||
30 November 2014 |
30 November 2013 |
30 November 2014 |
30 November 2013 |
|
Banks |
53.6% |
50.7% |
47.1% |
44.2% |
Diversified Financials |
20.7% |
17.3% |
18.2% |
22.4% |
Insurance |
13.3% |
14.2% |
19.7% |
20.0% |
Fixed Income |
9.2% |
8.4% |
- |
- |
Real Estate |
6.1% |
5.3% |
15.0% |
13.4% |
Contract for difference |
(0.1%) |
- |
- |
- |
Other net (liabilities)/assets |
(2.8%) |
4.1% |
- |
- |
Total |
100.0% |
100.0% |
100.0% |
100.0% |
Market Cap |
30 November 2014 |
30 November 2013 |
Large (>US$5bn) |
68.6% |
72.1% |
Medium (US$0.5bn - US$5bn) |
27.9% |
26.8% |
Small (<US$0.5bn) |
3.5% |
1.1% |
Total |
100.0% |
100.0% |
*Based on the net assets as at 30 November 2014 of £190.4m (2013:£169.5m).
Strategic Report
The Company is required by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out a report to shareholders outlining a fair review of the strategy and performance of the Company during the year ended 30 November 2014, the position of the Company at the year end and a description of the principal risks and uncertainties.
Full details of the Investment Manager's activities and its views are given in the Investment Manager's Report. The Board considers that, in order for shareholders to gain a full understanding of the prospects and business of the Company, the Chairman's Statement and the Investment Manager's Report should be read in conjunction with this Strategic Report and the Report of the Directors which follows.
The Strategic Report Section of this annual report, which comprises the Chairman's Statement, the Investment Manager's Report and this Strategic Report, has been prepared solely to provide additional information to shareholders on the Company's strategies and potential for those strategies to succeed. The Strategic Report Section contains certain forward looking statements. These statements are made by the Directors in good faith, based on the information available to them at the time of their approval of this report and such statements should be treated with caution due to inherent uncertainties, including both economic and business risk factors underlying any such forward-looking information.
Future Developments
The Board remains positive on the longer-term outlook for the global financials sector and the Company will continue to pursue its investment objective in accordance with the stated investment policy and strategy. The outlook for future performance is dependent to a significant degree on the world's financial markets and their reactions to economic events and other geo-political forces as well as the regulatory environment. The Chairman's Statement and the Investment Manager's Report comment on the business and the outlook.
Investment Objective and Policy
Objective
The Company's investment objective is to generate a growing dividend income together with capital appreciation by investing in a global portfolio of financials stocks.
Policy
The Company seeks to achieve its objective by investing primarily in a global portfolio consisting of listed or quoted securities issued by companies in the financials sector operating in banking, insurance, property and other sub-sectors.
The portfolio is diversified by geography, industry sub-sector and stock market capitalisation.
The Company may have a small exposure to unlisted and unquoted companies, but in the aggregate, this is not expected to exceed 10% of total assets at the time of investment.
The Company will not invest more than 10% of total assets, at the time of investment, in other listed closed-ended investment companies and no single investment will normally account for more than 10% of the portfolio at the time of investment.
The Company may employ levels of borrowing from time to time with the aim of enhancing returns, subject to an overall maximum of 15% of net assets at the time the relevant borrowing is taken out. Actual levels of borrowing may change from time to time based on the Investment Manager's assessment of risk and reward.
The Company may invest through equities, index-linked and other debt securities, cash deposits, money market instruments, foreign currency exchange transactions, forward transactions, index options and other instruments including derivatives. Forward transactions, derivatives (including put and call options on individual positions or indices) and participation notes may be used to gain exposure to the securities of companies falling within the Company's investment policy or to seek to generate income from the Company's position in such securities, as well as for efficient portfolio management. Any use of derivatives for investment purposes is made on the basis of the same principles of risk spreading and diversification that apply to the Company's direct investments. The Company may hedge exposure to foreign currencies if considered appropriate for efficient portfolio management.
Benchmark
The Company compares the Investment Manager's performance against the MSCI World Financials Index, total return, in Sterling with dividends reinvested. This Index is used to measure the performance of the Company, which does not seek to replicate the index in constructing its portfolio. The portfolio may, therefore, diverge substantially from the constituents of this Index. Although the Company has a benchmark, this is neither a target nor an ideal investment strategy. The purpose of the Benchmark is to set a reasonable return for shareholders above which the Investment Manager is entitled to a share of the extra performance it has delivered.
Performance and Key Performance Objectives
The Board appraises the performance of the Company and the Investment Manager as the key supplier of services to the Company against key performance indicators (KPIs). The objectives comprise both specific financial and shareholder related measures.
KPI |
Control process |
Outcome |
The provision of investment returns to ordinary shareholders measured by long-term NAV total return relative to the Benchmark Index. |
The Board reviews at each meeting the performance of the portfolio and considers the views of the Investment Manager. The Board also receives monthly reports |
The Company's undiluted NAV total return, over the year ended 30 November 2014, was 9.8% while the Benchmark Index over the same period increased by 11.0%. The underperformance is explained in the Chairman's statement and the Investment Manager's Report. |
The achievement of |
Financial forecasts are reviewed to track income and distributions. |
A total of two interim dividends amounting to |
Monitoring and reacting to issues created by the |
The Board receives regular information on the composition of the share register including trading patterns and discount/premium levels of the Company's ordinary shares. The Board discusses and authorises the issue or buy back A daily NAV per share, diluted |
The discount/premium of the ordinary share price to the NAV per ordinary share over the year ended 30 November 2014 ranged from a maximum discount of 11.1% to a premium of 5.7%. In the year ended 30 November 2014, the Since the year end, the Company has bought |
Meeting the requirements of Sections 1158 and 1159 of the Corporation Tax |
The Board receives regular financial information which discloses the current and projected financial position of the Company against each of the tests set out in |
Investment trust status has been granted to the Company subject to the Company continuing to satisfy the conditions of Sections The Directors believe that the conditions and |
Monitoring and managing Ongoing Charges. |
The Board receives regular financial information which discloses expenses against budget. |
Ongoing Charges for the year ended 30 November 2014 were at the rate of 1.09% (period ended 30 November 2013: 1.16%). |
Principal Risks and Uncertainties
In delivering long-term returns to shareholders the identification and monitoring of risk is crucial. In addition to the detailed internal controls set out in the corporate governance report the Board seeks to identify, assess and monitor risks to the Company. The Board maintains a Risk Map and reporting structure with investment limits and restrictions appropriate to the investment objective to monitor and mitigate as far as practical such risks. The Board has identified two principal groups of risks.
The first group relate primarily to economic uncertainties and the Company's particular sphere of activity of investing in worldwide stock markets.
· As the Company's assets comprise mainly listed equities the principal risks to the performance of the business are associated with equity markets and foreign exchange rates. Both share prices and exchange rates may move rapidly and adversely impact the value of the Company's portfolio.
· While the portfolio is diversified across a number of stock markets worldwide, the investment mandate is focused on a single sector and thus the portfolio may be more sensitive to investor sentiment than a non-sector specific investment portfolio.
· Financials companies are subject to many factors that could adversely affect their performance, profitability and share prices including changes in financial market conditions, interest rates, national and international regulations issued by governments and regulators and the worldwide economic environment.
· There is significant exposure to the economic cycles of the markets in which the underlying investments operate.
· The Company's investment portfolio is actively managed. The Investment Managers' investment style focuses primarily on the investment opportunity of individual stocks and, accordingly, may not follow the makeup of the Benchmark. This may result in returns which are not in line with the Benchmark.
The Board mitigates this group of risks through the regular reporting and monitoring of the investment performance including financial information, analytical performance data and attribution presented by the Investment Manager at Board meetings. The composition and diversification of the portfolio including the sales and purchases of investments is also considered. The Board discusses individual investments with the Investment Manager as well as the Investment Manager's general views on the various markets and the financials sector in particular. The Board also considers the investment strategy and has regard to the degree of risk which the Investment Manager incurs in order to generate investment returns.
The second group of business risks take the form of financial, including accounting and taxation, operational, legal and regulatory requirements.
· The financial risks which arise from the Company's investment activities expose it to risks such as market price, credit, liquidity, foreign currency and interest rates.
· The operational and accounting risks cover disruption to or failure of systems and processes provided by the Investment Manager including: any sub contractors to which the Investment Manager has delegated a task; the valuation of investments; the keeping of safe custody records and systems provided by the Depository and; the risk that suppliers may deliver sub standard services that may have an impact on the Company or its shareholders.
· The taxation risks are that the Company may fail to continue to qualify as an investment trust and that the Company may fail to recover, as far as possible, withholding taxes levied on overseas investment income.
· Legal and regulatory risks include compliance with the FCA's Prospectus Rules, Listing Rules and Transparency and Disclosure Rules; meeting the provisions of the Companies Act 2006 and other UK, European and overseas legislation affecting UK companies and compliance with accounting standards.
· The ordinary shares of the Company are listed on the London Stock Exchange and the share price is determined by supply and demand. The shares may trade at a discount or at a premium to the Company's underlying NAV and this discount or premium may fluctuate.
· Gearing, either through bank debt or the use of derivatives may be utilised from time to time according to Board and the Investment Manager's assessment of risk and reward. Whilst the use of gearing is intended to enhance the NAV total return, it will have the opposite effect when the return on the Company's investment portfolio is negative.
The Board seeks to manage this second group of risks by obtaining information from the Investment Manager, the Depository, or professional advisers and, where necessary, the commissioning of topical reports for discussion. The Board, having considered the reports, will take any remedial action or make such changes as it considers appropriate.
The policies for managing the risks posed by exposure to market prices, interest rates, foreign currency exchange rates, credit and liquidity are set out in note 27 to the financial statements.
Management Company and Management of the Portfolio
The Company has no employees and the Directors are all appointed on a non-executive basis. The Company is reliant on third party service providers for its executive functions.
As the Company is an investment vehicle for shareholders, the Directors have sought to ensure that the business of the Company is managed by a leading specialist investment management team and that the investment strategy is attractive to shareholders. The Directors believe that a strong working relationship with the Investment Manager will achieve the optimum return for shareholders.
The Company entered into an Investment Management Agreement dated 11 June 2013 with Polar Capital LLP (the Investment Manager) which is authorised and regulated by the Financial Conduct Authority to act as investment manager of the Company with sole responsibility for the discretionary management of the Company's assets (including uninvested cash) and to advise the Company on a day to day basis in accordance with the investment policy of the Company, all subject to the overall control and supervision of the Board. On 21 July 2014, the Company entered into a restated investment management agreement primarily to reflect the requirements of the Alternative Investment Fund Managers Directive.
The Investment Manager also agreed to procure or provide the day to day administration of the Company and general secretarial functions. The Investment Manager has, with the consent of the Directors, delegated the provision of certain of these administrative functions to HSBC Securities Services (UK) Limited and to Polar Capital Secretarial Services Limited.
The fees of HSBC Securities Services (UK) Limited and Polar Capital Secretarial Services Limited are for the account of the Company.
Investment Team
The Investment Manager provides a team of financials specialists and the portfolio is managed jointly by Mr Nick Brind and Mr John Yakas. The Investment Manager also has other specialist and geographically focused investment teams which may contribute to idea generation.
Termination Arrangements
The Investment Management Agreement is terminable by either the Investment Manager or the Company giving to the other not less than 12 months' written notice, such notice not to be served earlier than the second anniversary of the agreement (11 June 2015). The Investment Management Agreement may be terminated earlier by the Company with immediate effect on the occurrence of certain events, including: (i) if an order has been made or an effective resolution passed for the liquidation of the Investment Manager; (ii) if the Investment Manager ceases or threatens to cease to carry on its business; (iii) where the Company is required to do so by a relevant regulatory authority; (iv) on the liquidation of the Company; or (v) subject to certain conditions, where the Investment Manager commits a material breach of the Investment Management Agreement.
