POLAR CAPITAL GLOBAL FINANCIALS TRUST PLC
Legal Entity Identifier: 549300G5SWN8EP2P4U41
AUDITED ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 30 NOVEMBER 2021
PERFORMANCE HIGHLIGHTS FOR THE YEAR ENDED 30 NOVEMBER 2021
Performance (Sterling total return)
|
For the year ended 30 November 2021 % |
Since Inception % |
|
Net asset value (NAV) per ordinary share (1)* |
27.9 |
121.8 |
|
Ordinary share price (2)* |
29.7 |
119.5 |
|
Ordinary share price including subscription share value (3)* |
- |
124.4 |
|
Benchmark (Sterling total return) MSCI ACWI Financials (4) Chain-linked benchmark (4) |
27.0 27.0 |
109.2 120.0 |
|
Other Indices and peer group (Sterling total return) |
|
|
|
MSCI World Index |
22.6 |
187.4 |
|
FTSE All Share Index |
17.4 |
62.8 |
|
Lipper Financial Sector (5) |
22.7 |
90.5 |
|
|
|
|
|
Performance since Reconstruction on 22 April 2020 (Sterling total return) |
Since Reconstruction %
|
||
NAV per ordinary share (6)* |
|
70.4 |
|
Benchmark (4) |
|
56.6 |
|
Financials |
As at 30 November 2021 |
As at 30 November 2020 |
% Change |
Total net assets^ |
£457,247,000 |
£165,743,000 |
+175.9 |
Net asset value (NAV) per ordinary share |
167.5p |
134.7p |
+24.4 |
Ordinary share price |
172.0p |
136.5p |
+26.0 |
Premium/(discount) per ordinary share* |
2.7% |
1.3% |
|
Net gearing* |
5.2% |
12.7% |
|
Ordinary shares in issue (excluding those held in treasury) |
272,980,000 |
123,050,100 |
+121.8 |
Ordinary shares held in treasury |
6,350,000 |
79,724,900 |
-92.0 |
Total dividend per ordinary share |
4.40p |
4.40p |
- |
Earnings per Ordinary share (7) |
For the year ended 30 November 2021 |
For the year ended 30 November 2020 |
|
Revenue Return |
4.42p |
3.01p |
|
Capital Return |
24.57p |
(33.01p) |
|
Total |
28.99p |
(30.00p) |
|
Expenses* |
|
|
|
Ongoing Charges |
1.02% |
1.09% |
|
Ongoing charges including performance fee~ |
0.98% |
1.74% |
|
Dividends
The Company has paid or declared the following dividends relating to the financial year ended 30 November 2021:
Pay date |
Amount per ordinary share |
Ordinary Shares In issue |
Record date |
Ex-date |
Declared Date |
First interim: 31 August 2021 |
2.40p |
182,475,000
|
6 August 2021 |
5 August 2021 |
1 July 2021 |
Second interim: 28 February 2022 |
2.00p |
281,730,000 |
7 January 2022 |
6 January 2022 |
15 December 2021 |
Total (2020: 4.40p) |
4.40p |
|
|
|
|
Note 1
The total return NAV performance for the period is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Performance since inception has been calculated using the initial NAV of 98p and the NAV on 30 November 2021. Dividends are deemed to be reinvested on the ex-dividend date as this is the protocol used by the Company's benchmark and other indices.
Note 2
The total return share price performance is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date. Performance since inception has been calculated using the launch price of 100p to the closing price on 30 November 2021.
Note 3
The total return share price performance since inception includes the value of the subscription shares issued free of payment at launch on the basis of one for every five Ordinary shares and assumes such were held throughout the period from launch to the final conversion date of 31 July 2017. Performance is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date and uses the launch price of 100p per Ordinary share and the closing price per Ordinary share on 30 November 2021.
Note 4
The benchmark changed on 23 April 2020 to MSCI ACWI Financials Net Total Return Index (in Sterling) due to the Company's exposure to Emerging Market financials equities and its limited exposure to real estate equities. Prior to this the Company's benchmark was MSCI World Financials + Real Estate Net Total Return Index. Preceding 31 August 2016, the Company's benchmark was the MSCI World Financials Index, which included Real Estate as a constituent until its removal that year. Benchmark performance above illustrates linked performance of these benchmarks.
Note 5
Dynamic average of open ended funds in the Lipper Financial Sector Universe which comprised 47 open ended funds in the year under review.
Note 6
The total return NAV performance since the Reconstruction is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. The new performance fee period runs from the date of the Reconstruction. The opening NAV for the performance fee of 102.8p is the closing NAV the day before the tender offer was completed.
Note 7
Refer to note 11 below for more details.
^ The change in net assets reflects shares reissued from treasury in the year, new shares issued, including those from conversion of the C share issue, dividends paid and market movements.
* See Alternative Performance Measure provided below.
~ The performance fee calculation methodology has been amended to remove an unintended outcome of the previous methodology, see note 18 below.
Data sourced by HSBC Securities Services Limited, Polar Capital LLP and Lipper.
Status of Announcement
The figures and financial information contained in this announcement are extracted from the draft unaudited financial results for the year ended 30 November 2021 and do not constitute statutory accounts for that year. Once finalised, the Annual Report and Financial Statements will include the Report of the Independent Auditors which is expected to be unqualified and not expected to 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 2021 have not yet been delivered to the Registrar of Companies.
The figures and financial information for the year ended 30 November 2020 have been extracted from the published Annual Report and Financial Statements for the year ended 30 November 2020 and do not constitute the statutory accounts for that year. The Annual Report and Financial Statements for the year ended 30 November 2020 have 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 shareholder information has not been included in this announcement but will form part of the finalised Annual Report which will be available on the Company's website and will be sent to shareholders in March 2022.
National Storage Mechanism
A copy of the Annual Report once published will be submitted to the National Storage Mechanism ('NSM') and will then be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Neither the contents of the Company's website nor the contents of any website accessible from the hyperlinks on the Company's website (or any other website) are incorporated into or form part of this announcement.
CHAIRMAN'S STATEMENT
On 17 February 2022, the Company released Preliminary Results to the market which included my Chairman's Statement to you at that date, as below. Given the continued strong demand for the Company's shares, the release of the Preliminary Results updated the market ahead of a second subsequent placing of shares under the terms of the Prospectus issued in May 2021.
Despite closing on the first day of Russia's military attack on the Ukraine, the second subsequent placing resulted in the issue of 9,905,427 new Ordinary Shares for a total consideration of £16.6m, demonstrating the confidence shareholders have in the Company and the global financial sector. Shares were issued at a price of 167.75 pence per share, representing the NAV plus 1.5% costs. My Chairman's Statement below was released before Russia began military operations in
Ukraine. Events are fast moving and unpredictable and it will likely be some time before the full effects of Russia's attack on Ukraine and how they impact our sector play out. We are closely monitoring developments with the Manager and assessing how best to respond on behalf of shareholders. In the meantime our thoughts are with those directly involved or who have links to the region.
9 March 2022
Dear Shareholders,
2021 was the year of the COVID-19 vaccine - two doses and a booster battling new variants and conspiracy theorists. As I write the battle continues, but with signs suggesting a cohabitation with the virus that allows some kind of return to normality is on the horizon.
In last year's Chairman's statement, I spoke of green shoots for the Company with signs of a change in sentiment towards the financial sector. These shoots blossomed in 2021. During the financial year under review the Company recorded a net asset value total return of 27.9%, outperforming broader market indices.
The dramatic improvement in sentiment towards the sector and Company is best demonstrated by share capital changes between the latest and previous financial years. In the 2020 financial year (FY20) the Company bought into treasury a total of 79,159,235 ordinary shares following the tender offer in April 2020 and made further purchases to support liquidity in the Company's shares. In sharp contrast, during the financial year 2021 (FY21) a total of 76,555,000 new ordinary shares were issued following the conversion of a successful C Share issue and a further 73,374,900 shares were re-issued from treasury to meet strong demand for the Company's shares. Further significant new ordinary share issuance has taken place following the year end in response to continuing strong demand. These changes in share capital are described in more detail below.
As a result of the changes to share capital combined with strong investment performance, the NAV of the Company increased from £166m to £457m over the period under review. The Board believes these capital changes have had the beneficial effect of enhancing liquidity in the shares and expanding the breadth and depth of our shareholder base.
Despite the extraordinary volatility in the Company's fortunes over the past two years, the Board has been able to maintain a steady dividend through the careful management of distributable reserves. The Board has announced a second interim dividend of 2.00p payable on 28 February 2022, maintaining the total dividend for the year at 4.40p for the second year running.
I am pleased to welcome to the Board Cecilia McAnulty who joined on 1 November 2021. Cecilia was appointed as phase one of the Board's succession plan, with the original Board members in place at the IPO retiring as their nine-year tenures expire. Cecilia has joined as Audit Chair-elect to ensure a smooth transition with the current Audit Chair, Joanne Elliot, who will step down from the Board following the forthcoming AGM in April 2022.
Performance
The sharp improvement in sentiment towards the financials sector in FY21 was evident in the performance of the Company's benchmark, the MSCI ACWI Financials Index, which delivered a total return in sterling terms of 27.0%, comfortably ahead of the MSCI ACWI Global index's 20.6% total return.
Your Manager was able to match this strong performance by delivering a total return of 27.9% after all expenses over the year. Since the reconstruction of the Company on 22 April 2020, the portfolio has generated a total return of 70.4% (net of expenses) compared to the benchmark's total return of 56.6%. The Manager was also able to successfully manage significant and regular capital inflows in a rising market, which can often be a drag on investment performance. In addition, the use of the C Share structure for a large portion of share issuance ensured that both performance and the revenue reserve were protected for our existing shareholders until the proceeds were fully deployed.
In FY21 the Manager's stock selection, previously a consistent source of added value, was for the first time a drag on performance relative to the benchmark. This was compensated by an overweight allocation to the strongly performing banks sub-sector, in particular US regional banks, and by the Manager's use of leverage in a rising market. Other key features of the Manager's investment style included broad diversification across sectors and regions, including emerging markets, and a high active share of over 75% when positioning the portfolio against the benchmark. Drivers of performance are described in more detail in the Manager's Report.
Gearing is one of the tools that many investment trusts have at their disposal and the Manager deployed gearing during the year in order to enhance returns. The Board regularly reviews the borrowing arrangements that enable gearing and during the year switched providers to ensure the Company had the best available terms for both the revolving credit and term facilities.
Share Capital Changes - A Year of Extraordinary Growth
In April 2020 a Company reconstruction took place in the form of a 100% tender offer and the replacement of the fixed end-of-life with a five yearly tender offer. The tender resulted in the Company buying into treasury 79,159,235 ordinary shares, accounting for 39.1% of the shares in issue at that time. In addition to the tender the Company bought into treasury a further 670,000 ordinary shares in FY20 to support trading in the Company's shares, which traded for much of the year at a discount to NAV, reflecting the very negative sentiment towards the financials sector at that time.
The experience in FY21 could not provide a greater contrast. In my statement last year, I noted the positive change in sentiment towards the sector that followed the announcement of successful vaccination trials in November 2020. By the end of the same month, this resulted in the Company's share price trading at a premium to NAV and, on the very last day of the financial year, the first re-issue of shares out of treasury to satisfy investor demand.
During FY21 demand for the Company's shares remained consistently strong with its share price trading at a persistent premium to NAV. As I reported in my half year statement, the Board responded to the strong interest in the Company's shares by concluding a successful new issue of £122m C shares in June 2021, which were converted to 76,555,000 ordinary shares in August 2021. In addition, over the year, the Company re-issued a further 73,374,900 ordinary shares from its treasury account to satisfy persistent strong demand and to help facilitate orderly trading. Interestingly, the treasury shares were bought back in 2020 at an average price of 103.00p per share and re-issued during 2021 at an average price of 162.15p. Both exercises had the additional benefit of enhancing NAV per share for existing shareholders.
As a result, the number of ordinary shares in issue increased by 150m in aggregate from 123m ordinary shares at the beginning of the financial year to a total of 273m at the financial year end. The total cash raised during the financial year through the C share issue and treasury sales amounted to £239m. Coupled with the rise in the share price, the Company's market capitalisation rose by a remarkable 180% from £168m to £470m over the course of the financial year.
Ordinary shares remaining in treasury at the financial year end stood at 6.35m. Since then, demand for the Company's shares has continued to be strong, exhausting the remaining shares held in treasury within the first two weeks of the start of the 2022 financial year (FY22).
At the 2021 AGM the Company was given authority to issue 16.2m ordinary shares without pre-emption rights. By the end of January 2022, the remaining authority had reduced to 1m shares through issuance to satisfy demand; the Company was granted shareholder approval to renew the authority to issue shares on a non pre-emptive basis at a General Meeting on 1 February 2022 to provide additional flexibility to manage ongoing demand for shares. This authority, unless renewed earlier, will expire at the AGM to be held in April 2022, at which time a new authority to issue up to 10% of the enlarged share capital will be sought from shareholders.
Any shares sold into the market by the Company from either treasury or from its new issuance authority are only sold at a premium to the 'live' NAV calculated at the time of the transaction and are therefore accretive to NAV. In FY21, the cumulative effect of treasury share sales provided a 0.3617p uplift to NAV per share.
Apart from a brief period in the summer after the C shares were converted to ordinary shares, the Company's share price has consistently traded at a premium to NAV despite the extraordinary growth in shares in issue. The widest premium was 4.96% and at the end of the financial year the premium was calculated at 2.69%.
The rise in the number of shares in issue has not only brought critical mass to the Company and improved the liquidity of trading in its shares, it has also expanded and deepened our shareholder register. At the time of the tender in April 2020 the largest shareholder held 30% of the shares in issue. By 1 February 2022 the largest holding was 13% while a number of new investors were added to the list of shareholders. The Board is very appreciative of the support it has received from its longstanding shareholders and warmly welcomes its new shareholders.
The Board remains ready and willing to respond to any further demand for the Company's shares. The Directors have the ability, under the Prospectus issued on 12 May 2021, to undertake a second C share issue or subsequent placings of ordinary shares. The first such subsequent placing was undertaken at the end of January 2022 and resulted in the allotment of 16,869,893 ordinary shares for an aggregate value of £29.4m. The Directors believe that having the ability to ensure a ready supply of ordinary shares under the shareholder authorities, in any tranche size, should assist with reducing share price volatility by maintaining liquidity and satisfying demand in the market.
Dividends
In August 2021 the Company paid a first interim dividend of 2.4p per ordinary share. On 15 December 2021 the Company announced a second interim dividend of 2.0p per ordinary share, payable on 28 February 2022. The total dividend of 4.4p per ordinary share is unchanged from the total dividend paid in the previous financial year.
One of the advantages of the investment trust structure is the ability to support dividend payments through periods of volatility in underlying earnings. The COVID dominated environment of the past couple of years has certainly been such a period. Up to the 2019 financial year the Company was able to grow the dividend steadily by an average of 7.28% p.a. while building up revenue reserves. Since then, the portfolio's earnings have been adversely affected by the pandemic-induced recession. Despite this the Company has been able to maintain the level of dividend with the help of its distributable reserves.