In the event the Investment Management Agreement is terminated before the expiry of the Company's fixed life then, except in the event of termination by the Company for certain specified causes, the management fee and the performance fee will be calculated pro rata for the period up to and including the date of termination.
Fee Arrangements
Management Fee
Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a management fee together with reimbursement of reasonable expenses incurred by it in the performance of its duties. The management fee is payable monthly in arrears at the rate of 0.85% per annum of the lower of the Company's market capitalisation and the Company's Net Asset Value on the relevant day.
In accordance with the Directors' policy on the allocation of expenses between income and capital, in each financial year 80% of the management fee payable is charged to capital and the remaining 20% to income.
Performance Fee
The Investment Manager may be entitled to a performance fee. Any performance fee will be paid at the end of the Company's expected life (except in the case of an earlier termination of the Investment Management Agreement) and will be an amount equal to 10% of the excess return (based on the Adjusted Net Asset Value per ordinary share at that time) over the performance fee hurdle.
The performance fee hurdle is 100 pence, increased by the percentage growth in the Benchmark Index plus 1.25 pence per annum (reduced pro rata for periods of less than one full year) over the period from the day following Admission to the date on which it is resolved to wind up the affairs of the Company.
For the purposes of calculating the performance fee, the Company's Adjusted Net Asset Value will be based on the Net Asset Value adjusted as follows:
(A) the amount of any dividends paid by the Company shall be deemed to have been reinvested on the date of payment in ordinary shares at their Net Asset Value (on such date) and the resulting amount added to the Company's Net Asset Value;
(B) any dilutive effect caused by the exercise by shareholders of subscription rights in relation to subscription shares shall be deemed to have been added back to the Company's Net Asset Value at the time of issue of the ordinary shares resulting from such exercise, so as to negate the effect of the dilution;
(C) any enhancement to the Terminal NAV arising from any issue of ordinary shares at a premium to the Net Asset Value per ordinary share prevailing at the time of such issue since Admission shall be deducted; and
(D) any enhancement to the Terminal NAV arising from the repurchase of ordinary shares pursuant to a tender offer at a discount to Net Asset Value per ordinary share prevailing at the time of such repurchase since Admission shall be deducted.
If at the end of the Company's expected life the amount available for distribution to shareholders is less than 100 pence per ordinary share, no performance fee will be payable. If the amount is more than 100 pence per ordinary share but payment of the performance fee in full would reduce it below that level, then the performance fee will be reduced (but to not less than nil) such that shareholders receive exactly 100 pence per share.
No performance fee has been accrued for the year ended 30 November 2014.
Service Providers
In addition to the arrangements with Polar Capital LLP to provide investment, company secretarial and administrative services including accounting, portfolio valuation and trade settlement, the Company also contracts directly with HSBC Bank plc to act as Depository. This role includes responsibility as global custodian for all the Company's investments and other supervisory duties under the Alternative Investment Fund Manager Directive.
The Company used the services of Panmure Gordon (UK) Limited as corporate broker during the year. The Company also retains Equiniti Limited as registrars and PricewaterhouseCoopers LLP as independent auditors. Each of these contracts was entered into after full and proper consideration of the quality and cost of the services offered, including the control systems in operation in so far as they relate to the affairs of the Company.
HSBC Securities Services (UK) Limited has been retained by the Investment Manager to provide accounting, valuation and trade settlement services.
Corporate Responsibility
Socially responsible investing and exercise of voting powers
The Board has instructed the Investment Manager to take into account the published corporate governance of the companies in which it invests.
The Company has also considered the Investment Manager's Stewardship Code and Proxy Voting Policy. The Voting Policy is for the Investment Manager to vote at all general meetings of companies in favour of resolutions proposed by the management where it believes that the proposals are in the interests of shareholders. However, in exceptional cases, where it believes that a resolution could be detrimental to the interests of shareholders or the financial performance of the Company, appropriate notification will be given and abstentions or a vote against will be lodged.
During the year under review, the Investment Manager voted at 54 Company meetings, in each case following the recommendations of the management of that company on the casting of votes.
The Investment Manager reports to the Board, when requested, on the application of the Stewardship Code and Voting Policy. The Investment Manager's Stewardship Code and Voting Policy can be found on the Investment Manager's website in the Document Library (www.polarcapital.co.uk).
Environment
The Company's core activities are undertaken by its Investment Manager which seeks to limit the use of non-renewable resources and reduce waste where possible.
Diversity, Gender Reporting and Human Rights Policy
The Company has no employees and a Board comprised of two female and one male Non-executive Directors.
Given the relatively short life expectancy of the Company, it is possible that no new appointments will be made to the Board but, in the event that any new appointments are made, the Board will continue to have regard to the benefits of diversity, including gender, when seeking to make any such appointment(s).
The Company has not adopted a policy on human rights as it has no employees or operational control of its assets.
Greenhouse Gas Emissions
The Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 require companies listed on the Main Market of the London Stock Exchange to report on the greenhouse gas ("GHG") emissions for which they are responsible. The Company is an investment trust, with neither employees nor premises, nor has it any financial or operational control of the assets which it owns, Consequently, it has no GHG emissions to report from its operations nor does it has responsibility for any other emissions.
Approved by the Board on 3 February 2015
By order of the Board
Sue Allen FCIS
Polar Capital Secretarial Services Limited
Company Secretary
Report of the Directors
The Directors present their Report including the Report on Corporate Governance together with the Audited Financial Statements for the Company prepared under International Financial Reporting Standards as adopted by the European Union (IFRSs) for the year ended 30 November 2014. The comparative figures are for the period from incorporation on 17 May 2013 to 30 November 2013.
Principal Activities and Status
The future prospects and developments of the Company are set out in the Strategic Report Section.
The Company is incorporated in England and Wales as a public limited company and is domiciled in the United Kingdom. It is an investment company as defined in section 833 of the Companies Act 2006 and its ordinary shares and subscription shares are listed and traded on the London Stock Exchange.
The close company provisions do not apply.
The business of the Company is to generate for shareholders a growing dividend income and capital appreciation through access to a discretionary managed diversified global portfolio consisting primarily of listed or quoted equities issued by companies in the financials sector operating in the banking, insurance, property and other sub-sectors. The portfolio is diversified by geographic location and size of investee companies.
The portfolio is managed within a framework of investment limits, restrictions and guidelines determined by the Board which strives to meet the investment objective while seeking to spread and mitigate risk.
The Company has no employees or premises and the Board is comprised of Non-executive Directors. The day to day operations and functions of the Company have been delegated to third parties.
The attention of shareholders is drawn to the Chairman's Statement on pages 02 to 04 and the Strategic Report on pages 11 to 16 which provide further commentary on the activities and outlook for the Company.
Investment Trust Status
Investment Trust status permits the accumulation of capital within the portfolio without any liability to UK Capital Gains Tax.
The Company seeks to operate as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010. Confirmation has been received from HM Revenue and Customs that, on the basis of the information provided, the Company has been accepted as an approved investment trust for accounting periods commencing on or after 1 July 2013, subject to the Company continuing to meet the eligibility conditions of and the ongoing requirements for approved companies in Chapter 3 of Part 2 Investment Trust (Approved Company) (Tax) Regulations 2011 (Statutory Instrument 2011/2999).
The Directors are of the opinion that the Company has conducted its affairs in respect of the year ended 30 November 2014, and will continue to conduct its affairs so as to maintain its status as an investment trust.
Life of the Company
The Articles of Association require the Directors to put forward at the seventh Annual General Meeting a resolution to place the Company into liquidation. The voting on that resolution will be enhanced such that, provided any single vote is cast in favour, the resolution will be passed. The seventh AGM is expected to be held in April 2020, but no later than 31 May 2020.
Annual General Meeting
The Annual General Meeting will be held at noon on 29 April 2015 at the offices of Panmure Gordon & Co, One New Change, London EC4M 9AF.
The separate Notice of Annual General Meeting accompanies this Annual Report and contains the full text of the resolutions and an explanation of each of them.
Dividends
The Company aims to increase the dividend (on an annual basis) progressively, but there is no guarantee that this will be achieved. Shareholders should recognise that circumstances may arise when it is necessary to reduce the level of dividend payment or equally there may be instances when the level of dividend must be increased in order to comply with Sections 1158 and 1159 of the Corporation Tax Act 2010. Where this would result in paying a dividend beyond the Board's aim a "special dividend" will be declared and paid.
The Company aims to pay two interim dividends each year, in February and August. These interim dividends will not necessarily be of equal amounts. Details of the dividends paid and declared are set out on page 01.
Capital Structure and Voting Interests
Issued share capital
The Company's share capital is divided into ordinary shares of 5p each and subscription shares of 1p each.
At 30 November 2014, there were 174,600,000 ordinary shares in issue and 30,600,000 subscription shares. During the year under review, 10,450,000 ordinary shares were issued and 2,600,000 ordinary shares were bought back for cancellation.
Details of the shares issued during the year are shown below:
Date* |
Number of Ordinary Shares |
Aggregate Nominal Value £ |
Issue Price £ |
Total Gross Consideration £ |
Closing mid market price £ |
8 January 2014 |
400,000 |
20,000 |
1.0535 |
421,400 |
1.05375 |
16 January 2014 |
450,000 |
22,500 |
1.0705 |
481,725 |
1.0700 |
20 January 2014 |
500,000 |
25,000 |
1.06 |
530,000 |
1.0700 |
24 January 2014 |
1,800,000 |
90,000 |
1.05 |
1,890,000 |
1.0600 |
29 January 2014 |
1,450,000 |
72,500 |
1.0265 |
1,488,425 |
1.0250 |
4 February 2014 |
1,700,000 |
85,000 |
1.016 |
1,727,200 |
1.0175 |
11 February 2014 |
850,000 |
42,500 |
1.0405 |
884,425 |
1.03875 |
26 February 2014 |
800,000 |
40,000 |
1.047 |
837,600 |
1.055 |
21 May 2014 |
2,500,000 |
125,000 |
1.042 |
2,605,000 |
1.0425 |
TOTAL |
10,450,000 |
|
|
|
|
*The dates on which the terms of the agreements were fixed were the same as the issue dates.
All shares were issued to Panmure Gordon, the Company's broker.
Ordinary shares may be issued when the issue price is in excess of the NAV and, after costs; there is a benefit to existing shareholders. All the shares listed above were issued at premiums of approximately 2%.
The Company made four market purchases during the year, amounting to 2,600,000 ordinary shares, at prices of between 96.0p and 98.5p. There were no changes to the number of subscription shares in issue during the year.
Since the year end, 450,000 ordinary shares have been bought back and the issued ordinary share capital as at the date of this report stands at 174,150,000.
Listing Rule 9.8.4
The information disclosed above in relation to the issue of new ordinary shares during the year is the only information required to be disclosed in respect of Listing Rule 9.8.4.
Voting rights
Ordinary shares carry voting rights which are exercised on a show of hands at a meeting, or on a poll, where each share has one vote.
Subscription shares do not carry any rights to attend or vote at meetings of shareholders of the Company but the rights attached to the subscription shares may only be altered or abrogated with the sanction of the subscription shareholders.
Details for the lodging of proxy votes are given when a notice of meeting is issued.
Transferability
Any shares in the Company may be held in uncertificated form and, subject to the Articles of Association ("Articles"), title to uncertificated shares may be transferred by means of a relevant system.
The Articles can be changed by an ordinary shareholder resolution passed at a general meeting of the Company. Where the change would affect the rights of the subscription shareholders, their consent is also required.
Subject to the Articles, any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Board may approve. The instrument of transfer must be executed by or on behalf of the transferor and (in the case of a partly-paid share) the transferee.
The Board may, in its absolute discretion and without giving any reason, decline to register any transfer of any share which is not a fully paid share. The Board may also decline to register a transfer of a certificated share unless the instrument of transfer: (i) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require; (ii) is in respect of only one class of share; and (iii) if joint transferees, is in favour of not more than four such transferees.
The Board may decline to register a transfer of any of the Company's certificated shares by a person with a 0.25% interest (as defined in the Articles) if such a person has been served with a restriction notice (as defined in the Articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act 2006, unless the transfer is shown to the Board to be pursuant to an arm's length sale (as defined in the Articles).
Powers to issue shares and make market purchases of ordinary and subscription shares
At the AGM in 2014, the Board was granted by shareholders the power to allot equity securities up to a nominal value of £873,500, being 10% of the Company's issued ordinary share capital at that date, and to issue those shares for cash without first offering those shares to shareholders in accordance with their statutory pre-emption rights. These powers will expire at the 2015 AGM. The powers granted at the 2014 AGM have been used, as described above, and renewal of these authorities will be sought at the AGM in 2015. New ordinary shares will not be allotted and issued at below the fully diluted Net Asset Value per share after taking into account the costs of issue.
The Board also obtained shareholder authorities at the AGM in 2014 to make market purchases of up to 26,187,530 ordinary shares of the Company (14.99% of the issued share capital) in accordance with the terms and conditions set out in the shareholder resolution. This authority expires at the AGM in 2015 and its renewal will be sought. The powers granted at the 2014 AGM have been used as detailed above.
Details of the resolutions and the Directors' policies for the issue and purchase of shares are set out in the separate Notice of Meeting.
Major interests in ordinary shares
The Company has received notifications from the following shareholders in respect of their interests in the voting rights of the Company at 30 November 2014.
Shareholder |
Type of holding |
Number of ordinary shares |
Percentage of voting rights* |
Rathbone Brothers plc |
Indirect |
20,248,602 |
11.63% |
Brewin Dolphin Ltd |
Indirect |
19,856,342 |
11.40% |
Investec Wealth & Investment Ltd |
Indirect |
19,513,952 |
11.21% |
JM Finn & Company Ltd |
Direct |
14,176,100 |
8.14% |
Quilter Cheviot Limited |
Direct |
14,085,527 |
8.09% |
Since the year end, the undernoted have sent notifications that their holdings in the Company have changed, the details of which are set out below:
Shareholder |
Type of holding |
Number of ordinary shares |
Percentage of voting rights* |
Investec Wealth and Management |
Indirect |
21,019,592 |
12.07% |
Rathbone Brothers plc |
Indirect |
18,381,881 |
10.56% |
Brewin Dolphin Limited |
Indirect |
17,329,592 |
9.95% |
* The above percentages are calculated by dividing the ordinary shareholdings, as notified, by the issued ordinary share capital at 3 February 2015 of 174,150,000 ordinary shares.
Independent Auditors
PricewaterhouseCoopers LLP have expressed their willingness to continue in office as the Company's independent auditors. A resolution to appoint PricewaterhouseCoopers LLP as independent auditors to the Company will be proposed at the forthcoming AGM.
The fee in respect of the audit of the 2014 annual financial statements has been agreed at £24,000.
Report on Corporate Governance
The Directors are accountable to shareholders for the governance of the Company's affairs. The UK Listing Rules require all listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code (the 'UK Code') which was effective during the financial year, issued by the Financial Reporting Council. The UK Code can be viewed at www.frc.org.uk.
The Financial Reporting Council confirmed in 2013 that by following the 2013 version of the AIC Code of Corporate Governance and the Corporate Governance Guide for Investment Companies produced by the AIC, boards of investment companies should fully meet their obligations in relation to the UK Code and the UK Listing Rules. The AIC Code and the AIC Guide address the principles set out in the UK Code as well as containing additional principles and recommendations on issues that are specific to investment trusts. The AIC Code can be viewed at www.theaic.co.uk.
As an investment company most of the day to day responsibilities are delegated to third parties as the Company has no employees and all the Directors are Non-executive. Many of the provisions of the UK Code are not directly applicable to the Company and the Board has determined that reporting against the AIC Code of Corporate Governance ('AIC Code'), which incorporates the UK Code, provides the most appropriate information to shareholders.
The corporate governance report describes how the principles of the AIC Code have been applied.
Application of the AIC Code's Principles
The Board has considered the principles and recommendations of the AIC Code by reference to the AIC Corporate Governance Guide for Investment Companies ('AIC Guide'). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.
The Board believes that the Company's current practices are consistent in all material respects with the principles of the AIC Code and where non-compliance occurs, an explanation has been provided. The Board will continue to observe the principles and recommendations set out in the AIC Code in future.
Directors and Board; Independence and Composition
The Board is responsible to shareholders for the overall management of the Company's affairs and currently consists of three Non-executive Directors. Each Director has different qualities and areas of expertise on which they may lead where issues arise.
The current Directors' biographies, set out on page 17, demonstrate the breadth of investment, commercial and professional experience relevant to their positions as Directors of the Company. The Directors' Remuneration Report is set out on pages 30 to 32.
The Board has considered the contribution and performance of each Director as part of the performance evaluation process. It has determined that each Director has relevant experience, effectively contributed to the operation of the Board and demonstrated independent views on a range of subjects. All the Directors were considered independent of the Investment Manager and had no relationship or conflicts which were likely to affect their judgment.
Succession
The Board believes that retaining Directors with sufficient experience of the Company, industry and the markets is of benefit to shareholders. While the Board recognises the value of progressive refreshing of and succession planning for Company boards, given the expected seven year life of the Company, the Board believes that there is no need for a policy on the length of service for Directors.
Election of Directors
The Articles of Association govern the appointment, re-election and removal of a Director and require each Director to be re-elected every three years. As all the Directors were elected by shareholders at the AGM in 2014, no directors will be standing for re-election at the 2015 AGM.
Directors' Interests and Conflicts of Interests
The Chairman of the Company is a Non-executive Director and has no conflicting relationships.
The share interests of the Directors in the ordinary and subscription shares of the Company are set out in the table on page 32.
Directors have a duty to avoid a situation in which they have or could have a conflict of interest or possible conflict with the interests of the Company. Under the Companies Act 2006 public companies may authorise conflicts or potential conflicts if the Articles of Association contain provisions to this effect and the Company's Articles of Association contain such provisions.
Each Director has provided the Company with a statement of all conflicts of interest and potential conflicts of interest. These have been approved by the Board and recorded in a register. The Board may impose conditions on authorising any conflict or potential conflict situation. Each director has agreed to notify the Chairman and the Company Secretary of any changes to his or her circumstances which would impact on the notified conflicts or potential conflict with the interests of the Company. No Director has declared receipt of any benefits other than his or her emoluments in his or her capacity as a Director of the Company.
Only Directors not involved in the conflict or potential conflict may participate in the authorisation process. Directors, in deciding whether to authorise a situation or not, will take into account their duty to promote the Company's success.
The Board, as part of its year end review, considered the register of conflicts, any conditions imposed on such conflicts or potential conflicts and the operation of the notification and authorisation process. It concluded that the process had operated effectively since its introduction.
No Director has any links with the Investment Manager and there were no contracts during or at the end of the year in which a Director of the Company is, or was materially interested and which is or was significant in relation to the Company's business or to the Director.
Role and Responsibilities
The Board
The Board meets regularly and as required. In the year to 30 November 2014, there were five scheduled Board meetings dealing with the ongoing stewardship of the Company and other matters, including the setting and monitoring of investment strategy and performance, review of financial statements, and shareholder issues including investor relations. The level of share price discount or premium to the Net Asset Value together with policies for re-purchase or issuance of new shares are kept under review along with matters affecting the industry and the evaluation of third party service providers. In addition, there were a number of ad-hoc meetings which were convened specifically to deal with the allotment or purchase of ordinary shares.
A formal schedule of matters specifically reserved for decision by the full Board has been defined and a procedure has been adopted for Directors, in the furtherance of their duties, to take independent professional advice at the expense of the Company. No such advice was sought during the year.
The number of formal meetings of the Board and its Committees held during the year and the attendance of individual Directors are shown below:
Year ended 30 November 2014
|
Board |
Audit Committee |
Management Engagement Committee |
Number of scheduled meetings |
5 |
3 |
1 |
Robert Kyprianou |
5 |
3 |
1 |
Katrina Hart |
5 |
3 |
1 |
Joanne Elliott |
5 |
3 |
1 |
Senior Independent Director
Due to the structure of the Board it is considered unnecessary to identify a senior Non-executive. The Board considers that each Director has different qualities and areas of expertise on which they may lead where issues arise and to whom concerns may be conveyed. Members of the Board may be contacted through the Registered Office of the Company.
Board Committees
The Board has delegated to the Audit Committee and the Management Engagement Committee specific remits for consideration and recommendation but the final responsibility in these areas remains with the Board. The Board has determined that due to its size, and the fact that all the Directors are Non-executive and independent, the functions of the Nomination Committee and Remuneration Committee would be carried out by the full Board.
The Board acting as the Nomination Committee will, when considering new or further appointment of directors, consider the balance of skills, knowledge and experience as well as gender diversity of the whole Board and will also consider the use of external consultants when drawing up a list of candidates.
The Board also creates ad hoc committees from time to time to enact policies or actions agreed in principle by the whole Board. Copies of the terms of reference for each of the Audit and Management Engagement Committees are available on the Company's website.
Audit Committee
The Audit Committee comprises all the independent Non-executive Directors under the chairmanship of Joanne Elliott. The Board is satisfied that at least one of the Committee's members has recent and relevant financial experience. The experience and qualifications of the Committee members are set out in the biographical details on page 17.
None of the members of the Committee has any involvement in the preparation of the financial statements of the Company, as this has been contracted to the Investment Manager. The Chairman of the Committee will be present at the AGM to answer questions relating to the financial statements.
The Audit Committee has direct access to the auditors and to the key senior staff of the Investment Manager and it reports its findings and recommendations to the Board which retains the ultimate responsibility for the financial statements of the Company.
A separate report of the work of the Audit Committee over the year is set out on pages 33 to 35.
Management Engagement Committee
The Management Engagement Committee comprises all the independent Non-executive Directors under the chairmanship of Katrina Hart and will usually meet once a year and at such other times as may be necessary.
The Management Engagement Committee is responsible for the review of the relationship with the Investment Manager including the annual review of the Investment Management and other services and resources supplied by the Investment Manager, prior to making its recommendation to the Board, as to whether the retention of the Investment Manager is in the interests of shareholders.
Work of the Management Engagement Committee
At the beginning of the year ended 30 November 2014, the Management Engagement Committee met to carry out the initial review of the Investment Manager and to consider its continued appointment. It also met again, subsequent to the year end, to review the performance of the Investment Manager in managing the portfolio since launch and to consider the quality of the other services provided by the Investment Manager.
It has concluded that it is in the best interests of shareholders as a whole that the appointment of Polar Capital LLP as Investment Manager is continued on the existing terms.
Directors' Professional Development
If a new Director is appointed, he or she is offered an induction course provided by the Investment Manager. Directors are also provided on a regular basis with key information on the Company's policies, regulatory and statutory obligations and internal controls. Changes affecting Directors' responsibilities are advised to the Board as they arise. Directors may also participate in the Investment Manager's online training as well as participating in professional and industry seminars.
Performance Evaluation
The Board
The evaluation of the Board, its Committees and individual Directors is carried out annually and involves the use of a written questionnaire, and the Chairman seeking the views of each Director. The responses to the questionnaire were reviewed by the full Board. The Directors are assessed on their relevant experience, their strengths and weaknesses in relation to the requirements of the Board and their commitment to the Company in terms of time spent on attending regular and ad hoc meetings of the Board.