Revenue earnings for the year ended November 2021 amounted to £8.4m. The higher number of shares ranking for the second interim dividend at the "ex" date will result in a total cash dividend paid for the year ended 30 November 2021 of £10m. On a per share basis the total dividend in respect of FY21 appears covered as the earnings per share is calculated based on the weighted average number of shares in the year. However, on a cash basis, the dividend is paid on the number of shares in issue at the record date. Due to the significant share issuance throughout the financial year and up to the ex-dividend date, the number of shares ranking for the dividend is higher than the number of shares used for the earnings per share calculation and, as a result the dividend is not fully covered in cash terms and will partially be paid from distributable reserves.
The Company's Articles of Association allow the Company to make distributions from any of its distributable reserves, both capital and revenue. For the dividend relating to FY21, although there are sufficient revenue reserves to cover the shortfall mentioned above, the Board has chosen to make part of the distribution from capital reserves for reasons explained below.
Excluding the C share issue, between the beginning of FY21 and the second interim ex-dividend date on 6 January 2022, 82.1m new ordinary shares were issued or re-issued from treasury. Accounting convention requires that the proceeds from the issue of these shares are accounted for wholly as capital. However, the NAV at which they were issued to new holders in fact comprises both the capital value of the underlying portfolio and any accrued but undistributed earnings at the issue date and therefore comprises elements of both income and capital. When these new ordinary shares subsequently rank for a dividend, the dividend is accounted for wholly from revenue even though part of the dividend has effectively been "purchased" at the issue date and recorded in the capital account. The Board has therefore provided for this "purchased" part of the dividend, which can be accurately calculated, to be deducted from the special distributable reserve rather than revenue reserves. The Board believes this accounting approach captures the "purchased" income portion of the NAV, which was recorded as capital at the time of issue, and helps protect the revenue reserves built up historically from the impact of share issuance.
During FY21 and up to the ex-dividend date for the second interim dividend on 6 January 2022, income received into the Capital account from shares issued out of the Company's treasury account and through the shareholder authority amounted to £831,000. The Board has therefore decided to account for this amount in the second interim dividend through distributable capital reserves.
Looking forward, the Board expects the portfolio's underlying earnings to continue to recover as economies learn to live with COVID and the financial sector benefits from favourable tailwinds outlined in the Outlook below. The Board, together with the Manager, will continue to assess the likely income capability of the portfolio in a post-COVID environment to determine the appropriate longer-term distribution level.
Costs
Over the past two financial years the biggest drivers of movements in expenses as a percentage of NAV have been the significant changes in shares in issue, the growth in NAV from performance, and the Investment Manager's compensation including the performance fee accrual. Since the Company's reconstruction in April 2020 the performance fee is calculated as 10% of the excess performance over the total return of the benchmark plus a hurdle of 1.5% p.a. The fee is calculated on performance since the reconstruction and is accrued and only paid at the time of the five yearly tender. Due to the significant growth in the share capital during the year under review, the current calculation methodology presented an unintended outcome for the performance fee accrual. In order to address this, the Board worked with the Manager to amend the calculation to ensure that the performance fee accrual purely reflects investment performance as intended and is not distorted by share capital changes. This revised methodology has resulted in a reduction in the performance fee accrual in FY21. Any performance fee accrual can be reduced by subsequent underperformance of the benchmark plus hurdle rate measured over the five year period. Note 29 provides further detail.
At the time of the Company's reconstruction in 2020, the Manager agreed to a reduction in their base fee from 0.85% per annum of the lower of the Company's market capitalisation and NAV, to 0.70% per annum of the Company's NAV. This helped to mitigate the impact on the ongoing charges ratio ("OCR") of the significant decline in NAV and shares in issue following the reconstruction in that year. In FY20 the relatively low average NAV following the tender resulted in the OCR (excluding performance fees) rising to 1.09%. The substantial growth in the Company's NAV in FY21 has had a positive effect in reducing the OCR (excluding the performance fee) to 1.02%. Including the performance fee accrual, the OCR has fallen from 1.74% to 0.98%, reflecting the reduced performance fee accrual in the year under review.
The Board continues to work with the Manager to ensure that any discretionary spending represents value for money for shareholders and the Board seeks to minimise ongoing expenses wherever possible.
Board Succession
The Company was launched in June 2013 with three Directors. A fourth Director, Simon Cordery, joined the Board in July 2019. The tenures of the three original Directors - Ms Elliot, Ms Hart and myself - are approaching the recommended maximum tenure of nine years, although the AIC Code allows companies with a formal policy to extend the period for the Chair to ease transition. In my statement last year I described the succession plan the Board had developed to provide refreshment in a managed way while being sensitive to appropriate diversity and experience mix. The plan was tabled to begin in 2021 and conclude in 2023 in order to ensure sufficient retention of Company knowledge at any one time and to avoid a cliff-edge of Director departures in the future.
As noted above, phase one of this plan was concluded with the appointment in November 2021 of Cecilia McAnulty as Audit Chair-elect to replace Joanne Elliot who will step down from the Board following the AGM in April 2022. Subsequent to this, the Board will move to the appointment of a new Director to replace Katrina Hart, to be completed by the end of 2022. At that point the Board will review its needs before completing the succession plan in 2023.
In advance of her retirement from the Board I would like to thank Joanne for her service. Joanne has been an excellent colleague and an outstanding Audit Chair, bringing her deep knowledge of the investment trust industry and her rigorous diligence to the role. As a member of the Board, Joanne has been our conscience, a constant and consistent advocate of shareholder interest and maximising shareholder value. Joanne takes with her the very best wishes of all who have shared the Polar Capital Global Financials Trust plc journey.
Environmental, Social and Governance (ESG)
The transition to Net Zero represents a seismic transformation for capital markets, bringing both unprecedented opportunities and threats. Providers of finance, including banks, are playing a critical role in achieving Net Zero goals. The Board welcomes the escalating expectations placed on the financial community to adopt more sustainable and inclusive behaviour and business practices. As well as delivering better outcomes for society as a whole, the Board believes that ESG factors will increasingly drive successful investment performance.
The Company outsources all its business operations and therefore has little direct control over any environmental and social deliverables. Instead, it works with and through its suppliers to better understand their ESG strategy. Specifically, during the course of the past year the Board has continued to engage with the Manager to monitor progress on their adoption of ESG principles in both their investment process and their corporate conduct; has included ESG factors in its risk map as standalone risks; and has engaged with third party suppliers on their Task Force on Climate-Related Financial Disclosures (TCFD). Further detail is provided in the Manager's Report and the ESG Report within the Annual Report.
The Board believes that this journey is only just beginning, driven by a deepening of society's expectations and regulation. The Board will continue to monitor and review its progress against these expectations and respond accordingly.
Outlook
The outlook for the year ahead at the time of writing would seem to be focused on two key drivers - inflation and COVID. The debate on inflation has - like that concerning the virus - centred on whether its upsurge can be characterised as elevated but transitory, or elongated and stubborn.
While the health battle is hopefully approaching its closing stages, the challenge facing central bankers to address rising inflation may only be beginning. As fiscal policy makers continue to focus on the cyclical and social fallout of the pandemic, there are early signs that central bankers are beginning to blink in their standoff with rising inflation. Among the 32 or so central banks that have already started to raise official rates, the Bank of England was the first of the major central banks to move rates higher.
The sharp pick up in non-wage inflation, unexpected supply disruptions in key markets and products, and the tightening of certain parts of the labour market do not seem to be a local story. The risk is that these pressures will be reflected in wage inflation, making the pick-up in general prices more severe and enduring. This is what many central bankers are now focusing on.
Importantly, the language from the Federal Reserve has clearly changed. Having been firmly in the 'transitory' camp on inflation, the Federal Reserve has removed this from its guidance and is now openly planning for a tapering in its asset purchases followed by a programme of official interest rate rises, and eventually moving to reduce the central bank's highly bloated balance sheet. The ECB, for the time being, is lagging but commentators expect its resistance to be tested by evidence of the effect of its policy stance on inflation, economic recovery and the Euro. In January 2022, Eurozone inflation rose to 5%, the highest level recorded over the more than 20-year life of the single currency, while the US reported 7%, representing a four-decade high.
Banks remain the largest component of the financials sector. Their strong performance in FY21 reflected their original conservatism in provisioning for pandemic related loan losses in relation to the resilience they demonstrated subsequently, and to their positive sensitivity to rising interest rate expectations. Since the global financial crisis in 2008, banks in general have been on a long path to rebuilding capital buffers, enhancing the quality of their balance sheets and improving their operational leverage.
In the near term COVID and the outlook for inflation and interest rates are likely to be more significant drivers of fortunes for banks and the sector as a whole. Uncertainties over the pandemic and responses remain, although it appears that many governments and ways of life are moving towards a virus cohabitation rather than elimination reality. This would leave the door open to continued economic recovery with the accompanying inflation concerns.
It seems that we may be at an important turning point in the interest rate cycle and in the extraordinarily accommodative stance of the central banks that matter. The level of global interest rates and bond yields has arguably been at a disequilibrium low level for some time, reflecting the presence of humungous asset buyers at any price, prepared to expand central bank balance sheets without any limit. This has resulted in oceans of liquidity which has provided rocket fuel for financial asset markets, to the point where arguably risk has been systemically mispriced. It has also had collateral consequences such as the rise of crypto currencies which have been in part a response to the debasing of fiat currencies by central banks and which have taken on a life of their own as a beneficiary of limitless liquidity and the disequilibrium in the pricing of risk.
Defining an equilibrium level for interest rates is not straightforward. However, it is unlikely to be at a level where a number of key short-term rates and major longer bond yields are trading at negative or paltry levels; more so when evidence of rising inflation and tightness in key labour and product markets dominates headlines.
Traditionally banks receive more support from a steepening of the yield curve than from the absolute level of yields. This time many banks may be beneficiaries of a rise in rates all along the maturity range, whatever the impact on the shape of the yield curve. For quite some time banks have seen their capital buffers and profits challenged by low or negative short-term rates. Faced with the liquidity piling up on their books following central bank asset purchase programmes, and the paltry rates available on longer term lending/ investing which does not adequately reward risk, banks have had little option but to take the pain of short-term placements at penal rates. A rise in short term rates will feed straight into the bottom line of banks from the large liquidity pools on their balance sheets, while a rise in longer term yields will reward better their lending and investment risk taking. The leverage banks experience in a rising interest rate environment may never have been so rewarding as it is in the current cycle. This leverage is described in more detail in the Manager's Report.
Of course, the sector is more than banks, comprising insurance companies, diversified financials such as investment banks, asset managers and stock exchanges, as well as FinTech companies. Although not all are as sensitive to interest rates as the banking sector, they generally respond well to a recovering economic background.
A number of new players have also entered the market, typically in the FinTech sector, offering digitally-driven transaction services, brokerage platforms and custody services. Although carrying the risks inevitable in start-ups and young enterprises, they are helping to redefine banking products to the benefit of all participants. Rather than being disrupters that threaten the traditional banks, FinTech companies are likely to see not only significant consolidation, but also their futures within or in partnership with the mainstream banks. The combination of digital solutions that meet the new expectations of customers at the core of FinTech offerings, coupled with the capital, client base, risk taking capacity and experience of traditional banks, will help power performance of the sector as a whole.
Overall, the sector is set to be one of the major beneficiaries of a return to normal, not just in the way of life but also in asset markets and prices.
Despite the generally constructive sentiment towards the sector, reports that as many as 75% of FinTech start-up ventures fail; the experience of Danske Bank with its Estonian subsidiary; Credit Suisse's missteps with Greensill Capital and Archegos; and the issues arising in Chinese property companies show the importance of stock picking. The Company benefits from a dedicated team of financials specialists who have extensive experience in the sector and a proven investment process. They are able to take advantage of the Company's flexibility to invest globally, including in emerging markets where they have particular knowledge, as well as to deploy leverage tactically. The Board believes that the Company is in a good position to translate the current favourable tailwinds for the sector into shareholder value.
The Board has always placed high value on engagement with shareholders. At times, such as around the reconstruction of the Company in April 2020, these contacts have brought significant benefits to the Board's stewardship of the Company. Our AGM is scheduled for 7 April 2022 at the offices of Polar Capital in London, dependent on any COVID restrictions that may be in force at that time. The Board is very much looking forward to meeting shareholders in person once again.
Robert Kyprianou
Chairman
16 February 2022
INVESTMENT MANAGER'S REPORT
*Shareholders should note that the Investment Manager's Report was written prior to the invasion of Ukraine and whilst the information contained within the report has been updated where possible, this will have been superseded in some places by the current uncertainties and market volatility.
Performance
The period covered by this report was an excellent one for broader financial markets and the sector. The news in November 2020 of the efficacy of Pfizer's coronavirus vaccine, in collaboration with BioNTech, as well as those being
developed by others provided the catalyst for sentiment to turn much more positive on the sector.
A quicker rollout of vaccines than had been previously expected led to a belief that economies would open up more quickly. Coupled with continued positive economic data underpinned by governments' and central banks' fiscal and monetary stimulus, financials, and in particular bank stocks, were seen as key beneficiaries of the recovery.
Consequently, equity markets were very strong, rising by 20.6% over the year as illustrated by the MSCI ACWI Index. Against this background, financials outperformed wider equity markets, with the Trust's net asset value total return rising by 27.9% while our benchmark index, the MSCI ACWI Financials Index, rose by 27.0%.
Our bank holdings, in particular our holdings in US regional banks, were the biggest driver of absolute and relative performance of the Trust, with gearing also being a positive contributor to returns. However, unlike all previous years,
when stock selection was a positive driver of performance, stock selection was a drag on performance, with holdings
in payment companies and the quality bias of the portfolio weighing on performance. The biggest stock contributors to performance included holdings in Signature Bank, Blackstone and EastWest Bancorp. Laggards included Alibaba Group, Mastercard and Lancashire Holdings.
Investment Review
Markets
Equity markets performed extremely strongly over the year, once again led by the US. While there were ongoing concerns around more transmissible COVID-19 variants and the impact of rising inflation, these were not sufficient to offset the positive sentiment generated by the success and speed of the rollout of vaccines, recovery in economic growth and strength in corporate earnings. However, against this background Japanese and emerging markets lagged wider equity markets, the latter impacted by concerns around the Chinese property market and worries over a more interventionist approach to regulation in China, which hit several sectors.
Government bond yields consequently rose over the period with yield curves steepening as central banks continued to indicate that they would keep monetary policy loose for the foreseeable future despite concerns around inflation pressures. As the "transitory" debate shifted, with inflation continuing to surprise on the upside, there was some softening in government bond yields and a flattening of the yield curve towards the end of the period on expectations that the US central bank would follow other central banks that have raised interest rates, with a consequent impact on growth and inflation in later years.
Sector
Banks led the sector recovery over the first half of the year, to be overtaken in the second half by Diversified Financials. The former's outperformance was driven by strong results that significantly exceeded analyst expectations due to lower provisions for loan losses as well as continued strong investment banking and trading income. Positive earnings revisions and increased investor interest due to the sector's sensitivity to rising bond yields against the background of rising inflation expectations provided a strong tailwind to share prices.
US banks led the rally in bank shares, followed by those in Canada and the Eurozone, reflecting the stronger economic tailwinds in the US from a faster rollout of vaccines than nearly all other major economies, more significant fiscal stimulus and sharper rise in government bond yields than most other countries, reflecting expectations of a tightening in monetary policy. Conversely Australian, Japanese and emerging market banks lagged the rally in bank shares, having performed much more strongly over the initial stages of the pandemic and recovery, in part reflecting those countries' more robust handling of it from a health perspective.
Not surprisingly, the largest rise in individual banks' shares were a number in the US including Signature Bank, SVB Financial and Wells Fargo, all held in the portfolio. Other strong performers included TCS Group, a Russian bank which
is also held, as well as a number of Israeli and Polish banks not held by the Trust. The weakest performing banks' shares were for the most part emerging market banks in China and Turkey, the latter suffering from the collapse in the Turkish Lira as credibility in Turkey's central bank faltered following a wave of firings and resignations as it was forced to cut interest rates. Indian banks also came under pressure due to their high valuations.
Diversified Financials, which includes asset managers, investment banks, consumer finance companies, custody banks, information services and stock exchanges, performed extremely strongly. Alternative asset managers led the sector on the back of continued strong fund inflows and buoyant financial markets with Blackstone, EQT, KKR and Apollo seeing the largest rise in share prices, the former a longstanding holding. Traditional asset managers, which have struggled in recent years on weaker investment performance and pressure on fees as flows have gone to passive funds or alternative asset managers, saw a sharp turn-around in flows which led to a strong rally in their shares.
Credit Suisse fell on the back of its exposure to Greensill Capital, which collapsed during the year, as well as sustaining large losses from the default of Archegos, a hedge fund. But it was the exception as investment banks, in particular Goldman Sachs and Morgan Stanley, the latter a holding, performed well benefiting from a jump in investment banking and trading revenues on the back of strong equity markets, a record year for IPOs, SPACs and a jump in M&A. Information services companies, such as MSCI, S&P and Moody's also performed well. Laggards included London Stock Exchange, which fell on weak guidance on costs, as well as Japan Stock Exchange and B3, owner of the Brazilian stock exchange.
Insurance stocks, in particular property & casualty insurance companies, lagged the sector materially, despite decent results and a continued increase in insurance rates. That said, insurance brokers such as Marsh & McLennan and life assurance companies performed well, the latter in part due to their greater sensitivity to financial markets and the pick-up in M&A activity. Non-life insurance companies suffered as they are seen as more defensive, so not benefiting from investors' positioning either for growth in sectors such as technology or more cyclical sectors such as banks. Furthermore, rising inflation and a higher incidence of large losses from hurricanes etc. also hit sentiment, along with the potential for climate change to increase the frequency and severity of such losses.
Fintech companies performed poorly and lagged the rally in wider equity markets. MasterCard and Visa, the former being a holding, suffered over concerns around the delay to the resumption of cross-border travel but also worries about increased competition from new entrants. More Fintech companies, such as Lemonade in the US, Wise in the UK, Kakao Pay in South Korea and PayTm in India, IPO'd during the period. While a number have performed well, others fell sharply over the period and have been disappointing investments for public market investors so far.
Investment Activity
At the beginning of the period the portfolio had been positioned to take advantage of the recovery in economies on the basis that successful vaccine results would allow governments to relax restrictions and economies to open up. Gearing had been increased and the exposure to the banks sector raised to the highest it has been since the Trust's inception, at the expense of insurance and payment companies. During the period, the biggest shift was to reduce the Trust's exposure to emerging market financials by around 10%, due in part to rising numbers of COVID-19 cases in several Asian countries and our concern that new lockdowns had yet to feed through into economic data, although we have selectively been adding to holdings more recently.
The other key reason for this shift was that momentum in markets was shifting towards the US, Europe and other developed markets as they rolled out vaccines and there was increasing confidence about the recovery in their economies. As a result, proceeds from the sales of stocks including China Merchants Bank, KasikornBank, Bank of the Philippine Islands and Axis Bank were used to increase our exposure to Europe and developed Asia. Holdings in Commonwealth Bank of Australia, BBVA, Sumitomo Mitsui Financial Group, ING Groep and Nordea were purchased, although the former two have since been sold.
Other investment activity included introducing a holding in Allfunds Group, a European investment platform, which was purchased on its IPO, while more recently new holdings were acquired in the non-voting shares of Schroders, Bandham Bank in India, and Shinhan Financial, a South Korean bank. We also changed our mix of US banks slightly following the strong performance of our US regional bank holdings, locking in some of the profit. Finally, we continued to reduce the Trust's exposure to fixed-income securities as the yields on offer continued to fall. Gearing, which began the year at 12.7%, was reduced on the back of the strength in equity markets and finished the year at 5.2%.
During the year the inflows from the issue of shares from treasury were used to add selectively to certain holdings. The larger proceeds from the C-share issue in June were used to replicate the portfolio on a pro-rata basis, with the exception of our holding in Atom Bank, which is unquoted, and a couple of the smaller less liquid holdings, prior to the conversion of C-shares and merger of the two pools of assets in August. We added to our holding in Atom Bank in May on the back of a capital raise and the bank has since announced that it has achieved its first monthly operating profit. In February 2022, it announced a further successful capital raise.
Active Share
Active share, which is a measure of how actively managed a portfolio is, with 0% reflecting a fund that replicates its benchmark and 100% reflecting no overlap with the benchmark, fell from 83.1% to 76.5% during the period under review. This change is due to some of the changes highlighted above.
The high active share in part reflects our ownership of companies, which we consider to be part of the wider financials universe but which are not included in the Trust's benchmark. Examples include payment companies or HDFC Bank, India's largest private bank companies, which due to restrictions on foreign ownership do not meet the threshold required by MSCI for index inclusion. We also have significant overweight holdings in a number of smaller and mid-cap US banks but no holdings in some of their much larger peers such as Citigroup and US Bancorp.
Outlook
Inflation, bond yields and interest rates
"You'll notice I brought a prop to the lectern. It's a jar with the word 'transitory' written on it. This has become a swear word to my staff and me over the past few months. Say 'transitory' and you have to put a dollar in the jar." Raphael
Bostic, President and CEO of the Federal Reserve Bank of Atlanta, 12 October 2021
The level of interest rates is the single most important driver of asset prices and therefore critical in decisions on positioning between different asset classes and sectors. The recent uptick in inflation has been seen by the market if not as transitory then as something that will subside, based on investor surveys as concerns around supply-chain issues start to abate. Nevertheless, central banks globally have started raising interest rates, the fastest rate in over 15 years. Against this background financials, in particular bank shares, have outperformed as they are one of the biggest beneficiaries of rising interest rates given the boost to their profitability.
Banks today have balance sheets which are much more sensitive to rises in interest rates than previously due to the actions of governments and central banks since the onset of the pandemic. For example, a 1% increase in interest rates over the course of a year would, all things being equal, result in the average earnings of US banks rising by over 15%. But as not all loans reset immediately when interest rates rise then the impact in the second year would be an increase to above 20% rise in their earnings. For Japanese banks and some European banks, the impact would be even greater reflecting their low level of profitability due to the current low or negative level of interest rates in their countries but almost all banks benefit from rising interest rates. So if interest rate expectations continue to rise, then we would expect the sector to follow.
Furthermore, because the sector is the most sensitive to rising bond yields it also provides diversification benefits to some of the faster growing sectors at this point in the cycle, such as technology, which have been extremely profitable for investors. While we see significant opportunities and attractions to investing in Fintech, an investor who solely invests in a technology fund, an AI fund and a Fintech fund to benefit from the disruptive trends and growth in those sectors is not getting any diversification benefits. Conversely, the Trust's portfolio has a broad exposure to the financial sector, which while it includes exposure to Fintech, will still benefit if economies continue to recover and reflate.
US equity markets
The other decision for investors is how to position themselves geographically. The extraordinary performance of US equity markets over the last ten years has resulted in US equity markets now representing 63% of global equity markets as illustrated by MSCI ACWI Index, well above the 24% that the US economy represents of global GDP. While some distortions can be put at the door of index providers, the statistic also reflects the global dominance of US technology companies and the higher profitability of US companies compared to their peers in other countries.
We continue to find some of the most interesting banks in the US. Either because they operate in a niche or in faster growing regions of the US, they offer attractive growth opportunities with good profitability while exhibiting growth that we would only normally find in emerging markets where the penetration of financial services is much lower. Loan growth has picked up in the last quarter even among the largest banks in the US and, anecdotally, management teams have highlighted increasing queries from corporate customers.
Fintech
Fintech offers some of the most interesting areas of the sector but equally valuations reflect that opportunity with companies trading on significant premiums to the market and peers. For example, the recent IPOs of KakaoBank in South Korea and Nu Bank in Brazil, both digital banks, were valued respectively at $25bn and $45bn in December larger than the largest incumbents in both countries, namely KB Financial and Itau Unibanco, despite significantly lower market shares and profitability so far.
We have been wary of balance sheet driven business models, and the likes of Funding Circle in the UK and Lending Club in the US have not performed as well as expected and have been disappointing investments for public investors, albeit now showing some improving trends. Similarly, in the insurance sector, the recent IPOs of Lemonade and Root have disappointed, despite their promise to disrupt the incumbent sector, with share prices down materially.
Equally, Buy Now Pay Later firms such as Klarna, Afterpay and Affirm have achieved huge growth, as they are seen as disrupting the credit card industry, and shareholders have been rewarded with strong rises in valuations. As a result, the attraction of the business model has led to Block, a payments company, to acquire Afterpay for US$29bn in an all-stock transaction and Amazon to announce a tie-up with Affirm. However, some uncertainty around future regulation has seen share prices weaken on the back of an inquiry by a US regulator, exacerbated by the rotation out of growth stocks in recent months.
Listed UK investment platforms such as Hargreaves Lansdown and AJ Bell have significantly lagged equity markets, unlike Charles Schwab in the US, due to lower trading in recent months and cost pressures. However, the acquisition of Interactive Investor by abrdn and Nutmeg by JPMorgan highlight the value that incumbents see in these platforms long-term as they look to tap into long-term demand for investment products and pressure to invest in Fintech to protect their businesses.
Our exposure to Fintech remains for the most part focused on the payments sector where our largest holdings have been in Mastercard, Paypal Holdings and Adyen, the latter sold during the year following very strong share price performance. We like the business models and secular growth trends from expansion in e-commerce and shift from cash to card payments and we would expect that to continue, notwithstanding competition from new entrants.
As balance sheet Fintech models mature and become better at pricing risk and capturing deposits, we expect some may start appearing in the portfolio partly because we take a diversified approach to investing in this subsector. The technology sector is strewn with past leaders who have now disappeared and it has consolidated around a few large players who control the ecosystem. We don't expect Fintech to be any different but the current environment remains very dynamic.
15 years on from the financial crisis
On 5 December 2006, 15 years ago, HSBC Holdings gave the first hint of trouble to the market on its US mortgage business in what would morph into the biggest financial crisis since the 1930s. Two months later, in February 2007, the conservative lender warned on profits, raising provisions by $2bn, as sub-prime borrowers in the US were hit by much higher interest costs on their adjustable-rate mortgages as initial teaser rates fell away. The seriousness of the situation was not appreciated with the bank's shares falling by a mere 1.5% that day in December and by even less on the February announcement. US bank share prices were similarly unaffected.
HSBC was widely criticised at the time in 2002 for its acquisition of Household Finance, a US sub-prime lender that was the driver of its woes. However, the strength of its balance sheet meant the bank weathered the global financial crisis well, so well in fact that anyone who had bought its shares on that day in 2006, after taking into account dividends, would not have lost any money, assuming the shares had been held to the end of 2009. By comparison, the average US or European bank's share price was still down by over 50%, with many much worse.
At that time the "smart" money in Wall Street was also packaging up and selling, to unsuspecting German bank treasury departments and Norwegian municipalities, sub-prime mortgages and an alphabet soup of structured products. But either way, even if Chuck Prince had stopped dancing* then, it was too late for regulators to have acted even if they had seen what was coming. For example, the Bank of England had reduced its staffing in its financial stability department in 2004 so it was not surprising it did not see what was coming. In a May 2007 report it stated that "the UK financial system remains highly resilient".
Moving on to today, the resilience of the banking sector during the pandemic highlights the steps regulators have taken since the global financial crisis that have made a significant difference. Today, banks are more like HSBC in that they have strong balance sheets, plenty of liquidity and are more cautious in their lending appetite. Consequently, in 2020 they were able to facilitate government-guaranteed lending programmes such as CBILs in the UK and Paycheck Protection Program "PPP" loans in the US and are well positioned to benefit from the continuing recovery of economies, notwithstanding any short-term impact from COVID-19 variants.
Furthermore, US household deposits are by some calculations over $3 trillion more than they would otherwise have been if not for the pandemic. More importantly, as a consequence of the fall in interest rates and sharp fall in the levels of household debt since 2007, debt service ratios are at 40+ year lows. Equally corporate cash levels over the last year have hit levels not seen for 70+ years. Thanks in part to government and central bank largesse, consumers and corporates are in incredibly robust health and therefore defaults should not rise in any meaningful way in the short-term.
Risks
All things being equal this would suggest that growth, short-term impact of the latest COVID-19 variant aside, should be supportive of the sector looking forward, despite the flattening of the yield curve and volatility in financial markets in 2022. Failing that, if economic growth does disappoint, the risk of individuals or corporates defaulting should be much lower. In addition, banks continue to have significant provisions that they set aside during the pandemic for a much worse outturn for growth and unemployment which would help soften any short-term weakness in revenues and earnings. Either way, the vast majority of companies in the sector remain sensitive to economic cycles and financial markets.
Nevertheless, this will likely be overshadowed by the recent shocking events in Ukraine which will add to the uncertainty around the outlook for growth, inflation and interest rates especially in light of the potential ramifications for energy markets. Financial stocks underperformed wider equity markets, on the news of Russia's invasion and subsequent response by US, European and other governments, led by a sharp fall in European bank shares as investors attempted to digest the ramifications. While history would suggest wars have limited long-term impact on financial markets, despite the tragic human cost, only time will tell.
We expect greater disclosure around ESG issues will add to costs, especially for smaller businesses, but the regulatory headwinds which have affected the sector over the last 10 years have abated and there is much greater clarity on the outlook. Furthermore, some regulators have talked about the need to simplify regulations with the Bank of England admitting that some rules are overly complicated. As seen with BNPL, we would expect regulators to focus their attention on those parts of the sector such as non-bank lenders and Fintech that remain lightly regulated.
Capital return
In 2020 regulators in the UK and Europe suspended all dividends for banks as well as for some insurance companies while regulators elsewhere put in less onerous restrictions allowing banks to continue to pay dividends, albeit buybacks were suspended. In the US, the Federal Reserve allowed banks to restart buybacks in January 2021, and at the end of June restrictions limiting the payout ratios of banks to no more than their earnings in any one year were lifted, resulting in high single to low double-digit increases in dividends from the sector.