The review of the Chairman's performance was conducted by the full Board led by the Chairman of the Audit Committee.
The Board has considered the size and structure of the Board, as well as succession planning, bearing in mind the balance of skills, knowledge and experience existing on the Board and the Company's expected seven year life.
Reappointment as a Director will not be automatic but will follow a formal evaluation process. The Board acknowledges the rationale of the UK Code for the rigorous review of Directors serving over six years and annual re-appointment after nine years. Nevertheless the Board shares the view of the AIC that length of service will not necessarily compromise the independence or contribution of directors of investment trusts where continuity and experience can significantly strengthen a board.
The Company does not have a policy on length of service for Directors due to the expected seven year life. All Directors are appointed for an initial term of three years, subject to reappointment in accordance with the Articles of Association and Companies Act provisions.
The Investment Manager
The Board has contractually delegated the management of the portfolio to the Investment Manager, Polar Capital LLP ('the Investment Manager'). It is the Investment Manager's sole responsibility to take decisions regarding the purchase and sale of individual investments. The Investment Manager has responsibility for asset allocation and sector selection within the limits established and regularly reviewed by the Board.
The investment team provided by the Investment Manager, led by Mr Nick Brind, has experience of investing in the financials sector. In addition, the Investment Manager has other resources which support the investment team and has experience in managing and administering other investment trust companies.
The Investment Manager also provides accountancy services, company secretarial and administrative services including the monitoring of third party suppliers which are directly appointed by the Company. The Investment Manager provides, in a timely manner, all relevant management, regulatory and financial information to the Directors. Representatives of the Investment Manager attend Board meetings, enabling the Directors to probe further on matters of concern or seek clarification on certain issues.
The Directors have access to the advice and services of the corporate company secretary, through its appointed representative who is responsible to the Board for ensuring Board procedures are followed and that applicable rules and regulations are complied with. The Board and Investment Manager operate in a supportive, co-operative and open environment.
The Board reviews the performance of the Investment Manager and the Company's performance against the Benchmark at each Board meeting.
The Management Engagement Committee reviews the terms of the contract with the Investment Manager on an annual basis.
The Board also monitors through the Investment Manager the performance of its other service providers on an annual basis
Accountability and Audit
The Statement of Directors' Responsibilities in respect of the financial statements is set out on pages 36 and 37 and the Independent Auditors' Report is on pages 38 to 41.
Internal Controls
The Board has overall responsibility for the Company's system of internal control and for reviewing its effectiveness. The Company has no employees as its operational functions are carried out by third parties.
The Audit Committee does not consider it necessary for the Company to establish its own internal audit function as the Investment Manager, overseen by the Board, is responsible for monitoring all accounting and internal control operations. The Investment Manager has an internal control framework to provide reasonable but not absolute assurance on the effectiveness of the internal controls operated on behalf of its clients. The Investment Manager is authorised and regulated by the Financial Conduct Authority and its compliance department monitors compliance with the FCA rules.
The Board, through the Audit Committee, has established an ongoing process for identifying, evaluating and managing any major risks faced by the Company. The process is documented through the use of a Risk Map which is subject to regular review by the Audit Committee and accords with the Revised Guidance for Directors on the Combined Code published by the Financial Reporting Council.
The controls are embedded within the business and aim to ensure that identified risks are managed and systems are in place to report on such risks. The internal controls seek to ensure the assets of the Company are safeguarded, proper accounting records are maintained and the financial information used in the Company and for publication is reliable. Controls covering the risks identified, including financial, operational, compliance and risk management are monitored by a series of regular reports covering investment performance, attribution analysis, reports from various third parties and from the Investment Manager including risks not directly the responsibility of the Investment Manager.
Internal Controls Operation
The internal controls process was active throughout the year and up to the date of approval of this annual report. However, such an internal controls system is designed to manage rather than eliminate risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board will continue to monitor the system of internal controls in order to provide assurance that they operate as intended.
The Board has received a formal report from the Investment Manager, with details of any known internal control failures and has also considered reports on the Investment Manager's internal controls and systems operated by other third suppliers. The Board considers ad hoc reports from the Investment Manager and information is supplied to the Board as required.
The Investment Manager has delegated the provision of accounting, portfolio valuation and trade processing to HSBC Securities Services (UK) Limited but remains responsible to the Company for these functions and provides the Board with information on these services.
The Board undertakes an annual review of the Company's system of internal control where the Risk Map is reviewed and control processes considered. The Board, assisted by the Investment Manager, has conducted the annual review of the risk map and the effectiveness of the system of internal controls taking into account any issues, none of which were considered significant, which arose during the year ended 30 November 2014 and up to the date of this Annual Report.
The Board has adopted a zero tolerance approach to bribery and corruption in its business activities and uses the anti-bribery policy formulated and implemented by Polar Capital LLP which has been sent to all suppliers of both Polar Capital LLP and the Company.
Relations with Shareholders
The Board and the Investment Manager consider maintaining good communications with shareholders and engaging with larger shareholders through meetings and presentations a key priority. Shareholders are kept informed by the publication of annual and interim reports which include financial statements. These reports were supplemented by the daily release of the net asset value per share to the London Stock Exchange and the publication by the Investment Manager of a monthly factsheet.
All this information together with the Investment Manager's presentations is available from the Company's website at www.polarcapitalglobalfinancialstrust.co.uk.
The Board is keen that the AGM be a participative event for all shareholders who attend. The Investment Manager will make a presentation and shareholders are encouraged to attend. The Chairmen of the Board and of the Committees will attend the AGM and are available to respond to queries and concerns from shareholders.
At least twenty working days' notice of the AGM will be given to shareholders and separate resolutions are proposed in relation to each substantive issue.
Where the vote is decided on a show of hands, the proxy votes received will be relayed to the meeting and subsequently published on the Company's website. Proxy forms have a 'vote withheld' option. The Notice of Annual General Meeting sets out the business of the AGM together with the full text of any special resolutions.
Shareholders may submit questions for the AGM in advance of the meeting or make general enquiries of the Company via the company secretary at the Registered Office of the Company.
The Board monitors the share register of the Company; it also reviews correspondence from shareholders and maintains regular contact with major shareholders. Shareholders who wish to raise matters with a Director may do so by writing to them at the Registered Office of the Company.
Statement of Compliance
The AIC Code comprises 21 principles. The Board considers that for the year under review the Directors, Board and Company have complied with the recommendations of the AIC Code in so far as they apply to the Company's business. For the reasons set out in the AIC Guide the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company.
As all Directors are Non-executive and day to day management has been contracted to third parties, the Company does not have a Chief Executive. The Chairman of the Board is non-executive.
As there are no executive Directors, the Company does not comply with the UK Code in respect of executive directors' remuneration.
The Company does not have an internal audit function as it relies on the systems of control operated by third party suppliers, in particular those of the Investment Manager.
Due to the structure of the Board, it is considered unnecessary to identify a senior independent Non-executive Director. The Board considers that all Directors have different qualities and areas of expertise on which they may lead where issues arise and to whom concerns may be conveyed.
By order of the Board
Sue Allen FCIS
Polar Capital Secretarial Services Limited
Company Secretary
3 February 2015
Statement of Directors' Responsibilities
In respect of the Annual Report, Directors' Remuneration Report and Financial Statements
The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have prepared the Company Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the Financial Statements; and
· prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and the Directors' Remuneration Report comply with the Companies Act 2006. 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.
The Directors are responsible for the maintenance and integrity of the Company's website although day to day maintenance has been delegated to Polar Capital LLP. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. The work carried out by the Auditors does not involve consideration of these matters and, accordingly, the Auditors accept no responsibility for any changes that may have occurred to the Financial Statements since they were initially presented on the website.
The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Disclosure of Information to the Auditors
As far as the Directors are aware and to the best of their knowledge, having made enquiries, there is no relevant audit information of which the Auditors are unaware and the Directors have taken steps to make themselves aware of any relevant audit information and to establish that the Auditors are aware of such information.
Going Concern
The Board has, through the Audit Committee, considered the Company's position as at 30 November 2014 and the factors impacting the forthcoming year are set out in the Chairman's Statement and the Manager's Report on pages 02 to 07 and in the Strategic Report and in the Report of the Directors which incorporates the corporate governance statements.
The financial position of the Company, its cash flows and its liquidity position are described in the Strategic Report on pages 11 to 16 and the financial statements. Note 27 to the financial statements includes the Company's policies and process for managing its capital, its financial risk management objectives and details of financial instruments and hedging activities. Exposure to credit risk and liquidity risk are also disclosed.
The Company has a portfolio of investments listed and traded on stock exchanges around the world, the majority of which can be sold within five working days, providing considerable financial resources. After making enquiries the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future despite the continued uncertain economic outlook. Accordingly, the Directors continue to adopt the going concern basis in preparing the annual report and financial statements.
Responsibility Statement under the Disclosure and Transparency Rules
Each of the Directors of Polar Capital Global Financials Trust plc, who are listed on page 17, confirm that, to the best of their knowledge:
the Financial Statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
the Chairman's Statement, Investment Manager's Report, Strategic Report and Report of the Directors (together constituting the Management Report) includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
Robert Kyprianou
Chairman
3 February 2015
Statement of Comprehensive Income
For the year ended 30 November 2014
|
Notes |
Year ended |
Period ended |
||||
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
||
Investment income |
3 |
7,002 |
- |
7,002 |
1,820 |
- |
1,820 |
Other operating income |
4 |
321 |
- |
321 |
22 |
- |
22 |
Gains on investments held at fair value |
5 |
- |
12,436 |
12,436 |
- |
4,860 |
4,860 |
Losses on derivatives |
|
- |
(102) |
(102) |
- |
- |
- |
Other movements on written options |
6 |
- |
(8) |
(8) |
- |
(16) |
(16) |
Other currency losses |
7 |
- |
(230) |
(230) |
- |
(666) |
(666) |
Total income |
|
7,323 |
12,096 |
19,419 |
1,842 |
4,178 |
6,020 |
Expenses |
|
|
|
|
|
|
|
Investment management fee |
8 |
(301) |
(1,206) |
(1,507) |
(111) |
(444) |
(555) |
Other administrative expenses |
9 |
(455) |
- |
(455) |
(206) |
- |
(206) |
Total expenses |
|
(756) |
(1,206) |
(1,962) |
(317) |
(444) |
(761) |
Profit before finance costs and tax |
|
6,567 |
10,890 |
17,457 |
1,525 |
3,734 |
5,259 |
Finance costs |
10 |
(17) |
(65) |
(82) |
- |
- |
- |
Profit before tax |
|
6,550 |
10,825 |
17,375 |
1,525 |
3,734 |
5,259 |
Tax |
11 |
(780) |
277 |
(503) |
(191) |
85 |
(106) |
Net profit for the year and total comprehensive income |
|
5,770 |
11,102 |
16,872 |
1,334 |
3,819 |
5,153 |
Earnings per ordinary share (basic) (pence) |
12 |
3.31 |
6.36 |
9.67 |
0.85 |
2.43 |
3.28 |
Earnings per ordinary share (diluted) (pence) |
12 |
3.31 |
6.36 |
9.67 |
0.85 |
2.43 |
3.28 |
The total return column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with IFRS as adopted by the European Union.
The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
The period ended 30 November 2013 commenced on 17 May 2013.
The notes on pages 46 to 71 form part of these financial statements.