UK and European regulators have similarly allowed dividends to resume and a number have announced large buybacks as they start to return the excess capital built up in 2020 and first half of 2021. Consequently, bank investors are benefiting from a sharp increase in the amount of capital returned to them through buybacks and dividends, in some cases reaching double-digit levels which should help underpin sentiment towards the sector.
Summary
Financials are inescapably a value sector even though there are companies within the sector that exhibit faster growth and consequently trade at much higher valuations, notably some of the faster growing asset management companies and data providers. Nevertheless, as market expectations for interest rates have increased sharply in 2022, the sector has benefited sharply outperforming wider equity markets as highly rated stocks have derated.
Consequently, we remain constructive on the outlook for the sector. Valuations are inexpensive, especially after recent falls on the back of the Russian invasion of Ukraine, and still historically low relative to wider equity markets. While sentiment has understandably taken a knock, the reasons for owning the sector have not changed; namely strong balance sheets, liquidity, good profitability with the upside from higher interest rates, albeit at a slower pace than previously assumed, a positive tailwind for the sector underpinned by increased capital return through buybacks and dividends.
* *Chuck Prince, CEO of Citigroup was quoted as saying on the eve of the global financial crisis in July 2007, "When the music stops, in terms of liquidity, things will be complicated. But as long as the music is playing, you've got to get up and dance."
Nick Brind, John Yakas & George Barrow
9 March 2022
Note
We would draw shareholders attention to http://www.polarcapitalglobalfinancialstrust.com/ for regular monthly portfolio updates and commentary.
*index performance figures are total return in Sterling
Portfolio Review
As at 30 November 2021
Geographical Exposure* |
Benchmark weighting as at 30 November 2021** |
30 November 2021 |
30 November 2020 |
|
North America |
53.5% |
47.6% |
49.3% |
|
Asia (ex-Japan) |
17.5% |
19.9% |
29.4% |
|
Europe |
15.5% |
19.2% |
17.3% |
|
United Kingdom |
4.8% |
11.7% |
8.6% |
|
Fixed Income |
- |
2.2% |
6.6% |
|
Japan |
3.7% |
2.0% |
- |
|
Latin America |
1.3% |
1.7% |
2.2% |
|
Eastern Europe |
- |
1.1% |
- |
|
Other net liabilities |
- |
(5.4%) |
(13.4%) |
|
Total |
|
100.0% |
100.0% |
|
Sector Exposure* |
Benchmark weighting as at 30 November 2021** |
30 November 2021 |
30 November 2020 |
|
|
Banks |
48.7% |
70.2% |
62.1% |
|
|
Diversified Financials |
30.6% |
14.9% |
15.2% |
|
|
Insurance |
20.6% |
13.7% |
20.4% |
|
|
Software & Services |
- |
4.4% |
7.8% |
|
|
Fixed Income |
- |
2.2% |
6.6% |
|
|
Real Estate |
- |
- |
1.3% |
|
|
Other net liabilities |
- |
(5.4%) |
(13.4%) |
|
|
Total |
|
100.0% |
100.0% |
|
Market Cap* |
Benchmark weighting as at 30 November 2021** |
30 November 2021 |
30 November 2020 |
|
Large (>US$5bn) |
99.0% |
85.6% |
97.6% |
|
Medium (US$0.5bn - US$5bn) |
1.0% |
18.2% |
12.8% |
|
Small (<US$0.5bn) |
- |
1.6% |
3.0% |
|
Other net liabilities |
- |
(5.4%) |
(13.4%) |
|
Total |
|
100.0% |
100.0% |
|
* Based on the net assets as at 30 November 2021 of £457.2m (2020: £165.7m)
** The classifications are derived from the Benchmark as far as possible. Not all geographical areas or sectors of the Benchmark are shown, only those in which the Company had an investment at the year end.
Full Investment Portfolio
As at 30 November 2021
Ranking |
|
|
|
Market Value £'000 |
% of total net assets |
|||
2021 |
( 2020 ) |
Stock |
Sector |
Country |
2021 |
2020 |
2021 |
2020 |
1 |
(1) |
JP Morgan Chase |
Banks |
North America |
26,539 |
9,190 |
5.8% |
5.5% |
2 |
(2) |
Bank of America |
Banks |
North America |
18,455 |
5,658 |
4.0% |
3.4% |
3 |
(4) |
HDFC Bank |
Banks |
Asia (ex-Japan) |
13,111 |
5,317 |
2.9% |
3.2% |
4 |
(13) |
Citizens Financial Group |
Banks |
North America |
13,086 |
3,421 |
2.9% |
2.1% |
5 |
(11) |
Arch Capital |
Insurance |
North America |
12,572 |
3,489 |
2.7% |
2.1% |
6 |
(5) |
CHUBB |
Insurance |
Europe |
11,340 |
4,629 |
2.5% |
2.8% |
7 |
(12) |
Toronto-Dominion Bank |
Banks |
North America |
11,305 |
3,422 |
2.4% |
2.1% |
8 |
(10) |
PNC Financial Services |
Banks |
North America |
11,112 |
3,717 |
2.4% |
2.3% |
9 |
(-) |
Nordea Bank |
Banks |
Europe |
10,907 |
- |
2.4% |
- |
10 |
(25) |
UBS Group |
Banks |
Europe |
10,279 |
2,849 |
2.3% |
1.7% |
Top 10 investments |
|
|
138,706 |
|
30.3% |
|
||
11 |
(20) |
BNP Paribas |
Banks |
Europe |
9,616 |
2,982 |
2.1% |
1.8% |
12 |
(3) |
Mastercard |
Software & Services |
North America |
9,466 |
5,657 |
2.1% |
3.4% |
13 |
(31) |
East West Bancorp |
Banks |
North America |
9,452 |
2,411 |
2.1% |
1.5% |
14 |
(21) |
OSB Group |
Banks |
United Kingdom |
9,350 |
2,961 |
2.0% |
1.8% |
15 |
(-) |
Sumitomo Mitsui Financial |
Banks |
Japan |
9,264 |
- |
2.0% |
- |
16 |
(-) |
Morgan Stanley |
Diversified Financials |
North America |
9,083 |
- |
2.0% |
- |
17 |
(17) |
SVB Financial |
Banks |
North America |
8,600 |
3,152 |
1.9% |
1.9% |
18 |
(39) |
Webster Financial |
Banks |
North America |
8,559 |
2,211 |
1.9% |
1.3% |
19 |
(40) |
Enterprise Financial Services |
Banks |
North America |
8,424 |
2,209 |
1.8% |
1.3% |
20 |
(49) |
Oversea-Chinese Banking |
Banks |
Asia (ex-Japan) |
8,269 |
1,985 |
1.8% |
1.2% |
Top 20 investments |
|
|
228,789 |
|
50.0% |
|
||
21 |
(14) |
Housing Development Finance |
Banks |
Asia (ex-Japan) |
8,209 |
3,414 |
1.8% |
2.1% |
22 |
(8) |
Bank Central Asia |
Banks |
Asia (ex-Japan) |
8,204 |
3,846 |
1.8% |
2.3% |
23 |
(-) |
HSBC |
Banks |
United Kingdom |
8,153 |
- |
1.8% |
- |
24 |
(61) |
Intesa Sanpaolo |
Banks |
Europe |
8,100 |
1,520 |
1.8% |
0.9% |
25 |
(16) |
Blackstone |
Diversified Financials |
North America |
7,858 |
3,171 |
1.7% |
1.9% |
26 |
(6) |
AIA Group |
Insurance |
Asia (ex-Japan) |
7,833 |
4,425 |
1.7% |
2.7% |
27 |
(22) |
Signature Bank |
Banks |
North America |
7,712 |
2,922 |
1.7% |
1.8% |
28 |
(-) |
PacWest Bancorp |
Banks |
North America |
7,640 |
- |
1.6% |
- |
29 |
(-) |
Western Alliance |
Banks |
North America |
7,137 |
- |
1.6% |
- |
30 |
(-) |
ING Groep |
Banks |
Europe |
7,108 |
- |
1.6% |
- |
Top 30 investments |
|
|
306,743 |
|
67.1% |
|
||
31 |
(34) |
Allianz |
Insurance |
Europe |
7,079 |
2,370 |
1.6% |
1.4% |
32 |
(33) |
Sampo |
Insurance |
Europe |
6,858 |
2,371 |
1.5% |
1.4% |
33 |
(-) |
S&P Global |
Diversified Financials |
North America |
6,826 |
- |
1.5% |
- |
34 |
(7) |
PayPal |
Software & Services |
North America |
6,773 |
4,205 |
1.5% |
2.5% |
35 |
(-) |
Beazley |
Insurance |
United Kingdom |
6,767 |
- |
1.5% |
- |
36 |
(35) |
Tisco Financial |
Banks |
Asia (ex-Japan) |
5,999 |
2,300 |
1.3% |
1.4% |
37 |
(28) |
Wells Fargo |
Banks |
North America |
5,957 |
2,480 |
1.3% |
1.5% |
38 |
(-) |
Pacific Premier Bancorp |
Banks |
North America |
5,839 |
- |
1.2% |
- |
39 |
(50) |
Manappuram Finance |
Diversified Financials |
Asia (ex-Japan) |
5,624 |
1,946 |
1.2% |
1.2% |
40 |
(-) |
Srisawad |
Diversified Financials |
Asia (ex-Japan) |
5,501 |
- |
1.2% |
- |
Top 40 investments |
|
|
369,966 |
|
80.9% |
|
||
41 |
(62) |
Lancashire |
Insurance |
United Kingdom |
5,485 |
1,490 |
1.2% |
0.9% |
42 |
(-) |
Bank for Foreign Trade |
Banks |
Asia (ex-Japan) |
5,475 |
- |
1.2% |
- |
43 |
(-) |
Bank of NT Butterfield |
Banks |
North America |
5,240 |
- |
1.1% |
- |
44 |
(-) |
Standard Chartered |
Banks |
United Kingdom |
5,129 |
- |
1.1% |
- |
45 |
(38) |
Chailease |
Diversified Financials |
Asia (ex-Japan) |
4,994 |
2,270 |
1.1% |
1.4% |
46 |
(-) |
Sberbank of Russia |
Banks |
Eastern Europe |
4,910 |
- |
1.1% |
- |
47 |
(56) |
Direct Line Insurance |
Insurance |
United Kingdom |
4,763 |
1,688 |
1.0% |
1.0% |
48 |
(32) |
First Republic Bank |
Banks |
North America |
4,340 |
2,392 |
1.0% |
1.4% |
49 |
(-) |
Bank Rakyat |
Banks |
Asia (ex-Japan) |
4,235 |
- |
1.0% |
- |
50 |
(54) |
Grupo Financiero Banorte |
Banks |
Latin America |
4,232 |
1,758 |
0.9% |
1.1% |
Top 50 investments |
|
|
418,769 |
|
91.6% |
|
||
51 |
(65) |
Banca Generali |
Diversified Financials |
Europe |
4,221 |
1,174 |
0.9% |
0.7% |
52 |
(-) |
TCS Group |
Banks |
Europe |
4,175 |
- |
0.9% |
- |
53 |
(18) |
Hong Kong Exchange |
Diversified Financials |
Asia (ex-Japan) |
4,081 |
3,148 |
0.9% |
1.9% |
54 |
(-) |
Allfunds |
Diversified Financials |
Europe |
3,938 |
- |
0.9% |
- |
55 |
(53) |
Itaú Unibanco |
Banks |
Latin America |
3,907 |
1,769 |
0.8% |
1.1% |
56 |
(-) |
Bandhan Bank |
Banks |
Asia (ex-Japan) |
3,446 |
- |
0.7% |
- |
57 |
(-) |
NatWest Group |
Banks |
United Kingdom |
3,140 |
- |
0.7% |
- |
58 |
(55) |
Ares Capital |
Diversified Financials |
North America |
2,998 |
1,728 |
0.7% |
1.0% |
59 |
(52) |
Solar Capital |
Diversified Financials |
North America |
2,880 |
1,841 |
0.7% |
1.1% |
60 |
(72) |
Finecobank Banca Fineco |
Banks |
Europe |
2,781 |
726 |
0.6% |
0.4% |
Top 60 investments |
|
|
454,336 |
|
99.4% |
|
||
61 |
(45) |
VPC Specialty Lending Investments |
Fixed Income |
Fixed Income |
2,392 |
2,103 |
0.5% |
1.3% |
62 |
(-) |
Shinhan Financial |
Banks |
Asia (ex-Japan) |
2,199 |
- |
0.5% |
- |
63 |
(64) |
Alibaba |
Software & Services |
Asia (ex-Japan) |
2,065 |
1,371 |
0.4% |
0.8% |
64 |
(-) |
Chrysalis Investments |
Diversified Financials |
United Kingdom |
1,981 |
- |
0.4% |
- |
65 |
(44) |
Atom Bank (unquoted) |
Banks |
United Kingdom |
1,921 |
2,120 |
0.4% |
1.3% |
66 |
(-) |
Gresham House |
Diversified Financials |
United Kingdom |
1,803 |
- |
0.4% |
- |
67 |
(-) |
One97 Communications |
Software & Services |
Asia (ex-Japan) |
1,791 |
- |
0.4% |
- |
68 |
(63) |
City of London Investment Group |
Diversified Financials |
United Kingdom |
1,779 |
1,486 |
0.4% |
0.9% |
69 |
(-) |
Schroders |
Diversified Financials |
United Kingdom |
1,731 |
- |
0.4% |
- |
70 |
(-) |
Provident Financial 8.875% Bond |
Fixed Income |
Fixed Income |
1,706 |
- |
0.4% |
- |
Top 70 Investments |
|
|
473,704 |
|
103.6% |
|
||
71 |
(75) |
Stichting AK Rabobank 6.5% Bond |
Fixed Income |
Fixed Income |
1,676 |
596 |
0.4% |
0.4% |
72 |
(-) |
PensionBee |
Diversified Financials |
United Kingdom |
1,669 |
- |
0.4% |
- |
73 |
(59) |
International Personal Finance 9.75% Bond |
Fixed Income |
Fixed Income |
1,357 |
1,546 |
0.3% |
0.9% |
74 |
(71) |
Riverstone Credit Opportunities |
Fixed Income |
Fixed Income |
1,325 |
781 |
0.3% |
0.5% |
75 |
(70) |
International Personal Finance 7.75% Bond |
Fixed Income |
Fixed Income |
1,030 |
940 |
0.2% |
0.6% |
76 |
(-) |
VEF |
Diversified Financials |
Europe |
811 |
- |
0.1% |
- |
77 |
(77) |
Jupiter 8.875% Bond |
Fixed Income |
Fixed Income |
528 |
486 |
0.1% |
0.3% |
Total Investments |
|
|
482,100 |
|
105.4% |
|
||
Other net liabilities |
|
|
(24,853) |
|
(5.4%) |
|
||
Total net assets |
|
|
457,247 |
|
100.0% |
|
Note: Figures in brackets denote comparative rankings as at 30 November 2020.