Statement of Changes in Equity
For the year ended 30 November 2014
|
Notes |
Year ended 30 November 2014 |
||||||
Called up share capital £'000 |
Capital Redemption reserve £'000 |
Share premium reserve £'000 |
Special distributable reserve £'000 |
Capital reserves £'000 |
Revenue reserve £'000 |
Total equity £'000 |
||
Total equity at 1 December 2013 |
8,644 |
- |
11,630 |
144,094 |
3,819 |
1,334 |
169,521 |
|
Total comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the year ended 30 November 2014 |
- |
- |
- |
- |
11,102 |
5,770 |
16,872 |
|
Transactions with owners, recorded directly to equity: |
|
|
|
|
|
|
|
|
Issue of |
19, 21 |
522 |
- |
10,316 |
- |
- |
- |
10,838 |
Shares repurchased |
19, 20, 22 |
(130) |
130 |
- |
(2,527) |
- |
- |
(2,527) |
Equity |
13 |
- |
- |
- |
- |
- |
(4,289) |
(4,289) |
Total equity at 30 November 2014 |
9,036 |
130 |
21,946 |
141,567 |
14,921 |
2,815 |
190,415 |
|
Notes |
Period ended 30 November 2013 |
||||||
Called up share capital £'000 |
Capital Redemption reserve £'000 |
Share premium reserve £'000 |
Special distributable reserve £'000 |
Capital reserves £'000 |
Revenue reserve £'000 |
Total equity £'000 |
||
Total equity at 17 May 2013 |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the period ended 30 November 2013 |
- |
- |
- |
- |
3,819 |
1,334 |
5,153 |
|
Transactions with owners, recorded directly to equity: |
|
|
|
|
|
|
|
|
Issue of |
19, 21 |
8,338 |
- |
156,030 |
- |
- |
- |
164,368 |
Issue of subscription shares |
19, 21 |
306 |
- |
(306) |
- |
- |
- |
- |
Transfer of Share Premium to Special Distributable Reserve |
21, 22 |
- |
- |
(144,094) |
144,094 |
- |
- |
- |
Total equity at 30 November 2013 |
8,644 |
- |
11,630 |
144,094 |
3,819 |
1,334 |
169,521 |
The notes on pages 46 to 71 form part of these financial statements.
Balance Sheet
As at 30 November 2014
|
Notes |
30 November 2014 £'000 |
30 November 2013 £'000 |
Non current assets |
|
|
|
Investments held at fair value |
14 |
195,991 |
162,677 |
Current assets |
|
|
|
Receivables |
15 |
1,320 |
3,021 |
Overseas tax recoverable |
|
37 |
10 |
Cash and cash equivalents |
16 |
3,702 |
5,459 |
|
|
5,059 |
8,490 |
Total assets |
|
201,050 |
171,167 |
Current liabilities |
|
|
|
Payables |
17 |
(400) |
(1,619) |
Bank loan |
18 |
(10,000) |
- |
Fair value of open derivative contracts |
14 |
(235) |
(27) |
|
|
(10,635) |
(1,646) |
Net assets |
|
190,415 |
169,521 |
Equity attributable to equity shareholders |
|
|
|
Called up share capital |
19 |
9,036 |
8,644 |
Capital redemption reserve |
20 |
130 |
- |
Share premium reserve |
21 |
21,946 |
11,630 |
Special distributable reserve |
22 |
141,567 |
144,094 |
Capital reserves |
23 |
14,921 |
3,819 |
Revenue reserve |
24 |
2,815 |
1,334 |
Total equity |
|
190,415 |
169,521 |
Net asset value per ordinary share (pence) |
25 |
109.06 |
101.66 |
Net asset value per ordinary share (diluted) (pence) |
25 |
109.06 |
101.66 |
The financial statements on pages 42 to 71 were approved and authorised for issue by the Board of Directors on 3 February 2015 and signed on its behalf by:
Robert Kyprianou
Chairman
The notes on pages 46 to 71 form part of these financial statements.
Registered number: 8534332
Cash Flow Statement
For the year ended 30 November 2014
|
Notes |
Year ended £'000 |
Period ended £'000 |
Cash flows from operating activities |
|
|
|
Profit before tax |
|
17,375 |
5,259 |
Adjustment for non-cash items: |
|
|
|
Gain on investments held at fair value through profit or loss |
|
(12,436) |
(4,860) |
Scrip dividends received |
|
(89) |
(16) |
Amortisation on fixed interest securities |
|
28 |
5 |
Adjusted profit before tax |
|
4,878 |
388 |
Adjustments for: |
|
|
|
Purchases of investments, including transaction costs |
|
(63,345) |
(169,262) |
Sales of investments, including transaction costs |
|
42,156 |
11,382 |
Decrease/(Increase) in receivables |
|
80 |
(964) |
(Decrease)/increase in payables |
|
(117) |
668 |
Overseas taxation deducted at source |
|
(446) |
(106) |
Net cash used in operating activities |
|
(16,794) |
(157,894) |
Cash flows from financing activities |
|
|
|
Proceeds from issue of shares (net of issue costs) |
|
11,853 |
163,353 |
Cost of shares repurchased |
|
(2,527) |
- |
Loan drawn |
|
10,000 |
- |
Equity dividends paid |
13 |
(4,289) |
- |
Net cash generated from financing activities |
|
15,037 |
163,353 |
Net (decrease)/increase in cash and cash equivalents |
|
(1,757) |
5,459 |
Cash and cash equivalents at the beginning of the year |
5,459 |
- |
|
Cash and cash equivalents at the end of the year |
16 |
3,702 |
5,459 |
The notes on pages 46 to 71 form part of these financial statements.
Notes to the Financial Statements for the year ended 30 November 2014
1. General Information
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) and International Accounting Standards Committee (IASC), as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies under IFRS.
The Board has determined that sterling is the Company's functional currency and the presentational currency of the financial statements because it is the currency which is most relevant to the majority of the Company's shareholders and creditors and is the currency in which the majority of the Company's operating expenses are paid.
The comparative figures are for the period 17 May 2013 (date of incorporation) to 30 November 2013.The Company started trading on 1 July 2013.
2. Accounting Policies
The principal accounting policies, which have been applied consistently for all periods presented, are set out below:
(a) Basis of Preparation
The financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of investments and derivative financial instruments at fair value through profit or loss.
Where presentational guidance set out in the Statement of Recommended Practice (SORP) for investment trusts issued by the Association of Investment Companies (AIC) in January 2009 is consistent with the requirements of IFRS, in so far as those requirements are applicable to the financial statements, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
(b) Presentation of the Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with the guidance set out by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. The results presented in the revenue return column are the measure the Directors believe is appropriate in assessing the Company's compliance with certain requirements set out in section 1158 of the Corporation Tax Act 2010.
(c) Income
Dividends receivable from equity shares are taken to the revenue return column of the Statement of Comprehensive Income on an ex-dividend basis.
Special dividends are recognised on an ex-dividend basis and may be considered to be either revenue or capital items. The facts and circumstances are considered on a case by case basis before a conclusion on appropriate allocation is reached.
Where the Company has received dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised in the revenue return column of the Statement of Comprehensive Income. Any excess in value of shares received over the amount of cash dividend foregone is recognised in the capital return column of the Statement of Comprehensive Income.
The fixed returns on debt securities and non-equity shares are recognised under the effective interest rate method.
Bank interest is accounted for on an accruals basis. Interest outstanding at the year end is calculated on a time apportionment basis using market rates of interest.
(d) Written Options
The Company may write exchange-traded options with a view to generating income. This involves writing short-dated covered-call options and put options. The use of financial derivatives is governed by the Company's policies, as approved by the Board.
These options are recorded at fair value. Changes in the fair value of the options are recognised in the capital return for the year.
The option premiums are recognised evenly over the life of the option and shown in the revenue return, with an appropriate amount shown in the capital return to ensure the total return reflects the overall change in the fair value of the options.
Where an option is exercised, any balance of the premium is recognised immediately in the revenue return with a corresponding adjustment in the capital return based on the amount of the loss arising on exercise of the option.
(e) Expenses and Finance Costs
All expenses, including the management fee, are accounted for on an accruals basis and are recognised when they fall due.
Expenses are allocated wholly to the revenue column of the Statement of Comprehensive Income except as follows:
Expenses are charged to the capital column of the Statement of Comprehensive Income where a connection with the maintenance or enhancement of the value of investments can be demonstrated. In this respect the investment management fees have been charged to the Statement of Comprehensive Income in line with the Board's expected long-term split of returns, in the form of capital gains and income from the Company's portfolio. As a result, 20% of the investment management fees are charged to the revenue account and 80% charged to the capital account of the Statement of Comprehensive Income.
Finance costs are calculated using the effective interest rate method and are accounted for on an accruals basis and, in line with the management fee expense, are charged 20% to the revenue account and 80% to the capital account of the Statement of Comprehensive Income.
The performance fee (when payable) is charged entirely to capital as the fee is based on the out-performance of the Benchmark and is expected to be attributable largely, if not wholly, to capital performance. A provision will be recognised when out-performance has been achieved in accordance with the calculations detailed on page 15.
(f) Taxation
The tax expense represents the sum of the overseas withholding tax deducted from investment income, tax currently payable and deferred tax.
The tax currently payable is based on the taxable profits for the year ended 30 November 2014. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the "marginal basis". Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column. Deferred tax is the tax expected to be payable or recoverable on temporary 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 recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Investment trusts which have approval as such under section 1158 of the Corporation Taxes Act 2010 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
(g) Investments Held at Fair Value Through Profit or Loss
When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date and are initially measured at fair value.
On initial recognition the Company has designated all of its investments as held at fair value through profit or loss as defined by IFRS. All investments are measured at subsequent reporting dates at fair value, which is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.
Fair values for unquoted investments, or for investments for which there is only an inactive market, are established by using various valuation techniques. These may include recent arms length market transactions, the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised. Where no reliable fair value can be estimated for such instruments, they are carried at cost, subject to any provision for impairment.
Written options are valued at fair value using quoted bid prices.
The Contracts for Difference held in the portfolio are valued based on the price of the underlying security or index which they are purchased to reflect.
All investments, classified as fair value through profit or loss, are further categorised into the fair value hierarchy detailed on page 58.
Changes in fair value of all investments and derivatives held at fair value and realised gains and losses on disposal are recognised in the capital return column of the Statement of Comprehensive Income.
(h) Receivables
Receivables are initially recognised at fair value and subsequently measured at amortised cost. Receivables do not carry any interest and are short-term in nature and are accordingly stated at their nominal value (amortised cost) as reduced by appropriate allowances for estimated irrecoverable amounts.
(i) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash.
(j) Dividends Payable
Dividends payable to shareholders are recognised in the financial statements when they are paid or, in the case of final dividends, when they are approved by the shareholders. The Company pays all its dividends as interim dividends.
(k) Payables
Payables are not interest-bearing and are initially valued at fair value and subsequently stated at their nominal value (amortised cost).
(l) Foreign Currency Translation
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling on the date of each transaction. Monetary assets, monetary liabilities and equity investments in foreign currencies at the balance sheet date are translated into sterling at the rates of exchange ruling on that date.
Realised profits or losses on exchange, together with differences arising on the translation of foreign currency assets or liabilities, are taken to the capital return column of the Statement of Comprehensive Income.
Foreign exchange gains and losses arising on investments held at fair value are included within changes in fair value.
(m) Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity, as a deduction, net of tax, from the proceeds.
(n) Capital Reserves
Capital reserve arising on investments sold includes:
- gains/losses on disposal of investments;
- exchange differences on currency balances; and
- other capital charges and credits charged to this account in accordance with the accounting policies above.
Capital reserve arising on investments held includes:
- increases and decreases in the valuation of investments held at the balance sheet date.
All of the above are accounted for in the Statement of Comprehensive Income.
(o) Repurchase of Ordinary Shares
The costs of repurchasing Ordinary shares including related stamp duty and transaction costs are taken directly to equity and reported through the Statement of Changes in Equity as a charge on the special distributable reserve. Share repurchase transactions are accounted for on a trade date basis.
The nominal value of Ordinary share capital repurchased and cancelled is transferred out of called up share capital and into the capital redemption reserve.
(p) Accounting Standards
(i) Standards, amendments and interpretations becoming effective in the year to 30 November 2014:
· IAS 1 (amendment), 'Presentation of Financial Statements' - amendments resulting from annual improvements review to revise the way other comprehensive income is presented.
· IFRS 7 (amendment), 'Financial Instruments - Disclosures' (effective for periods beginning on or after 1 January 2013) - amendments enhancing disclosures about offsetting financial assets and financial liabilities.
· IFRS 13, 'Fair Value Measurement' (effective for annual periods beginning on or after 1 January 2013) - aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair
value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP.
None of the above has any significant impact on the amounts reported in these financial statements.
(ii) Standards, amendments and interpretations to existing standards become effective in future accounting periods and have not been adopted early by the Company:
· IFRS 9, 'Financial Instruments' (effective for financial periods beginning on or after 1 January 2015) - addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015, subject to endorsement by the EU.
· IFRS 10, 'Consolidated Financial Statements' (effective for financial periods beginning on or after 1 January 2014) - Provides additional guidance to assist in the determination of control where this is difficult to assess.
· IFRS 12, 'Disclosures of Interests In Other Entities' (effective for financial periods beginning on or after 1 January 2014) - includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.
· IAS 27 (revised), 'Separate Financial Statements' (effective for financial periods beginning on or after 1 January 2014) - requirements for consolidated financial statements moved to IFRS 10.
· IAS 32, 'Financial Instruments: Presentation' (effective for financial periods beginning on or after 1 January 2014) - updates the application guidance in IAS 32 to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet.
· IAS 39, 'Financial Instruments: Recognition and Measurement' (effective for financial periods beginning on or after 1 January 2014) - narrow scope amendments allow hedge accounting to continue in a situation where a derivative, which has been designated as a hedging instrument, is novated to effect clearing with a central counterparty as a result of laws or regulation, if specific conditions are met (in this context, a novation indicates that parties to a contract agree to replace their original counterparty with a new one).
It is not expected that the standards listed above will have a significant impact on the financial statements of the Company in future periods, except that IFRS 9 may impact both the measurement and disclosure of financial instruments. However it is not yet practical to provide an estimate of the effect.
(iii) The following standards, amendments and interpretations to existing standards become effective in future accounting periods (all from 1 January 2014), but are not relevant for the Company's operations:
· IFRS 1 (amendments), 'First Time Adoption of International Financial Reporting Standards'
· IFRS 11, 'Joint Arrangements'
· IAS 12 (amendment), 'Income Taxes'
· IAS 16, 'Property, Plant and Equipment'*
· IAS 19 (amendment), 'Employee Benefits'
· IAS 28, 'Associates and Joint Ventures'
· IAS 34, 'Interim Reporting'*
· IAS 36, 'Impairment of Assets'
* Have not been endorsed by EU.
(q) Segmental Reporting
Under IFRS 8, 'Operating Segments', operating segments are considered to be the components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker has been identified as the Investment Manager (with oversight from the Board).
The Directors are of the opinion that the Company has only one operating segment and as such no distinct segmental reporting is required.
(r) Critical Accounting Estimates and Judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Estimates and assumptions used in preparing the financial statements are reviewed on an ongoing basis and are based on historical experience and various other factors that are believed to be reasonable under the circumstances. The results of these estimates and assumptions form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. There are not considered to be any critical estimates and assumptions likely to cause material adjustment to the carrying values of assets and liabilities.
3 Investment Income
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
UK dividends |
1,067 |
227 |
Overseas dividends |
4,410 |
1,144 |
Scrip dividends |
89 |
16 |
Interest on debt securities |
1,269 |
433 |
Dividends on contracts for difference |
167 |
- |
Total investment income |
7,002 |
1,820 |
4 Other Operating Income
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
Option premium income |
317 |
20 |
Bank interest |
4 |
2 |
Total other operating income |
321 |
22 |
Option premium income for the period arises from writing short-dated covered-call options and put options in the expectation that the options will not be exercised or, in overall terms, any losses that may arise following exercise will be outweighed by the premiums received. As shown in note 6 a loss of £8,000 (2013: loss of £16,000) has been recognised in the capital return for the period in respect of these options.
5 Gains on Investments Held at Fair Value
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
Net gains/(losses) on disposal of investments at historic cost |
1,619 |
(1,775) |
Less fair value adjustments in earlier years |
(1,219) |
- |
Gains/(losses) based on carrying value at previous balance sheet date |
400 |
(1,775) |
Valuation gains on investments held during the year |
12,036 |
6,635 |
|
12,436 |
4,860 |
6 Other Movements on Written Options
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
Other movements on written options |
(8) |
(16) |
This movement arises from differences between the change in fair value of written options and the amount of premium income recognised in the revenue return, in accordance with the policy explained in note 2(d).
7 Other Currency Losses
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
Exchange losses on currency balances |
(230) |
(666) |
8 Investment Management Fee
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
Management fee |
|
|
- charged to revenue |
301 |
111 |
- charged to capital |
1,206 |
444 |
Investment management fee payable to Polar Capital LLP |
1,507 |
555 |
Management fees are allocated 20% to revenue and 80% to capital. Details of the fee arrangements are given in the Strategic Report on page 15.
9 Other Administrative Expenses (Including VAT Where Appropriate)
|
Year ended 30 November 2014 £'000 |
Period ended 30 November 2013 £'000 |
Directors' fees* |
90 |
43 |
Auditors' remuneration: |
|
|
For audit services |
24 |
23 |
For other services |
1 |
1 |
Other expenses |
340 |
139 |
|
455 |
206 |
*Full disclosure is given in the Directors' Remuneration Report on page 31.
10 Finance Costs
|
Year ended 30 November 2014 |
Period ended 30 November 2013 |
||||
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
Interest on loans and overdrafts |
11 |
43 |
54 |
- |
- |
- |
Loan arrangement fees |
6 |
22 |
28 |
- |
- |
- |
|
17 |
65 |
82 |
- |
- |
- |
Finance costs are allocated 20% to revenue and 80% to capital.
11 Taxation
|
Year ended |
Period ended |
||||
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
|
a) Analysis of tax charge for the year: |
|
|
|
|
|
|
Overseas tax |
419 |
- |
419 |
106 |
- |
106 |
Corporation tax |
137 |
- |
137 |
- |
- |
- |
Tax relief in capital |
277 |
(277) |
- |
85 |
(85) |
- |
Double taxation relief |
(53) |
- |
(53) |
- |
- |
- |
Total tax for the year (see note 11b) |
780 |
(277) |
503 |
191 |
(85) |
106 |
b) Factors affecting tax charge for the year: |
|
|
|
|
|
|
The charge for the year can be reconciled |
|
|
|
|
|
|
Profit before tax |
6,550 |
10,825 |
17,375 |
1,525 |
3,734 |
5,259 |
Tax at the UK corporation tax rate of 21%* |
917 |
1,516 |
2,433 |
- |
- |
- |
Tax at the UK corporation tax rate of 23% |
502 |
830 |
1,332 |
351 |
859 |
1,210 |
Tax effect of non-taxable dividends |
(1,005) |
- |
(1,005) |
(245) |
- |
(245) |
Gains on investments that are not taxable |
- |
(2,623) |
(2,623) |
- |
(961) |
(961) |
Unrelieved current period expenses and deficits |
- |
- |
- |
- |
1 |
1 |
Overseas tax suffered |
419 |
- |
419 |
106 |
- |
106 |
Tax relief on overseas tax suffered |
(53) |
- |
(53) |
(21) |
16 |
(5) |
Total tax for the year (see note 11a) |
780 |
(277) |
503 |
191 |
(85) |
106 |
* The standard rate of corporation tax in the UK changed from 23% to 21% with effect from 1 April 2014. Accordingly, the Company's profits for this accounting year are taxed at an effective rate of 21.7%.
c) Factors that may affect future tax charges:
The Company has no unrecognised deferred tax asset (30 November 2013: £1,000) based on a prospective corporation tax rate of 20%.
Given the Company's intention to continue to meet the conditions required to retain its status as an Investment Trust Company, no provision has been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
12 Earnings Per Ordinary Share
The calculation of basic earnings per share is based on the following data:
|
Year ended |
Period ended |
||||
Revenue return |
Capital return |
Total return |
Revenue return |
Capital return |
Total return |
|
Net profit for |
5,770 |
11,102 |
16,872 |
1,334 |
3,819 |
5,153 |
Weighted average ordinary shares in issue |
174,571,096 |
174,571,096 |
174,571,096 |
157,239,869 |
157,239,869 |
157,239,869 |
From continuing operations |
|
|
|
|
|
|
Basic earnings per ordinary share (pence) |
3.31 |
6.36 |
9.67 |
0.85 |
2.43 |
3.28 |
The Company has in issue 30,600,000 subscription shares which are convertible into ordinary shares.
The subscription shares were issued on 1 July 2013. Further details of the conversion price are given in note 19 on page 60.
There was no dilutive effect on the earnings per ordinary share in respect of the conversion rights attending to the subscription shares as the conversion price is higher than the ordinary share price of the Company.
13 Amounts Recognised as Distributions to Ordinary Shareholders in the Year
Dividends paid in the year ended 30 November 2014
Payment date |
No of shares |
Pence per share |
Year ended 30 November 2014 £'000 |
31 March 2014 |
174,700,000 |
0.68p |
1,188 |
22 August 2014 |
177,200,000 |
1.75p |
3,101 |
|
|
|
4,289 |
The revenue available for distribution by way of dividend for the year is £5,770,000 (2013: £1,334,000).
The total dividends payable in respect of the financial year ended 30 November 2014 which is the basis on which the requirements of Section 1158 Corporation Tax Act 2010 are considered, is set out below:
Payment date |
No of shares |
Pence per share |
Year ended 30 November 2014 £'000 |
22 August 2014 |
177,200,000 |
1.75p |
3,101 |
27 February 2015 |
174,150,000 |
1.35p |
2,351 |
|
|
|
5,452 |
The total dividends payable in respect of the financial period ended 30 November 2013 which is the basis on which the requirements of Section 1158 Corporation Tax Act 2010 are considered, is set out below:
Payment date |
No of shares |
Pence per share |
Period ended 30 November 2013 £'000 |
31 March 2014 |
174,700,000 |
0.68p |
1,188 |
|
|
|
1,188 |
14 Investments and Derivatives
(a) Investments
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Cost brought forward |
156,042 |
- |
Valuation gains |
6,635 |
- |
Valuation at 30 November |
162,677 |
- |
Additions at cost |
62,456 |
170,256 |
Proceeds on disposal |
(41,550) |
(12,434) |
Gains/(losses) on disposal |
400 |
(1,775) |
Amortisation on fixed interest securities |
(28) |
(5) |
Add: Valuation gains |
12,036 |
6,635 |
Valuation at 30 November |
195,991 |
162,677 |
Cost at 30 November |
178,539 |
156,042 |
Closing fair value adjustment |
17,452 |
6,635 |
Valuation at 30 November |
195,991 |
162,677 |
The following transactions costs, including stamp duty and broker commissions were incurred during the year:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
On acquisitions |
135 |
198 |
On disposals |
74 |
29 |
|
209 |
227 |
(b) Fair value of open derivative contracts
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Ares Capital contract for difference* |
(235) |
- |
Standard Chartered Put Option 1400 closing 20 December 2013 |
- |
(2) |
JP Morgan Chase Put Option 50 closing 21 December 2013 |
- |
- |
Citigroup Call Option 52.5 closing 21 December 2013 |
- |
(7) |
Citigroup Put Option 48 closing 21 December 2013 |
- |
(1) |
BBVA Call Option 7.93 closing 20 December 2013 |
- |
(17) |
Fair value at 30 November 2014 |
(235) |
(27) |
* The contract for difference is held in order to increase exposure to stock movements without the financial commitment of purchasing the stock. The total market exposure on the Ares Capital contract for difference is £2,624,000 and the liability attached to this contract for difference is £2,859,000. This is an unrealised loss of £235,000.