STRATEGIC REPORT
The Strategic Report section of this Annual Report comprises the Chairman's Statement, the Investment Manager's Report, including information on the portfolio, and this Strategic Report. This Report has been prepared to provide information to shareholders on the Company's strategy and the potential for it to succeed, including a fair review of the Company's performance during the year ended 30 November 2021, the position of the Company at the year end and a description of the principal risks and uncertainties. Throughout the Strategic Report there are certain forward-looking statements made by the Directors in good faith based on the information available to them at the time of their approval of this Report. Such statements should be treated with caution due to inherent uncertainties, including both economic and business risk factors underlying any such forward-looking information.
History
The Company was originally launched with a fixed life of seven years ending in April 2020; at such time, proposals were made to shareholders for a 100% tender offer and replacement of the fixed life with subsequent five-yearly tender offers. Such proposals were passed at the General Meeting held on 7 April 2020; the first tender offer as a result of the proposals will be made to shareholders on or before 30 June 2025.
Business Model and Regulatory Arrangements
The Company's business model follows that of an externally managed investment trust providing shareholders with access to a portfolio of listed or quoted securities issued by companies in the financials sector. Its shares are listed on the main market of the London Stock Exchange.
The Company is designated an Alternative Investment Fund ('AIF') under the Alternative Investment Fund Management Directive ('AIFMD') and, as required by the Directive, has contracted with Polar Capital LLP to act as the Alternative Investment Fund Manager ('AIFM') and HSBC Bank Plc to act as the Depositary.
Both the AIFM and the Depositary have responsibilities under AIFMD for ensuring that the assets of the Company are managed in accordance with the investment policy and are held in safe custody. The Board remains responsible for setting the investment strategy and operational guidelines as well as meeting the requirements of the Financial Conduct Authority ('FCA') Listing Rules and the Companies Act 2006.
The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the Annual Report of each AIF. Investor Disclosure Documents, which set out information on the Company's investment strategy and policies, gearing, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information are available on the Company's website.
There have been no material changes to the information requiring disclosure. Any information requiring immediate disclosure pursuant to the AIFMD will be disclosed to the London Stock Exchange. Statements from the Depositary and the AIFM can be found on the Company's website.
The Company seeks to manage its portfolio in such a way as to meet the tests in section 1158 and 1159 of the Corporation Tax Act 2010 (as amended by Section 49(2) of the Finance Act 2011) and continue to qualify as an investment trust. This qualification permits the accumulation of capital within the portfolio without any liability to UK Capital Gains Tax. Further information is provided in the Directors' Report.
Investment Objective and Policy
The Company's investment objective is to generate for investors a growing dividend income together with capital appreciation. 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 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, currently subject to an overall maximum of 20% (was increased from 15% at the time of the reconstruction in April 2020) 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.
The Board
As the day to day management of the Company is outsourced to service providers the Board's focus at each meeting is on investment performance, including the outlook and strategy. The Board also considers the Company's structure and growth ensuring shareholders' interests are at the forefront of any structural or capital change. In addition, the management and provision of services received from third-party service providers and the risks inherent in the various matters are regularly reviewed and discussed.
Strategy and Investment Approach
The Investment Manager's investment process is a six-stage process primarily driven by a bottom-up fundamental analysis of individual companies, albeit with macroeconomic inputs. The Investment Manager regularly uses both quantitative and qualitative screens to rank companies on a risk-adjusted basis, since the fundamental view is that long-term returns in most financial stocks are driven by their success in writing risk, rather than short-term growth trends. The approach involves undertaking a detailed income statement and balance sheet analysis and values a company based on the Capital Asset Pricing Model that compares a company's return on equity to its cost of capital (the latter taking account of both stock and country risk) to provide a fair price/book valuation. This valuation (coupled with other more standard valuation systems) is then ranked across the global universe and added to scores focused on other variables such as profitability, risk, ESG and growth metrics to provide a model portfolio and so a focus for additional stock-specific research. When possible, the Investment Managers undertake trips to the US, Europe and Asia to meet companies as well as those they meet in London, leveraging off the combined experience of the Investment Manager's team of seven fund managers and analysts who focus on the global financials sector.
There are no limits on the exposure of the investment portfolio to either smaller or mid-cap companies but the majority of the portfolio is invested in companies with a market capitalisation greater than US$5bn. The Investment Manager has discretion to invest up to 10% of the portfolio in debt securities.
The vast majority of the investment portfolio is invested in companies that not only offer capital appreciation but pay dividends, which are expected to rise over time, so as to meet the necessary income required to facilitate the payment of a rising level of dividends to shareholders. The Board, together with the Manager will continue to assess the likely income capability of the portfolio in a post COVID environment to determine the appropriate longer-term distribution level.
Service Providers
Polar Capital LLP has been appointed to act as the Investment Manager and AIFM as well as to provide or procure company secretarial, marketing and administrative services, including accounting, portfolio valuation and trade settlement which it has arranged to deliver through HSBC Securities Services.
The Company also contracts directly, on terms agreed periodically, with a number of third parties for the provision of specialist services:
· HSBC Securities Services as Custodian and Depositary;
· Stifel Nicolaus Europe Limited as Corporate Broker;
· Equiniti Limited as Share Registrars;
· PricewaterhouseCoopers LLP as Independent Auditors;
· RD:IR for investor relations and shareholder analysis;
· Marten & Co as third-party research providers;
· Camarco as PR advisors;
· Perivan as Designers and Printers for shareholder communications; and
· Huguenot Limited as Website Designers and internet hosting services.
Benchmark
The Company will measure the Investment Manager's performance against the MSCI ACWI Financials Net Total Return Index, in Sterling with dividends reinvested ('the Benchmark'). This is used to measure the performance of the Company from 23 April 2020, although the Investment Manager does not seek to replicate the index in constructing the Company's portfolio. The portfolio may, therefore, diverge substantially from the constituents of this Benchmark.
Although the Company has a Benchmark, this is neither a target nor a determinant of investment strategy. The purpose of the Benchmark is to set out a reasonable measure of performance for shareholders and an appropriate base which, together with an additional hurdle, forms the level above which the Investment Manager earns a share of any outperformance 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 of the KPIs comprise both specific financial and shareholder related measures.
Objective |
Control process |
KPI / Outcome |
The provision of investment returns to shareholders measured by long-term NAV total return relative to the Benchmark and a comparator group. |
The Board reviews at each meeting the performance of the portfolio and considers the views of the Investment Manager and the value delivered to shareholders through NAV growth and dividends paid. The Board also receives monthly reports on performance against both the Benchmark and a comparator group of open-ended investment funds. |
The Company's NAV total return, over the year ended 30 November 2021, was 27.9%* while the Benchmark delivered 27.0% over the same period.
The Company ranks 14 out of a comparator group of 35 open ended funds within the Lipper Financial Sector universe since inception and 4 out of 7 within a smaller comparable group of funds regularly considered by the Board as at 30 November 2021.
|
The achievement of a progressive dividend policy.
|
Financial forecasts are reviewed to track income and distributions. |
A total of two interim dividends amounting to 4.40p (2020: 4.40p) per ordinary share have been paid or declared in respect of the financial year ended 30 November 2021.
While the aim to achieve dividend growth remains there is no guarantee that this can be achieved.
|
Monitoring and reacting to issues created by the discount or premium of the ordinary share price to the NAV per ordinary share with the aim of reducing volatility for shareholders. |
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 of shares when appropriate.
The Board is aware of the vulnerability of a sector specialist investment trust to a change in investor sentiment towards that sector. While there is no formal policy the Board discusses the market factors giving rise to any discount or premium, the long or short-term nature of those factors and the overall benefit to shareholders of any mitigating actions. The market liquidity is also considered when authorising the issue or buy back of shares when appropriate market conditions prevail.
A daily NAV per share, calculated in accordance with the AIC guidelines is issued to the London Stock Exchange.
|
The premium of the ordinary share price to the NAV per ordinary share at the year end was 2.7%* compared with the widest discount over the year ended 30 November 2021 of 3.3%, reached on 24 September 2021.
During the year under review, the Company issued a total of 149,929,900 ordinary shares, including the C shares which converted to 76,555,000 new ordinary shares during the C Share issuance programme in May 2021 (2020: 104,335). Subsequent to the year end, the Company issued a further 6,350,000 ordinary shares, exhausting the balance of shares held in the treasury account and, up to 7 March 2022 (the latest practicable date), a further 22,700,107 ordinary shares have been issued under the Company's general authority blocklisting facility. In addition to these regular issuances made under the shareholder authorities, the Company has executed two Subsequent Placings under the terms of the Prospectus issued on 12 May 2021, resulting in the issue of a further 26,775,320 new ordinary shares.
The Board believe that the regular issuance of shares into the market when trading at a premium aids a reduction in the volatility by satisfying excess investor demand and thereby reducing the premium at which the shares are trading. |
To qualify and continue to meet the requirements for Sections 1158 and 1159 of the Corporation Tax Act 2010 ('investment trust status'). |
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 Sections 1158 and 1159. |
The Company has been granted investment trust status annually since its launch on 1 July 2013 and is deemed to be granted such status for each subsequent year subject to the Company continuing to satisfy the conditions of Section 1158 of the Corporation Tax Act 2010 and other associated ongoing requirements.
The Directors believe that the tests have been met in the financial year ended 30 November 2021 and will continue to be met. |
Efficient operation of the Company with appropriate investment management resources and services from third party suppliers within a stable and risk controlled environment.
|
The Board considers annually the services provided by the Investment Manager, both investment and administrative, and reviews on a cycle the provision of services from third parties including the costs of their services.
The annual operating expenses are reviewed and any non-recurring project related expenditure approved by the Board. |
The Board, through the Audit Committee has received and considered satisfactory the internal controls report of the Investment Manager and other key suppliers including contingency arrangements to facilitate the ongoing operations of the Company in the event of withdrawal or failure of services.
The ongoing charges for the year ended 30 November 2021 excluding the performance fee were 1.02% of net assets (2020: 1.09%)*. The ongoing charges including the performance fee payable were 0.98% (2020: 1.74%)*.
|
*See Alternative Performance Measures provided in the Annual Report
PRINCIPAL RISKS AND UNCERTAINTIES
The Board is responsible for the management of risks faced by the Company and, through delegation to the Audit Committee, has established procedures to manage risk, oversee the internal control framework and determine the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives.
The Audit Committee carries out, at least annually, a robust assessment of the principal risks and uncertainties with the assistance of the Investment Manager, continually monitors identified risks and meets to discuss both long-term and emerging risks outside of the normal cycle of Audit Committee meetings.
A risk management process has been established to identify and assess various risks, their likelihood and the possible severity of impact. Considering both internal and external controls and factors that could provide mitigation, a post mitigation risk impact score is then determined. The Audit Committee has identified the key risks faced by the Company. During the year the Audit Committee, in conjunction with the Board and the Investment Managers, undertook a full review of the Company's Risk Map including the mitigating factors and controls to reduce the impact of the risks. The Committee continues to closely monitor these risks along with any other emerging risks as they develop and implements mitigating actions as necessary.
The principal risks are detailed below along with a high-level summary of their management through mitigation over the past financial year.
The Committee continues to monitor the ongoing risks posed by COVID-19, which was classified as a Black Swan event in 2020. Further information on how the Committee has considered COVID-19 along with the other risks faced by the Company when assessing the effect on the Company's ability to operate as a going concern and the Company's longer-term viability can be found in the Annual Report and Accounts.
Principal Business Risks and Uncertainties |
Management of Risks through Mitigation & Controls |
Business |
|
Failure to achieve investment objective, investment performance below agreed benchmark objective or market/industry average.
|
The Board seeks to manage the impact of such risks through regular reporting and monitoring of investment performance against a comparator group of open-ended funds, the Benchmark and other agreed indicators of relative performance.
In months when the Board is not scheduled to meet, it receives a monthly report containing financial information on the Company including gearing and cash balances.
Performance and strategy are reviewed throughout the year at regular Board meetings where the Board can challenge the Investment Manager. The Board also receives a monthly commentary from the Investment Manager in the form of factsheets for all the specialist financial sector funds managed by Polar Capital.
The Board is committed to a clear communication programme to ensure shareholders understand the investment strategy. This is maintained through the use of monthly factsheets which have a market commentary from the Investment Manager as well as portfolio data, an informative website as well as annual and half year reports. The Management Engagement Committee considers the suitability of the Investment Manager on the basis of performance and other services provided. |
Loss of portfolio manager or other key staff. |
The strength and depth of investment team provides comfort that there is not over-reliance on one person with alternative portfolio managers available to act if needed. For each key business process roles, responsibilities and reporting lines are clear and unambiguous. Key personnel are incentivised by equity participation in the investment management company. |
Persistent excessive share price discount to NAV. |
In consultation with its advisors, including the corporate broker, the Board regularly considers the level of the share price premium/discount to the NAV and the Board reviews ways to enhance shareholder value including share issuance and buy backs.
|
Principal Business Risks and Uncertainties PORTFOLIO MANAGEMENT |
Management of Risks through Mitigation & Controls
|
While the portfolio is diversified across a number of stock markets worldwide, the investment mandate is focused on financials and thus the portfolio is more sensitive to investor sentiment and the commercial acceptance of the sector than a general investment portfolio.
The Company's portfolio is exposed to risks such as market price, credit, liquidity, foreign currency and interest rates. The portfolio is actively managed. The Investment Manager's 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 degree of risk which the Investment Manager incurs in order to generate the investment returns and the effect of gearing on the portfolio by borrowed funds can magnify the portfolio returns per share positively or negatively. |
The Board has set appropriate investment limits and monitors the position of the portfolio against such. These include guidelines on exposures to certain investment markets and sectors. The Board discusses with the Investment Manager at each Board meeting its views on the sector.
At each Board meeting the composition and diversification of the portfolio by geographies, sectors and capitalisations are considered along with sales and purchases of investments. Individual investments are discussed with the Investment Manager as well as the Investment Manager's general views on the various investment markets and the financials sector in particular.
Analytical performance data and attribution analysis is presented by the Investment Manager.
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. Shareholders have sight of the entire portfolio and geographic exposure of investments.
|
Gearing, either through bank debt or the use of derivatives may be utilised from time to time. 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 arrangement of any new banking facilities and gearing limits under such arrangements are controlled by the Board. Derivatives are considered as being a form of gearing and their use has been agreed by the Board. The deployment of borrowed funds (if any) is based on the Investment Manager's assessment of risk and reward. At 30 November 2021 the Company was 5.2% geared (2019: 12.7%).
|
The ability to continue the dividend policy may be compromised due to lower income, either as a result of changes in underlying companies policies or changes in the portfolio construction, regulatory intervention, or as a result of the currency exposure underlying the portfolio. This could result in a lower level of dividend being paid than intended or previously paid. |
The Board monitors income and currency exposure through monthly management accounts and discussion. In the event of there being insufficient income during the financial year the Company has built up revenue reserves on which to draw to pay dividends. Equally, in the event of the revenue reserves being fully utilised the Company may use other distributable reserves. See notes 22 to 24 in the Annual Report.