(c) Fair value hierarchy
The Company's financial instruments within the scope of IFRS 7 that are held at fair value comprise
its investment portfolio and derivative financial instruments.
They are categorised into a hierarchy consisting of the following three levels:
Level 1 - valued using quoted prices in active markets.
Level 2 - valued by reference to valuation techniques using observable inputs other than quoted market prices included within Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.
Details of the valuation techniques used by the Company are given in note 2(g) on page 48.
The following table sets out the fair value measurements using the IFRS 7 hierarchy at 30 November 2014:
There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in Level 3 is set out below.
|
As at 30 November 2014 |
|||
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
Equity Investments |
174,882 |
3,266 |
500 |
178,648 |
Interest bearing securities |
17,343 |
- |
- |
17,343 |
Derivative Financial Instruments |
- |
(235) |
- |
(235) |
Total |
192,225 |
3,031 |
500 |
195,756 |
|
As at 30 November 2013 |
|||
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
Equity Investments |
143,352 |
4,937 |
- |
148,289 |
Interest bearing securities |
14,388 |
- |
- |
14,388 |
Derivative Financial Instruments |
(27) |
- |
- |
(27) |
Total |
157,713 |
4,937 |
- |
162,650 |
Level 3 investments at fair value through profit or loss |
30 November 2014 £'000 |
30 November 2013 £'000 |
Opening balance |
- |
- |
Transfers from Level 1 |
- |
- |
Additions at cost |
500 |
- |
Disposal proceeds |
- |
- |
Total losses included in the Statement of Comprehensive Income |
|
|
- on assets held at the year end |
- |
- |
Closing balance |
500 |
- |
d) Unquoted investments
The value of the unquoted investments as at 30 November 2014 was £500,000 (30 November 2013: £nil) and the portfolio comprised of the following holdings:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Atom Bank |
500 |
- |
|
500 |
- |
The investment in Atom Bank is stated in the Company's Financial Statements at cost, which is considered by the Directors to equate to fair value at 30 November 2014.
Atom Bank is a new start up business. At 30 November 2014, the Company owned 3.4% of Atom Bank's issued share capital. The Bank had not commenced operations by 30 November 2014 so had not generated any business or distributed any income to its shareholders at that date.
15 Receivables
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Securities sold awaiting settlement |
446 |
1,052 |
Net proceeds due from issue of shares |
- |
1,015 |
Spot foreign exchange contracts awaiting settlement |
- |
228 |
VAT recoverable |
5 |
- |
Dividends and interest receivable |
829 |
726 |
Prepayments |
40 |
- |
|
1,320 |
3,021 |
The Directors consider that the carrying amounts of receivables approximate to their fair value.
16 Cash and Cash Equivalents
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Cash at bank |
2,117 |
5,344 |
Cash held at derivative clearing houses |
1,585 |
115 |
|
3,702 |
5,459 |
17 Payables
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Securities purchased awaiting settlement |
- |
978 |
Spot foreign exchange contracts awaiting settlement |
- |
229 |
Accruals |
316 |
412 |
Corporation tax payable |
84 |
- |
|
400 |
1,619 |
The Directors consider that the carrying amounts of payables approximate to their fair value.
18 Bank Loans
|
30 November 2014 £'000 |
30 November 2013 £'000 |
The Company has the following unsecured Sterling loans: |
|
|
£5m at 2.0% repayable 16 July 2015 |
5,000 |
- |
£5m at 1.8% repayable 16 July 2015 |
5,000 |
- |
|
10,000 |
- |
The loan amounts have been drawn on the Company's £18 million facility with ING. The facility is unsecured but is subject to covenants and restrictions which are customary for a facility of this nature, all of which have been complied with during the year.
Bank loans are all due for settlement within 12 months and are stated at their fair value, which equates to amortised cost.
19 Called up Share Capital
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Allotted, Called up and Fully paid: |
|
|
Ordinary shares of 5p each: |
|
|
Opening balance of 166,750,000 (30 November 2013: nil) |
8,338 |
- |
Issue of 10,450,000 (2013: 166,750,000) ordinary shares |
522 |
8,338 |
Repurchase of 2,600,000 (2013: nil) ordinary shares for cancellation |
(130) |
- |
Allotted, Called up and Fully paid: 174,600,000 |
8,730 |
8,338 |
30,600,000 (2013: 30,600,000) subscription shares at 1p each |
306 |
306 |
At 30 November 2014 |
9,036 |
8,644 |
The subscription shares were issued as a bonus issue to ordinary shareholders at a rate of one bonus subscription share for every 5 ordinary shares held on 1 July 2013. A subscription share carries the right to subscribe in cash for one ordinary share at a price of 115p on 31 July 2017.
10,450,000 ordinary shares were issued in the year for a net consideration of £10,838,000. 2,600,000 ordinary shares were repurchased and cancelled in the year at a cost of £2,527,000. (2013: Following the initial issue of 153,000,000 shares on 1 July 2013, a further 13,750,000 ordinary shares were subsequently issued in the period for a net consideration of £14,064,000).
20 Capital Redemption Reserve
|
30 November 2014 £'000 |
30 November 2013 £'000 |
At 1 December 2013 |
- |
- |
Repurchase of 2,600,000 (2013: nil) ordinary shares for cancellation |
130 |
- |
At 30 November 2014 |
130 |
- |
21 Share Premium Reserve
|
30 November 2014 £'000 |
30 November 2013 £'000 |
At 1 December 2013 |
11,630 |
- |
Issue of 10,450,000 ordinary shares |
10,343 |
- |
Issue of 153,000,000 ordinary shares at 100p each |
- |
145,350 |
Bonus issue of 17,800,000 subscription shares at 1p each |
- |
(306) |
Transfer to special distributable reserve |
- |
(144,094) |
Issue of 13,750,000 ordinary shares |
- |
13,502 |
Issue costs |
(27) |
(2,822) |
At 30 November 2014 |
21,946 |
11,630 |
On 4 September 2013 the Company received the approval of the High Court to cancel the share premium account and create a special distributable reserve.
22 Special Distributable Reserve
|
30 November 2014 £'000 |
30 November 2013 £'000 |
At 1 December 2013 |
144,094 |
- |
Cost of 2,600,000 ordinary shares repurchased for cancellation |
(2,527) |
- |
Transfer from share premium reserve |
- |
144,094 |
At 30 November 2014 |
141,567 |
144,094 |
Surpluses to the credit of the special distributable reserve can be used to purchase the Company's own shares. In addition the Company may use this reserve for the payment of dividends.
23 Capital Reserves
|
30 November 2014 £'000 |
30 November 2013 £'000 |
At 1 December 2013 |
3,819 |
- |
Net gains/(losses) on disposal of investments |
400 |
(1,775) |
Valuation gains on investments held during the year |
12,036 |
6,635 |
Losses on contracts for difference |
(102) |
- |
Other movements on written options held during the year |
(8) |
(16) |
Exchange losses on currency balances |
(230) |
(666) |
Investment management fee |
(1,206) |
(444) |
Finance costs |
(65) |
- |
Tax relief due from revenue |
277 |
85 |
At 30 November 2014 |
14,921 |
3,819 |
The balance on the capital reserve represents a profit of £17,218,000 (2013: £6,635,000) on investments held and a loss of £2,297,000 (2013: £2,816,000) on investments sold.
24 Revenue Reserve
|
30 November 2014 £'000 |
30 November 2013 £'000 |
At 1 December 2013 |
1,334 |
- |
Revenue profit |
5,770 |
1,334 |
Interim dividends paid |
(4,289) |
- |
At 30 November 2014 |
2,815 |
1,334 |
25 Net Asset Value Per Ordinary Share
|
30 November 2014 |
30 November 2013 |
Undiluted: |
|
|
Net assets attributable to ordinary shareholders (£'000) |
190,415 |
169,521 |
Ordinary shares in issue at end of period |
174,600,000 |
166,750,000 |
Net asset value per ordinary share (pence) |
109.06 |
101.66 |
There is no dilutive effect on the net asset value per ordinary share in respect of the conversion rights attaching to the subscription shares as the conversion price was higher than the NAV per share of the Company at the year end.
26 Transactions with the Investment Manager and Related Party Transactions
(a) Transactions with the manager
Under the terms of an agreement dated 11 June 2013 the Company has appointed Polar Capital LLP ("Polar Capital") to provide investment management, accounting, secretarial and administrative services. Details of the fee arrangement for these services are given in the Strategic Report. The total fees paid under this agreement to Polar Capital in respect of the year ended 30 November 2014 were £1,507,000 (five month period ended 30 November 2013: £555,000) of which £122,000 (30 November 2013: £232,000) was outstanding at the year end.
(b) Related party transactions
The Company has no employees and therefore no key management personnel other than the Directors. The Company paid £90,000 (2013: £43,000) to the Directors of which £55,000 (2013: £43,000) was outstanding at the year end. The Remuneration Report is on pages 30 to 32.
27 Derivatives and Other Financial Instruments
Risk management policies and procedures for the Company
The Company invests in equities, debt securities and other financial instruments for the long term to further the investment objective set out on page 11. This exposes the Company to a range of financial risks that could impact on the assets or performance of the Company.
The main risks arising from the Company's pursuit of its investment objective are market risk, liquidity risk and credit risk and the Directors' approach to the management of them is set out below.
The Company's exposure to financial instruments can comprise:
- Equity and non-equity shares and fixed interest securities which may be held in the investment portfolio in accordance with the investment objective.
- Borrowings, the main purpose of which is to enhance returns.
- Cash, liquid resources and short-term debtors and creditors that arise directly from the Company's operations.
- Derivative transactions which the Company enters into may include equity or index options, contracts for difference, index futures contracts, and forward foreign exchange contracts. The purpose of these is to manage the market price risks and foreign exchange risks arising from the Company's investment activities.
The overall management of the risks is determined by the Board and its approach to each risk identified is set out below. The Board and the Investment Manager co-ordinate the risk management and the Investment Manager assesses the exposure to market risk when making each investment decision.
(a) Market Risk
Market risk comprises three types of risk: market price risk (see note 27(a)(i)), currency risk
(see note 27(a)(ii)), and interest rate risk (see note 27(a)(iii)).
(i) Market Price Risk
The Company is an investment company and as such its performance is dependent on its valuation of its investments. Consequently market price risk is the most significant risk that the Company faces.
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company's operations. It represents the potential loss the Company might suffer through holding market positions in the face of price movements.
A detailed breakdown of the investment portfolio is given on pages 08 to 10. Investments are valued in accordance with the accounting policies as stated in note 2(g).
At the year end, the Company's portfolio included one derivative instrument (2013: five), as shown in note 14(b). This open contract is due to mature in July 2015.
Management of the risk
In order to manage this risk it is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce both the statistical risk and the risk arising from factors specific to a particular financial sub sector. The allocation of assets to international markets, together with stock selection covering small, medium and large companies, and the use of options, are other factors which act to reduce price risk. The Investment Manager actively monitors market prices and reports to the Board, which meets regularly in order to consider investment strategy.
Market price risk exposure
The Company's exposure to changes in market prices at 30 November on its investments was as follows:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Investments held at fair value through profit or loss |
195,991 |
162,677 |
Derivative financial instruments held at fair value through profit or loss |
2,624 |
(27) |
|
198,615 |
162,650 |
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the period and the value of shareholders' funds to an increase or decrease of 10% in the fair values of the Company's investments. This level of change is considered to be reasonably possible based on observation of current market conditions and historic trends. The sensitivity analysis is based on the Company's investments at each balance sheet date, adjusting for a change in management fee, with all other variables held constant.
|
30 November 2014 |
30 November 2013 |
||
Increase in fair value £'000 |
Decrease in fair value £'000 |
Increase in fair value £'000 |
Decrease in fair value £'000 |
|
Statement of Comprehensive Income - |
|
|
|
|
Revenue return |
(33) |
33 |
(28) |
28 |
Capital return |
19,442 |
(19,442) |
16,154 |
(16,154) |
Change to the profit after tax for the year |
19,409 |
(19,409) |
16,126 |
(16,126) |
Change to equity attributable to shareholders |
19,409 |
(19,409) |
16,126 |
(16,126) |
(ii) Currency Risk
The Company's total return and net assets can be significantly affected by currency translation movements as the majority of the Company's assets and revenue are denominated in currencies other than sterling.
Management of the risk
The Investment Manager mitigates risks through an international spread of investments.
Foreign currency exposure
The table below shows, by currency, the split of the Company's monetary assets, liabilities and investments that are priced in currencies other than sterling.
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Monetary Assets: |
|
|
Cash and short term receivables |
|
|
Norwegian krona |
467 |
- |
US dollars |
337 |
159 |
Taiwan dollars |
220 |
400 |
Euros |
184 |
51 |
Singapore dollars |
87 |
1 |
Japanese yen |
42 |
253 |
Brazilian real |
14 |
52 |
Swiss francs |
11 |
- |
Philippine peso |
- |
8 |
Indonesian rupiah |
- |
7 |
Monetary Liabilities: |
|
|
Payables |
|
|
US dollar |
(235) |
(8) |
Japanese yen |
- |
(228) |
Euro |
- |
(17) |
Foreign currency exposure on net monetary items |
1,127 |
678 |
Non-Monetary Items: |
|
|
Investments held at fair value through profit or loss |
|
|
US dollars |
62,321 |
54,179 |
Euros |
36,326 |
28,120 |
Swiss francs |
10,798 |
7,036 |
Singapore dollars |
7,915 |
6,931 |
Norwegian krona |
6,741 |
5,854 |
Hong Kong dollars |
6,603 |
4,798 |
Brazilian real |
4,485 |
3,949 |
Canadian dollars |
4,299 |
3,279 |
Swedish krona |
3,439 |
3,051 |
Japanese yen |
3,273 |
3,018 |
Thai baht |
2,813 |
2,455 |
Czech koruna |
2,627 |
2,465 |
Indonesian rupiah |
2,593 |
2,005 |
Turkish lira |
2,506 |
2,051 |
Taiwan dollars |
2,259 |
3,245 |
Philippine peso |
1,955 |
1,467 |
Total net foreign currency exposure |
162,080 |
134,581 |
Foreign currency sensitivity
The following tables illustrate the sensitivity of net profit for the year and net assets with regard to the Company's monetary financial assets and liabilities and exchange rates. The sensitivity analysis is based on the Company's monetary currency financial instruments held at the balance sheet date and assumes a 10% appreciation or depreciation in Sterling against the currencies to which the Company is exposed, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
If Sterling had weakened by 10% this would have had the following effect:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Statement of Comprehensive Income - profit after tax |
|
|
Revenue return |
482 |
119 |
Capital return |
113 |
68 |
Change to the profit after tax for the year |
595 |
187 |
Change to equity attributable to shareholders |
595 |
187 |
Conversely if Sterling had strengthened by 10%, this would have had the following effect:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Statement of Comprehensive Income - profit after tax |
|
|
Revenue return |
(482) |
(119) |
Capital return |
(113) |
(68) |
Change to the profit after tax for the year |
(595) |
(187) |
Change to equity attributable to shareholders |
(595) |
(187) |
In the opinion of the Directors, while these are regarded as reasonable estimates, neither of the above sensitivity analyses are representative of the period as a whole since the level of exposure changes frequently as part of the currency risk management process used to meet the Company's objectives.
(iii) Interest Rate Risk
The Company is affected by interest rate changes as it holds interest-bearing financial assets. Interest rate changes also have an impact on the valuation of investments, although this forms part of price risk, which is considered separately above.
Management of the risk
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions.
Derivative contracts are not used to hedge against the exposure to interest rate risk.
Interest rate exposure
The exposure, at 30 November 2014, of financial assets and liabilities to interest rate risk is shown by reference to:
- Floating interest rates (i.e. giving cash flow interest rate risk) - when the rate is due to be re-set; and
- Fixed interest rates (i.e. giving fair value interest rate risk) - when the financial instrument is due for repayment.
|
30 November 2014 |
||
Within one year £'000 |
More than one year £'000 |
Total £'000 |
|
Exposure to floating interest rates: |
|
|
|
Cash and cash equivalents |
3,702 |
- |
3,702 |
Non current asset investments held |
- |
10,457 |
10,457 |
Exposure to fixed interest rates: |
|
|
|
Non current asset investments held |
- |
6,886 |
6,886 |
Bank loans |
(10,000) |
- |
(10,000) |
Total exposure to interest rates |
(6,298) |
17,343 |
11,045 |
|
30 November 2013 |
||
Within one year £'000 |
More than one year £'000 |
Total £'000 |
|
Exposure to floating interest rates: |
|
|
|
Cash and cash equivalents |
5,459 |
- |
5,459 |
Non current asset investments held |
- |
9,847 |
9,847 |
Exposure to fixed interest rates: |
|
|
|
Non current asset investments held |
- |
4,541 |
4,541 |
Total exposure to interest rates |
5,459 |
14,388 |
19,847 |
The weighted average interest rate for the fixed rate financial assets was 5.5% (30 November 2013: 6.9%) and the effective period for which the rate was fixed was 6.8 years (30 November 2013: 8.0 years).
During the year the Company agreed an £18 million loan facility with ING. Interest is payable at a rate of LIBOR as quoted in the market for the relevant currency and period, plus a margin, plus Mandatory Costs, which are the lender's costs of complying with certain regulatory requirements of the Bank of England. Details of the amounts drawn on this facility as at 30 November 2014, and the interest rates applying, are given in note 18.
The above amounts are not necessarily representative of the exposure to interest rates in the year ahead, as the level of cash and investment in fixed interest securities varies during the year according to the performance of the stock market, events within the wider economy and the Investment Manager's decisions on the best use of cash or borrowings over the year.
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 25 basis points in interest rates in regard to the Company's monetary financial assets, which are subject to interest rate risk. This level of change is considered to be reasonably possible based on observation of current market conditions.
The sensitivity analysis is based on the Company's monetary financial instruments held at each balance sheet date, with all other variables held constant.
|
30 November 2014 |
30 November 2013 |
||
Increase in rate £'000 |
Decrease in rate £'000 |
Increase in rate £'000 |
Decrease in rate £'000 |
|
Effect on revenue return |
9 |
(9) |
14 |
(14) |
Effect on capital return |
- |
- |
- |
- |
Effect on net profit and on |
9 |
(9) |
14 |
(14) |
In the opinion of the Directors, the above sensitivity analysis may not be representative of the period as a whole, since the level of exposure may change.
(b) Liquidity Risk
Liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities.
Management of the risk
The Company's assets mainly comprise readily realisable securities which may be sold to meet funding requirements as necessary.
Liquidity risk exposure
At 30 November the financial liabilities comprised of:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Due within 1 month: |
|
|
Balances due to brokers |
- |
1,207 |
Accruals |
316 |
412 |
Due after 3 months and within 1 year: |
|
|
Bank loan |
10,000 |
- |
Corporation tax |
84 |
- |
|
10,400 |
1,619 |
(c) Credit Risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions for disposal of investments or to repay deposits.
Management of the risk
The Company manages credit risk by using brokers from a database of approved brokers and by dealing through Polar Capital. All cash balances are held with approved counterparties.
HSBC Bank plc is the custodian of the Company's assets. The Company's assets are segregated from HSBC's own trading assets and are therefore protected in the event that HSBC were to cease trading.
These arrangements were in place throughout the year under review.
Credit risk exposure
The maximum exposure to credit risk at 30 November 2014 was £4,977,000 (2013: £8,480,000) comprising:
|
30 November 2014 £'000 |
30 November 2013 £'000 |
Balances due from brokers |
446 |
2,295 |
Accrued Income |
829 |
726 |
Cash and cash equivalents |
3,702 |
5,459 |
|
4,977 |
8,480 |
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the likelihood of a material credit default is considered low. None of the Company's financial assets are past due or impaired. All deposits were placed with banks that had ratings of A or higher (2013: A or higher).
(d) Gearing Risk
The Company's policy is to increase its exposure to markets through the judicious use of borrowings. When borrowings are invested, the impact is to magnify the impact on Shareholders' funds of changes, both positive and negative, in the value of the portfolio.
Management of the risk
The Company uses short-term loans to manage gearing risk, details of which can be found in note 18.
Gearing risk exposure
The loans are valued at amortised cost, using the effective interest rate method in the financial statements.
(e) Capital Management Policies and Procedures
The Company's capital management objectives are:
The Company's capital, or equity, is represented by its net assets which amounted to £190,415,000 for the year ended 30 November 2014 (£169,521,000 for the period ended 30 November 2013), which are managed to achieve the Company's investment objective set out on page 11.
The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis.
This review includes:
(i) the need to issue or buy back equity shares for cancellation, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium),
(ii) the determination of dividend payments and
(iii) the planned level of gearing through the Company's fixed rate loan facility.
The Company is subject to externally imposed capital requirements through the Companies Act with respect to its status as a public company. In addition in order to pay dividends out of profits available for distribution, the Company must meet one of the two capital restriction tests imposed on investment companies by company law.
28 Capital Commitments, Contingent Assets and Liabilities
Capital Commitments
The Company is committed to further investment in the following investee company, subject to the fulfilment of certain conditions:
Atom Bank £500,000 (2013: nil).
This additional investment is contingent on Atom Bank becoming authorised under Part V FSMA to carry on a banking business in the UK.
Status of announcement
The figures and financial information contained in this announcement are extracted from the Audited Annual Report for the year ended 30 November 2014 and do not constitute statutory accounts for the year. The Annual Report and Financial Statements include the Report of the Independent Auditors which is unqualified and does not contain a statement under either section 498(2) or Section 498(3) of the Companies Act 2006.
The Annual Report and Financial Statements for the year ended 30 November 2014 have not yet been delivered to the Registrar of Companies. The figures and financial information for the period ended 30 November 2013 are extracted from the published Annual Report and Financial Statements for the period ended 30 November 2013 and do not constitute the statutory accounts for that year. The Annual Report and Financial Statements for the period ended 30 November 2013 has been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or Section 498(3) of the Companies Act 2006
The Directors Remuneration Report and certain other helpful items of shareholder information has not been included in this announcement but forms part of the Annual Report which will be available on the Company's website and will be sent to shareholders in February 2015.
(www.polarcapitalglobalfinancialstrust.com).
AGM
The Annual Report and separate Notice of Meeting for the Annual General Meeting will be posted to shareholders in February 2015 and will be available thereafter from the company secretary at the Registered Office, 4 Matthew Parker Street London SW1H 9NP or from the Company's website.
Forward Looking Statements
Certain statements included in the Annual Report and Financial Statements contain forward-looking information concerning the Company's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the countries, sectors or markets in which the Company operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. For a detailed analysis of the factors that may affect our business, financial performance or results of operations, we urge you to look at the principal risks and uncertainties included in the Strategic Report Section on pages 02 to 16 of the Annual Report and Financial Statements.
No part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in Polar Capital Global Financials Trust plc or any other entity, and must not be relied upon in any way in connection with any investment decision.
The Company undertakes no obligation to update any forward-looking statements.
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.