As explained in the Chairman's Statement and in Note 12, the shares re-issued by the Company to investors from the treasury account and blocklisting have directly contributed to capital reserves by the amount of £831,000 which reflects the accrued income within the NAV relating to the earnings for the year ended 30 November 2020 and up to 6 January 2022 (ex-dividend date). The Board believe that utilisation of this contribution to pay part of the dividend being received by the investors is wholly appropriate and mitigates dilution to revenue reserves which would otherwise occur as a result of the accounting treatment of capital raised through share issuance. Overall, the Board and the Manager will continue to assess the income capability of the portfolio and determine the appropriate longer-term dividend level as economies and businesses recover from the global pandemic.
|
Infrastructure |
Management of Risks through Mitigation & Controls
|
There are risks from the failure of, or disruption to, operational and accounting systems and processes provided by the Investment Manager including any subcontractors to which the Investment Manager has delegated a task as well as directly appointed suppliers.
The mis-valuation of investments or the loss of assets from the custodian or sub custodians could affect the NAV per share or lead to a loss of shareholder value.
There is taxation risk that the Company may fail to continue as an investment trust and suffer capital gains tax or fail to recover as fully as possible withholding taxes on overseas investments.
The legal and regulatory risks include failure to comply with the FCA's Prospectus Rules, Listing Rules and Disclosure Guidance and Transparency Rules; not meeting the provisions of the Companies Act 2006 and other UK and overseas legislation affecting UK companies and not complying with accounting standards. Further risks arise from not keeping abreast of changes in legislation and regulations which have in recent years been substantial. |
At each Board meeting the Board receive an administration report that provides details on general corporate matters including legislative and regulatory developments and changes.
The Board conducts an annual review of suppliers and their internal control reports, which includes the disaster recovery procedures of the Investment Manager.
Regular reporting from the Depositary on the safe custody of the Company's assets and the operation of control systems related to the portfolio reconciliation is monitored. Specialist advice is sought on taxation issues as and when required. The Audit Committee has oversight of such work.
Information and guidance on legal and regulatory risks is managed by using the Investment Manager or professional advisers where necessary and the submission of reports to the Board for discussion and, if required, any remedial action or changes considered necessary. The Board monitors new developments and changes in the regulatory environment. Whilst it has no control over such changes, the Board seeks to ensure that their impact on the Company is understood and complied with.
|
Principal Business Risks and Uncertainties External |
Management of Risks through Mitigation & Controls
|
There is significant exposure to the economic cycles of the markets in which the underlying investments conduct their business operations as well as the economic impact on investment markets where such investments are listed.
The fluctuations of exchange rates can also have a material impact on shareholder returns. |
The Board regularly discusses general economic conditions and developments.
The Board continues to monitor the effects of COVID-19 in order to establish any longer-term impact this may have on underlying companies' ability to pay dividends and share price volatility.
Note 27 describes the risks posed by changes in foreign exchange rates. The Investment Manager has the ability to hedge foreign currency if it is thought appropriate at the time. |
Investment Management Company and Management of the Portfolio
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 Polar Capital LLP (the Investment Manager) will achieve the optimum return for shareholders and the Board and Investment Manager operate in a supportive, co-operative and open environment.
The Company has entered into an Investment Management Agreement ("IMA") with Polar Capital LLP ("Polar Capital") which is authorised and regulated by the Financial Conduct Authority to act as Investment Manager and AIFM of the Company with sole responsibility for the discretionary management of the Company's assets (including uninvested cash) and sole responsibility for decisions as to the purchase and sale of individual investments. The Investment Manager also has responsibility for asset allocation within the limits of the investment policy and guidelines established and regularly reviewed by the Board, all subject to the overall control and supervision of the Board.
Under the terms of the IMA, the Investment Manager also provides or procures accountancy services, company secretarial, marketing and day-to-day administrative services, including the monitoring of third-party suppliers, which are directly appointed by the Company. The Investment Manager has, with the consent of the Directors, delegated the provision of certain of these administrative functions to HSBC Securities Services and to Polar Capital Secretarial Services Limited. The fees of HSBC Securities Services are paid by the Company. Information is provided to the Directors on a timely basis, covering all aspects of relevant management, regulatory and financial information. The Board receives a report from the Investment Manager at each Board meeting and may ask representatives of the Investment Manager to attend Board meetings enabling Directors to probe further on matters of concern or seek clarification as appropriate. While the Board reviews the performance of the Investment Manager at each Board meeting, and the Company's performance against Benchmark and a peer group of funds with similar objectives, the Management Engagement Committee formally carries out an annual review of the Investment Manager's and other suppliers' performance during the year.
Polar Capital provides a team of financial specialists and the portfolio is jointly managed by Mr Nick Brind, Mr John Yakas and Mr George Barrow, supported by other financials specialists within the team. The Investment Manager has other investment resources which support the investment team and has experience in administering and managing other investment companies.
Termination Arrangements
The IMA may be terminated by either party giving 12 months' notice. The IMA 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 IMA. In the event the IMA is terminated by the Company, except in the event of termination by the Company for certain specified causes, the base 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 IMA, the Investment Manager will be 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 and, with effect from 7 April 2020, is charged at a rate of 0.70% per annum of the Company's NAV (previously 0.85% per annum of the lower of the Company's market capitalisation and NAV). 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 revenue.
Performance Fee
The Investment Manager may be entitled to a performance fee equal to 10% of the excess of the performance fee hurdle and payable at the end of each five-year period, the first period being from 23 April 2020 to 30 June 2025 and at five yearly intervals thereafter.
For the purposes of calculating the performance fee, the Company's NAV (adjusted to reflect dividends paid, and any performance impact caused by the issue or buyback of ordinary shares) at 30 June 2025, being the end of the relevant Performance Period, will be used. As referred to in the Chairman's Statement, the significant growth of the Company's share capital since reconstruction in April 2020 created an unintended outcome from the performance fee calculation methodology. The methodology has therefore been amended and a side-letter to the IMA was entered into between the Investment Manager and the Company which recalculates the performance fee accrual with effect from the reconstruction. As at 30 November 2021, a £1,164,000 performance fee had been accrued. Where a performance fee becomes payable it will be charged 100% to capital.
Environment, Social and Governance (ESG)
Corporate Responsibility
The Company's core investment and administrative activities are undertaken by the Investment Manager who seeks to limit the use of non renewable resources and reduce waste where possible. The Investment Manager has a corporate ESG policy, which is available in the document library of the Company's website, and wherever possible and appropriate the parameters of such are considered and adopted by the investment team in relation to the Company's management and portfolio construction. As detailed further within the Investment Manager's Report the Investment Managers are required to have consideration of ESG factors when reviewing new, continuing or exiting investments but they are not required to take an investment decision solely on the basis of ESG factors. The Board monitors the Investment Manager's approach to ESG including policies for improvement of impact on the environment, and they themselves take into account ESG factors in the management of the Company. 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 have responsibility for any other emissions.
Diversity and gender reporting
The Company has no employees and the Board is comprised of three female and two male Independent non-executive Directors. The Board is cognisant of the Hampton Alexander Review which set a target for all FTSE350 companies to have a board with a 33% female representation by the end of 2020. The Company falls outside of the FTSE350 and currently has 60% female representation.
The FCA issued a consultation document in July 2021 on Diversity and Inclusion which proposes various changes to the Listing Rules including the expansion of reporting beyond gender diversity. If approved, the revised rules are expected to come into force for financial years commencing on or after 1 January 2022. The Board will review and take any necessary action in due course and will continue to have regard to the benefits of diversity throughout any recruitment process, especially when compiling a shortlist of candidates and selecting individuals for interview, but will ultimately seek to ensure directors appointed to the Board are chosen on merit.
The Company has not adopted a policy on human rights as it has no employees or operational control of its assets.
Modern Slavery Act
As an investment company, the Company does not provide goods or services in the normal course of business and does not have any customers. Accordingly, the Company does not consider that it falls within the scope of the Modern Slavery Act 2015 and therefore does not meet the criteria requiring it to produce a statement under such Act.
Anti-bribery, Corruption and Tax Evasion
The Board has adopted a zero-tolerance policy (available on the Company's website) to bribery, corruption and the facilitation of tax evasion in its business activities. The Board uses the principles formulated and implemented by the Investment Manager and expects the same standard of zero tolerance to be adopted by third party service providers. The Company has implemented a Conflicts of Interest policy to which the Directors must adhere, in the event of divergence between the Investment Manager's policy and the Company's policy the Company's policy shall prevail. The Company is committed to acting with integrity and in the interests of shareholders at all times.
Taskforce for Climate-Related Financial Disclosures ("TCFD")
The Company notes the TCFD recommendations on climate-related financial disclosures. As stated above, the Company is an investment trust with no employees, internal operations or property. However, it is an asset owner and therefore the Board work to develop appropriate disclosures about its portfolio. Information sources are developing and consultations on reporting requirements are underway. The Board will continue to work alongside its Investment Manager to provide more information as it becomes available. Polar Capital supports TCFD's recommendations and is in the process of assessing the guidance to ensure compliance going forward.
ESG and Third Party Service Providers
The Investment Manager (on behalf of all clients) receives assurance on an annual basis that, where required, third party service providers comply with the requirements of the Modern Slavery Act and adhere to a zero-tolerance policy to bribery and corruption. In light of the growing requirements surrounding ESG, including TCFD, third party service providers have been engaged in providing copies of their ESG, Diversity and Inclusion, Stewardship and other related policies to the Company. The Board will continue to monitor the practices of service providers and seek to assure shareholders where appropriate that suitable policies and procedures are in place to effect positive change.
Section 172 of the Companies Act 2006
The statutory duties of the Directors are listed in s171-177 of the Companies Act 2006. Under s172, Directors have a duty to promote the success of the Company for the benefit of its members (our Shareholders) as a whole and in doing so have regard to the consequences of any decision in the long term, as well as having regard to the Company's stakeholders amongst other considerations. The fulfilment of this duty not only helps the Company achieve its Investment Objective but ensures decisions are made in a responsible and sustainable way for Shareholders.
To ensure that the Directors are aware of, and understand, their duties, they are provided with an induction when they first join the Board, including details of all relevant regulatory and legal duties as a Director and continue to receive regular and ongoing updates on relevant legislative and regulatory developments. They also have continued access to the advice and services of the Company Secretary and, when deemed necessary, the Directors can seek independent professional advice. The Schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees, are reviewed annually and further describe Directors' responsibilities and obligations and include any statutory and regulatory duties.
The Board seeks to understand the needs and priorities of the Company's stakeholders and these are taken into account during discussions and as part of the decision-making process. As an externally managed investment company, the Company does not have any employees or customers, however the key stakeholders and a summary of the Board's consideration and actions where possible in relation to each group of stakeholders are described in the table below.
Stakeholder Group
|
How we engage with them |
Shareholders |
The Directors have considered this duty when making the strategic decisions during the year that affect Shareholders, including the continued appointment of the Investment Manager and the recommendation that Shareholders vote in favour of the resolutions proposed at both the General and Annual General Meetings in the year.
Following the Company's year end and the continued positive market sentiment towards the financials sector, the Company continued regular share issues out of the shares held in treasury and subsequently exhausted the shares available. The Company made an application to increase its existing blocklisting to enable the Company to continue issuing shares expeditiously and a shareholder circular was sent out on 14 January 2022 to propose a GM to put forward proposals to renew and increase the Board's authority to issue further new Ordinary Shares on a non pre-emptive basis.
The GM was held on 1 February 2022 and 67.3% of the issued share capital was voted on the resolutions. Of those votes cast, 99% were cast in favour.
The Company's AGM will be held at 9:30am on Thursday 7 April 2022. The Board has been considering how best to deal with the continued uncertainties posed by the COVID-19 pandemic and possible future outbreaks which may impact the holding of the AGM. The health and wellbeing of our service providers, employees of our Manager, shareholders and the wider community in which we operate is of importance to the Board. The Board also recognises that the AGM is an important event for Shareholders and the Company and is keen to ensure that Shareholders are able to exercise their right to vote and participate. Unless circumstances change, and they may do so at any time between now and the AGM, the meeting will be held at the offices of Polar Capital, 16 Palace Street, London SW1E 5JD. Any changes to these arrangements will be communicated through the Company's website and via a Regulatory Information Service announcement.
The Board believes that shareholder engagement remains important, especially in the current market conditions and is keen that the AGM be a participative event for all Shareholders who attend. Shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company Secretary at cosec@polarcapital.co.uk stating the subject matter as PCFT AGM. The investment manager gives a presentation and the Chairs of the Board and of the Committees attend and are available to respond to questions and concerns from Shareholders.
Should any significant votes be cast against a resolution, the Board will engage with Shareholders and explain in its announcement of the results of the AGM the actions it intends to take to consult Shareholders in order to understand the reasons behind the votes against. Following the consultation, an update will be published no later than six months after the AGM and the Annual Report will detail the impact the Shareholder feedback has had on any decisions the Board has taken and any actions or resolutions proposed.
Relations with shareholders The Board and the Manager consider maintaining good communications and engaging with shareholders through meetings and presentations a key priority. The Board regularly considers the share register of the Company and receives regular reports from the Manager and the Corporate Broker on meetings attended with shareholders and any concerns that are raised in those meetings. The Board also reviews any correspondence from shareholders and may attend investor presentations.
Shareholders are kept informed by the publication of annual and half year reports, monthly fact sheets, access to commentary from the Investment Manager via the Company's website and attendance at events at which the Investment Manager presents. Shareholders are able to raise any concerns directly with the Board without using the Manager or Company Secretary as a conduit. The Chairman or other Directors are available to shareholders who wish to raise matters either in person or in writing. The Chairman and Directors may be contacted through the registered office of the Company.
The Company, through the sales and marketing efforts of the Investment Manager, encourages retail investment platforms to engage with underlying shareholders in relation to Company communications and enable those shareholders to cast their votes on Shareholder resolutions; the Company however has no responsibility over such platforms. The Board therefore encourages shareholders invested via platforms to regularly visit the Company's website or to make contact with the Company directly to obtain copies of Shareholder communications.
The Company has also made arrangements with its registrar for shareholders who own their shares directly rather than through a nominee or share scheme to view their account online at www.shareview.co.uk. Other services are also available via this website.
Outcomes and strategic decisions during the year Over the financial year there has been a growth in the share capital of 121% which is a direct result of investor demand. Such demand has been addressed by the Board via share issuance as detailed in the Chairman's Statement and the Strategic Report. When determining the routes for share issuance, whether the re-issue of the shares held in Treasury, issuance of new ordinary shares via regular use of the shareholder authority or publication of the Prospectus for issuance of C shares and conversion to ordinary shares thereafter, at all times the Board remained mindful of existing shareholders by ensuring the issuance was not dilutive of NAV per share. In all cases, costs associated with the processes were controlled and absorbed by incoming shareholders and were therefore not damaging to the value of the existing shareholders. Where received, the views of shareholders were taken into account in any plans or proposals put forward.
|
Investment Manager |
Through the Board meeting cycle, regular updates and the work of the Management Engagement Committee in reviewing the services of the Investment Manager annually, the Board is able to safeguard Shareholder interests by:
· Ensuring adherence to the Investment Policy; · Ensuring excessive risk is not undertaken in the pursuit of investment performance; · Ensuring adherence to the Investment Management Policy and reviewing the agreed management and performance fees; and · Reviewing the Investment Manager's decision making and consistency of its investment process.
Maintaining a close and constructive working relationship with the Manager is crucial as the Board and the Investment Manager both aim to continue to deliver consistent, long-term returns in line with the Investment Objective. The culture which the Board maintains to achieve this involves encouraging open discussion with the Investment Manager, ensuring that the interests of shareholders and the Investment Manager are aligned, providing constructive challenge and making Directors' experience available to support the Investment Manager. This culture is aligned with the collegiate and meritocratic culture which Polar Capital has developed and maintains.
Outcomes and strategic decisions during the year The Board in its capacity as the Management Engagement Committee has recommended the continued appointment of the Investment Manager on the terms agreed within the Investment Management Agreement.
|
Investee Companies |
The Board has instructed the Investment Manager to take into account the published corporate governance policies of the companies in which they invest. The Board has also considered the Investment Manager's Stewardship Code and Proxy Voting Policy. The Proxy Voting Policy directs the Investment Manager to vote at all general meetings of companies in line with Institutional Shareholder Services ("ISS") policy. However, in exceptional cases, where the Investment Manager believes that a resolution would 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. The Investment Manager voted at 85 company meetings over the year ended 30 November 2021, with 3% of all votes being against management and 4% of meetings having at least one withheld vote. 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 Corporate Governance section (www.polarcapital.co.uk). Further information on how the Investment Manager considers ESG in its engagement with investee companies can be found in the Investment Manager's report in the Annual Report and Accounts. Outcomes and strategic decisions during the year During the year, the Board discussed the impact of ESG and how the Investment Manager incorporated ESG into their strategy and investment process. The Board continues to receive regular feedback from the Investment Manager on the development of its ESG processes and has separately engaged with third party suppliers in relation to how they also integrate ESG into their organisations. |
Service Providers |
The Directors have frequent engagement with the Company's service providers through the annual cycle of reporting and due diligence meetings or site visits. This engagement is undertaken with the aim of having effective oversight of delegated services, seeking to improve the processes for the benefit of the Company and to understand the needs and views of the Company's service providers, as stakeholders in the Company. Further information on the Board's engagement with service providers is included in the Corporate Governance Statement and the Report of the Audit Committee.
Outcomes and strategic decisions during the year The reviews of the Company's service providers have been positive and the Directors believe their continued appointment is in the best interests of shareholders. The accounting and administration services of HSBC Securities Services (HSS) are contracted through Polar Capital and provided to the Company under the terms of the IMA. However, the Board continue to conduct due diligence service reviews in conjunction with the Company Secretary and is satisfied that the service received continues to be of a high standard.
|
Proxy Advisors |
The support of the major institutional investors and proxy adviser agencies is important to the Directors, as the Company seeks to retain a reputation for high standards of corporate governance, which the Directors believe contributes to the long-term sustainable success of the Company. The Directors consider the recommendations of these various proxy voting agencies when contemplating decisions that will affect shareholders and also when reporting to shareholders through the Half Year and Annual Reports.
Recognising the principles of stewardship, as promoted by the UK Stewardship Code, the Board welcomes engagement with all of its investors. The Board recognises that the questions from and the views and recommendations of many institutional investors and proxy adviser agencies provide a valuable feedback mechanism and play a part in highlighting evolving shareholder expectations and concerns.
Prior to AGMs, the Company engages with these agencies to fact check their advisory reports and clarify any areas or topics that the agency requests. This ensures that whilst the proxy advisory reports provided to shareholders are objective and independent, the Company's actions and intentions are represented as clearly as possible to assist with shareholders' decision making when considering the resolutions proposed at the AGM.
|
AIC |
The Company is a member of the AIC and has supported lobbying activities such as the consultation on the 2019 AIC Code, the 2021 BEIS Restoring Trust in Audit and Corporate Governance and the FCA's 2021 consultation on Diversity and Inclusion on Company Boards. The Directors also cast votes in the AIC Board Elections each year and regularly attend AIC events. |
Approved by the Board on 9 March 2022.
By order of the Board
Tracey Lago FCG
Polar Capital Secretarial Services Limited
Company Secretary
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual 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 Financial Statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Additionally, the Financial Conduct Authority's Disclosure Guidance and Transparency Rules require the directors to prepare the Financial Statements in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in 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 the financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· state whether international accounting standards in conformity with the requirements of the Companies Act 2006 have been followed, subject to any material departures disclosed and explained in the Financial Statements;
· make judgements and accounting estimates that are reasonable and prudent; 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 responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
Directors' confirmations
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 position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the Strategic Report confirm that, to the best of their knowledge:
· the Company Financial Statements, which have been prepared in accordance with applicable accounting standards give a true and fair view of the assets, liabilities, financial position and loss of the Company;
· the Strategic 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.
In the case of each Director in office at the date the Directors' Report is approved:
· so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
· they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Robert Kyprianou
Chairman
9 March 2022
Statement of Comprehensive Income
For the year ended 30 November 2021
|
Notes |
Year ended 30 November 2021 |
Year ended 30 November 2020 |
||||
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
Revenue return £'000 |
Capital return £'000 |
Total return £'000 |
||
Investment income |
3 |
10,640 |
- |
10,640 |
6,297 |
- |
6,297 |
Other operating income |
4 |
- |
- |
- |
7 |
- |
7 |
Gains/(losses) on investments held at fair value |
5 |
- |
56,942 |
56,942 |
- |
(47,908) |
(47,908) |
Losses on derivatives |
|
- |
(115) |
(115) |
- |
- |
- |
Other currency losses |
6 |
- |
(1,337) |
(1,337) |
- |
(506) |
(506) |
Total income/(loss) |
|
10,640 |
55,490 |
66,130 |
6,304 |
(48,414) |
(42,110) |
Expenses |
|
|
|
|
|
|
|
Investment management fee |
7 |
(449) |
(1,795) |
(2,244) |
(299) |
(1,195) |
(1,494) |
Performance Fee |
7 |
- |
105 |
105 |
- |
(1,269) |
(1,269) |
Other administrative expenses |
8 |
(865) |
(10) |
(875) |
(629) |
(11) |
(640) |
Total expenses |
|
(1,314) |
(1,700) |
(3,014) |
(928) |
(2,475) |
(3,403) |
Profit/(loss) before finance costs and tax |
|
9,326 |
53,790 |
63,116 |
5,376 |
(50,889) |
(45,513) |
Finance costs |
9 |
(91) |
(6,575) |
(6,666) |
(61) |
(241) |
(302) |
Profit/(loss) before tax |
|
9,235 |
47,215 |
56,450 |
5,315 |
(51,130) |
(45,815) |
Tax |
10 |
(870) |
(670) |
(1,540) |
(661) |
147 |
(514) |
Net profit/(loss) for the year and total comprehensive income/(expense) |
|
8,365 |
46,545 |
54,910 |
4,654 |
(50,983) |
(46,329) |
Earnings/(losses) per ordinary share (pence) |
11 |
4.42 |
24.57 |
28.99 |
3.01 |
(33.01) |
(30.00) |
The total return column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with IFRS.
The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
The amounts dealt with in the Statement of Comprehensive Income are all derived from continuing activities.
The notes to follow form part of these financial statements.
Statement of Changes in Equity
For the year ended 30 November 2021
|
Notes |
Year ended 30 November 2021 |
||||||
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 2020 |
|
10,139 |
251 |
55,890 |
57,111 |
35,469 |
6,883 |
165,743 |
Total comprehensive income: Profit for the year ended 30 November 2021 |
|
- |
- |
- |
- |
46,545 |
8,365 |
54,910 |
Transactions with owners, recorded directly to equity: |
|
|
|
|
|
|
|
|
Issues of shares out of treasury |
15 |
- |
- |
42,351 |
74,836 |
- |
- |
117,187 |
Issue of ordinary shares from C share conversion |
15 |
3,828 |
- |
120,971 |
- |
1,730 |
- |
126,529 |
Issue cost |
|
- |
- |
(49) |
- |
- |
- |
(49) |
Equity dividends paid |
12 |
- |
- |
- |
- |
- |
(7,073) |
(7,073) |
Total equity at 30 November 2021 |
|
13,967 |
251 |
219,163 |
131,947 |
83,744 |
8,175 |
457,247 |
|
Notes |
Year ended 30 November 2020 |
||||||
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 2019 |
|
10,139 |
251 |
55,854 |
139,235 |
86,452 |
9,239 |
301,170 |
Total comprehensive (expense)/income: |
|
|
|
|
|
|
|
|
(Loss)/profit for the year ended 30 November 2020 |
|
- |
- |
- |
- |
(50,983) |
4,654 |
(46,329) |
Transactions with owners, recorded directly to equity: |
|
|
|
|
|
|
|
|
Issues of shares out of treasury |
15 |
- |
- |
36 |
106 |
- |
- |
142 |
Shares bought back into treasury pursuant to tender offer (including costs) |
15 |
- |
- |
- |
(81,568) |
- |
- |
(81,568) |
Shares bought back and held in treasury |
15 |
- |
- |
- |
(662) |
- |
- |
(662) |
Equity dividends paid |
12 |
- |
- |
- |
- |
- |
(7,010) |
(7,010) |
Total equity at 30 November 2020 |
|
10,139 |
251 |
55,890 |
57,111 |
35,469 |
6,883 |
165,743 |
The notes to follow form part of these financial statements.
Balance Sheet
As at 30 November 2021
|
Notes |
30 November 2021 £'000 |
30 November 2020 £'000 |
Non-current assets |
|
|
|
Investments held at fair value through profit or loss |
13 |
482,100 |
188,011 |
Current assets |
|
|
|
Receivables |
|
959 |
416 |
Overseas tax recoverable |
|
597 |
273 |
Cash and cash equivalents |
14 |
26,388 |
140 |
|
|
27,944 |
829 |
Total assets |
|
510,044 |
188,840 |
Current liabilities |
|
|
|
Payables |
|
(659) |
(1,545) |
Bank overdraft |
|
- |
(383) |
Bank loan |
|
(50,418) |
(19,900) |
|
|
(51,077) |
(21,828) |
Non-current liabilities |
|
|
|
Performance fee provision* |
|
(1,164) |
(1,269) |
Indian capital gains tax provision |
|
(556) |
- |
|
|
(1,720) |
(1,269) |
Net assets |
|
457,247 |
165,743 |
Equity attributable to equity shareholders |
|
|
|
Called up share capital |
15 |
13,967 |
10,139 |
Capital redemption reserve |
|
251 |
251 |
Share premium reserve |
|
219,163 |
55,890 |
Special distributable reserve |
|
131,947 |
57,111 |
Capital reserves |
|
83,744 |
35,469 |
Revenue reserve |
|
8,175 |
6,883 |
Total equity |
|
457,247 |
165,743 |
Net asset value per ordinary share (pence) |
16 |
167.50 |
134.70 |
*The performance fee accrual for 2020 has been re-presented as a non-current liability from a previously presented current liability, see details in note 2 (e) below.
The notes to follow form part of these financial statements.
Cash Flow Statement
For the year ended 30 November 2021
| Notes | Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 |
Cash flows from operating activities |
|
|
|
Profit/(loss) before tax |
| 56,450 | (45,815) |
Adjustment for non-cash items: |
|
|
|
(Gains)/losses on investments held at fair value through profit or loss |
| (56,942) | 47,908 |
Scrip dividends received |
| (115) | (92) |
Amortisation on fixed interest securities |
| (5) | (122) |
Finance costs relating to C shares |
| 6,210 | - |
Adjusted profit before tax |
| 5,598 | 1,879 |
Adjustments for: |
|
|
|
Purchases of investments, including transaction costs |
| (454,569) | (111,398) |
Sales of investments, including transaction costs |
| 216,527 | 187,901 |
(Increase)/decrease in receivables |
| (229) | 533 |
Increase in payables |
| 9 | 1,353 |
Indian capital gains tax |
| (114) | - |
Overseas taxation deducted at source |
| (1,194) | (471) |
Exchange losses on the loan facility |
| 452 | - |
Net cash (used in)/generated from operating activities |
| (233,520) | 79,797 |
Cash flows from financing activities |
|
|
|
Shares repurchased from tender offer into treasury (including costs) |
| - | (81,568) |
Shares repurchased into treasury |
| - | (662) |
Net proceeds from issue of shares out of treasury |
| 116,988 | - |
Issue cost paid |
| (57) | - |
Gross proceeds from issue of C shares |
| 122,000 | - |
C share issue costs paid |
| (1,773) | - |
Loan repaid |
| - | (7,500) |
Loan drawn |
| 30,066 | 17,400 |
Equity dividends paid | 12 | (7,073) | (7,010) |
Net cash generated from/(used in) financing activities |
| 260,151 | (79,340) |
Net increase in cash and cash equivalents |
| 26,631 | 457 |
Cash and cash equivalents at the beginning of the year |
| (243) | (700) |
Cash and cash equivalents at the end of the year | 14 | 26,388 | (243) |
The notes to follow form part of these financial statements.
Notes to the Financial Statements
For the year ended 30 November 2021
1 General Information
Polar Capital Global Financial Trust plc is a public limited company registered in England and Wales whose shares are traded on the London Stock Exchange.
The principal activity of the Company is that of an investment trust company within the meaning of Section 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report
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. All figures are rounded to the nearest thousand pounds (£'000) except as otherwise stated.
2 Accounting Policies
The principal accounting policies, which have been applied consistently for all years presented, are set out below:
(a) Basis of Preparation
The financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. See Director's Report in the Annual Report for further details.
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 April 2021 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.
The financial position of the Company as at 30 November 2021 is shown in the balance sheet above. As at 30 November 2021 the Company's total assets exceeded its total liabilities by a multiple of over 9.6. The assets of the Company consist mainly of securities that are held in accordance with the Company's Investment Policy, as set out in the Annual Report and these securities are readily realisable. The Directors have considered a detailed assessment of the Company's ability to meets its liabilities as they fall due. The assessment took account of the Company's current financial position, its cash flows and its liquidity position. In addition to the assessment the Company carried out stress testing, including assessment of the continuing risks arising from COVID-19, which used a variety of falling parameters to demonstrate the effects on the Company's share price and net asset value. In light of the results of these tests, the Company's cash balances, and the liquidity position, the Directors consider that the Company has adequate financial resources to enable it to continue in operational existence for at least 12 months. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the Company's financial statements.
(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 result presented in the revenue return column is the measure the Directors believe 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 accrual 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 initially at fair value, based on the premium income received, and are then measured at subsequent reporting dates 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 accrual basis.
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 of the C shares issued by the Company, which were classified as a liability, are recognised as an expense in the capital column of the Statement of Comprehensive Income.
Finance costs, other than those relating to the C shares, 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.
Any performance fee accrued is charged entirely to capital as the fee is based on the outperformance of the Benchmark and is expected to be attributable largely, if not wholly, to capital performance. A provision will be recognised when outperformance has been achieved in accordance with the calculations detailed in the Annual Report.
The presentation of the performance fee provision of £1,269,000 as at the year ended 30 November 2020 has been amended from a current liability to non-current liability to reflect the next payable date which is more than 12 months after the reporting period.
The research costs relate solely to specialist financial research and are accounted for on an accrual basis. They are allocated 20% to revenue and 80% to capital in line with the expected long-term split of revenue and capital return from the Company's investment portfolio.
(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 2021. 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 Tax Act 2010 are not liable for taxation on UK capital gains.
The company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. The Indian capital gains tax provision represents an estimate of the amount of tax payable by the Company. Tax amounts payable may differ from this provision depending on when the Company disposes of its investments. The current provision for Indian capital gains tax is calculated based on the long term (securities held more than one year) or short term (securities held less than one year) nature of the investments and the applicable tax rate at the year end. Currently, the short-term tax rate is 15% and the long-term tax rate is 10%. The estimated tax charge is subject to regular review including a consideration of the likely period of ownership, tax rates and market valuation movements. The provision at the year end is recognised in the Balance Sheet and the year-on-year movement in the provision is recognised in the Statement of Comprehensive Income.
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 when 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.
Written options are valued at fair value using quoted bid prices.
All investments, classified as fair value through profit or loss, are further categorised into the fair value hierarchy detailed below.
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.
In respect of unquoted investments, or where the market for a financial instrument is not active, fair value is established by using various valuation techniques, in accordance with the International Private Equity and Venture Capital ("IPEVC") Valuation Guidelines - Edition December 2018. These may include using reference to recent arm's length market transactions between knowledgeable, willing parties, if available, reference to recent rounds of re-financing undertaken by investee companies involving knowledgeable parties, reference to the current fair value of another instrument that is substantially the same or a relevant comparable.
(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, maturity of three months or less, 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.
(k) Payables
Payables are not interest-bearing and are initially valued at fair value and subsequently stated at their nominal value (amortised cost).
(l) Bank Loans
Interest-bearing bank loans are initially recognised at cost, being the proceeds received net of direct issue costs, and subsequently at amortised cost. The amounts falling due for repayment within one year are included under current liabilities in the Balance Sheet.
(m) 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.
(n) 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.
(o) 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.
When making a distribution to shareholders, the Directors determine the profits available for distribution by reference to the 'Guidance on realised and distributable profits under the Companies Act 2006' issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of Scotland in April 2017. The availability of distributable reserves in the Company is dependent on those dividends meeting the definition of qualifying consideration within the guidance and on the available cash resources of the Company and other accessible sources of funds. The distributable reserves are therefore subject to any future restrictions or limitations at the time such distribution is made.
(p) Repurchase of Ordinary Shares (including those held in treasury)
Where applicable, 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.
Where shares are repurchased and held in treasury, the transfer to capital redemption reserve is made if and when such shares are subsequently cancelled.
Where the shares held in treasury are reissued, the amount of the sales proceed up to the repurchased cost of those shares is transferred back into special distributable reserve, the excess of the sales proceeds over the repurchased cost is transferred to share premium.
(q) Share Issue Costs
Where applicable, costs incurred directly in relation to the issue of new shares together with additional share listing costs have been deducted from the share premium reserve.
(r) Accounting for C Shares
While the C Shares were in issue, the assets and liabilities attributable to the C Shares were accounted in a separate ring-fenced pool distinct from the net assets attributable to the Ordinary Shares. A proportion of the management fee, other administrative expenses and finance costs were also allocated to the C Share pool.
The C Shares issued represented contracts for conversion into a variable number of Ordinary Shares and therefore are classified as a liability of the Company. The income, expenses and capital gains and losses generated by the C Shares pool of assets during the period these shares were in existence, are included in the Statement of Comprehensive Income in their respective categories and the total is charged or credited back within finance costs in the capital column. The issue costs of the C shares are also recognised as a finance cost and charged to the capital column of the Statement of Comprehensive Income.
(s) 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.
(t) Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, 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 judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
The key judgements and sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities and expenses in future periods are as follows:
Valuation of Level 3 Investments
Investments valued using valuation techniques include unlisted financial investments, which by their nature, do not have an externally quoted price based on regular trades.
The valuation techniques used may include the techniques described in note 2(g). When determining the inputs into the valuation techniques used, priority is given to publicly available prices from independent sources when available, but overall the source of pricing is chosen with the objective of arriving at a fair value measurement that reflects the price at which an orderly transaction would take place between market participants at the balance sheet date.
(u) New and revised accounting Standards
There were no new IFRSs or amendments to IFRSs applicable to the current year which had any significant impact on the Company's financial statements.
i) The following new or amended standards became effective for the current annual reporting period and the adoption of the standards and interpretations has not had a material impact on the financial statements of the Company:
Standards & Interpretations |
| Effective for periods commencing on or after |
IFRS 3 Business Combinations (amended) | Amendments to improve the definition of a business in order to help companies determine whether an acquisition made is of a business or a group of assets. | 1 January 2020 |
IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform (amended) | Amendments that provide certain reliefs which relate to hedge accounting and have the effect that IBOR reform should not generally cause hedge accounting to terminate. | 1 January 2020 |
IAS 1 and IAS 8 Definition of Material (amended) | Amendments to clarify the definition of 'material' and to align the definition used in the Conceptual Framework and the Standards themselves. | 1 January 2020 |
References to the Conceptual Framework in IFRS Standards (amended) | The Amendments to References to the Conceptual Framework in IFRS Standards were issued to support transition to the revised Conceptual Framework for companies that develop accounting policies using the Conceptual Framework when no IFRS Standard applies to a particular transaction. | 1 January 2020 |
ii) At the date of authorisation of the Company's financial statements, the following new or amended IFRSs that potentially impact the Company are in issue but are not yet effective and have not been applied in the financial statements:
Standards & Interpretations |
| Effective for periods commencing on or after |
IFRS 4 Insurance Contracts - temporary exemption from IFRS 9 (amended) | The temporary exemption permits companies whose activities are predominantly connected with insurance to defer the application of IFRS 9 to annual periods beginning on or after 1 January 2023. | 1 January 2021 |
IFRS 9, IAS 39, IFRS 7, IFRS 16 and IFRS 4: Interest Rate Benchmark Reform - phase 2 (amended) | IBOR Reform - Phase 2 addresses issues that might affect financial reporting during the reform of an interest rate benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate. | 1 January 2021 |
Covid-19 related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16) | Since lessors continue to grant COVID-19-related rent concessions to lessees and the effects of the pandemic are ongoing and significant, the IASB decided to extend the time period over which the practical expedient is available for use. | 1 April 2021 |
The Directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the financial statements of the Company in future periods.
3 Investment Income
| Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 |
UK dividends | 1,108 | 717 |
Overseas dividends | 8,962 | 4,775 |
Scrip dividends | 115 | 92 |
Interest on debt securities | 455 | 713 |
Total investment income | 10,640 | 6,297 |
Included within income from investments is £502,000 (2020: £250,000) of special dividends classified as revenue in nature in accordance with note 2 (c). No special dividends have been recognised in capital (2020: nil).
4 Other Operating Income
| Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 |
Bank interest | - | 7 |
Total other operating income | - | 7 |
5 Gains/(Losses) on Investments Held at Fair Value
| Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 |
Net gains/(losses) on disposal of investments at historic cost | 32,893 | (9,309) |
Less fair value adjustments in earlier years | (17,736) | (43,289) |
Gains/(losses) based on carrying value at previous balance sheet date | 15,157 | (52,598) |
Valuation gains on investments held during the year | 41,785 | 4,690 |
| 56,942 | (47,908) |
6 Other Currency Losses
| Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 |
Exchange losses on currency balances | (885) | (588) |
Exchange (losses)/gains on the loan facility | (452) | 82 |
| (1,337) | (506) |
7 Investment Management and Performance Fee
| Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 | |||
Management fee |
|
| |||
- charged to revenue | 449 | 299 | |||
- charged to capital | 1,795 | 1,195 | |||
Investment management fee payable to Polar Capital LLP | 2,244 | 1,494 | |||
| (105) | 1,269 |
Management fees are allocated 20% to revenue and 80% to capital. Details of the investment management and performance fees are set out in the Strategic Report in the Annual Report. |
8 Other Administrative Expenses (including VAT where appropriate)
|
| Year ended 30 November 2021 £'000 | Year ended 30 November 2020 £'000 |
Directors' fees1 |
| 124 | 122 |
Directors' NIC |
| 9 | 9 |
Auditors' remuneration - for audit of the financial statements2 | 38 | 36 | |
Depositary fee3 |
| 29 | 22 |
Registrar fee |
| 33 | 26 |
Custody and other bank charges4 |
| 84 | 40 |
UKLA and LSE listing fees |
| 26 | 27 |
Legal and professional fees5 |
| 102 | 3 |
AIC fees |
| 15 | 20 |
Directors' and officers' liability insurance | 13 | 9 | |
Corporate broker's fee |
| 43 | 47 |
Marketing expenses6 |
| 105 | 80 |
Research costs - allocated to revenue7 |
| 3 | 3 |
Shareholder communications |
| 23 | 23 |
HSBC administration fee3 |
| 180 | 140 |
Other expenses8 |
| 38 | 22 |
Total other administrative expenses allocated to revenue |
| 865 | 629 |
Research costs - allocated to capital7 |
| 10 | 11 |
Total other administrative expenses |
| 875 | 640 |
1 Full disclosure is given in the Directors' Remuneration Report in the Annual Report.
2 In May 2021, PwC were appointed as Reporting Accountant to the Company in connection with the issue of the Prospectus in relation to the C Share Issuance programme, such service was
deemed to be a non-audit service for which a fee of £50,000 was paid. The amount has been charged to capital reserves as defined under IAS 32.
3 Fees are determined on the pre-approved rate card with HSBC. Includes additional costs in relation to C shares.
4 Fee is based on the value of the assets and geographical activity and determined on the pre-approved rate card with HSBC. The size of the assets and level of activity have both increased following the
issue of C share and re-issue of shares from treasury during the year.
5 2021 includes legal cost associated to disapply pre-emption rights of ordinary shares held in treasury and RBS credit facility legal fee.
6 Includes bespoke marketing expenses payable to Polar Capital LLP of £54,000 (2020: £27,000).
7 Research costs (which applied from 3 January 2018) payable by the Company relate solely to specialist financial research.
8 2021 includes a non-executive Director search cost.
Ongoing charges represents the total expenses of the Company, excluding finance costs and tax, expressed as a percentage of the average daily net asset value, in accordance with AIC guidance issued in May 2012.
The ongoing charges ratio for the year ended 30 November 2021 was 1.02% (2020: 1.09%). The ongoing charges ratio including the performance fee accrued was 0.98% (2020: 1.74%). See Alternative Performance Measures below.
9 Finance Costs
| Year ended 30 November 2021 | Year ended 30 November 2020 | ||||
Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
Interest on loans and overdrafts | 68 | 272 | 340 | 54 | 215 | 269 |
Loan arrangement fees | 23 | 93 | 116 | 7 | 26 | 33 |
Net gains attributable to C shares | - | 4,529 | 4,529 | - | - | - |
C share issues costs | - | 1,681 | 1,681 | - | - | - |
| 91 | 6,575 | 6,666 | 61 | 241 | 302 |
Finance costs are allocated 20% to revenue and 80% to capital with the exception of the costs related to C shares charged 100% to capital.
10 Taxation
a) Analysis of tax charge/(credit) for the year:
| Year ended 30 November 2021 | Year ended 30 November 2020 | ||||
Revenue return £'000 | Capital return £'000 | Total return £'000 | Revenue return £'000 | Capital return £'000 | Total return £'000 | |
|
|
|
|
|
|
|
Overseas tax | 896 | - | 896 | 520 | - | 520 |
Tax relief in capital | - | - | - | 147 | (147) | - |
Withholding tax recovered | (26) | - | (26) | (6) | - | (6) |
Indian capital gains tax | - | 670 | 670 | - | - | - |
Total tax charge/(credit) for the year (see note 10b) | 870 | 670 | 1,540 | 661 | (147) | 514 |
|
|
|
|
|
|
|
b) Factors affecting tax charge/(credit) for the year:
The charge/(credit) for the year can be reconciled to the profit/(loss) per the Statement of Comprehensive Income as follows: | ||||||
| Year ended 30 November 2021 | Year ended 30 November 2020 | ||||
| Revenue return £'000 | Capital return £'000 | Total return £'000 | Revenue return £'000 | Capital return £'000 | Total return £'000 |
Profit/(loss) before tax | 9,235 | 47,215 | 56,450 | 5,315 | (51,130) | (45,815) |
Tax at the UK corporation tax rate of 19% (2020: 19%) | 1,755 | 8,971 | 10,726 | 1,010 | (9,715) | (8,705) |
Tax effect of non-taxable dividends | (1,773) | - | (1,773) | (839) | - | (839) |
(Gains)/losses on investments that are not taxable | - | (10,543) | (10,543) | - | 9,199 | 9,199 |
Overseas tax suffered | 896 | - | 896 | 520 | - | 520 |
Indian capital gains tax | - | 670 | 670 | - | - | - |
Current period expenses not tax deductible | - | 1,180 | 1,180 | - | - | - |
Unrelieved current period expenses and deficits | 25 | 392 | 417 |
- |
349 |
349 |
Withholding tax recovered | (26) | - | (26) | (6) | - | (6) |
Tax relief on overseas tax suffered | (7) | - | (7) | (24) | 20 | (4) |
Total tax charge/(credit)for the year (see note 10a) | 870 | 670 | 1,540 | 661 | (147) | 514 |
c) Factors that may affect future tax charges:
The Company has an unrecognised deferred tax asset of £1,345,000 (2020: £605,000). The deferred tax asset is based on a prospective corporation tax rate of 25% (2020: 19%). The Finance Act 2021 received Royal Assent on 10 June 2021 and the rate of Corporation Tax of 25% effective from 1 April 2023 has been used to calculate the potential deferred tax asset.
It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and deficits and therefore no deferred tax asset has been recognised.
Due to the Company's tax status as an investment trust and the intention to continue meeting the conditions required to obtain approval of such status in the foreseeable future, the Company has not provided UK tax on any capital gains arising on the revaluation or disposal of investments held by the Company.
The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. A tax provision on Indian capital gains is calculated based on the long term (securities held more than one year) or short term (securities held less than one year) nature of the investments and the applicable tax rate at the year end. The current rates of short-term tax rates are 15% and the long term tax rates are 10% respectively. At the year ended 30 November 2021, the Company has a deferred tax liability of £556,000 (2020: £nil) on capital gains which may arise if Indian investments are sold.
11 Earnings/(Losses) Per Ordinary Share
| Year ended 30 November 2021 | Year ended 30 November 2020 | ||||
Revenue return | Capital return | Total return | Revenue return | Capital return | Total return | |
The calculation of basic earnings/(losses) per share is based on the following data: |
|
|
|
|
|
|
Net profit/(loss) for the year (£'000) | 8,365 | 46,545 | 54,910 | 4,654 | (50,983) | (46,329) |
Weighted average number of ordinary shares in issue during the year | 189,457,425 | 189,457,425 | 189,457,425 | 154,433,083 | 154,433,083 | 154,433,083 |
From continuing operations |
|
|
|
|
|
|
Basic - ordinary shares (pence) | 4.42 | 24.57 | 28.99 | 3.01 | (33.01) | (30.00) |
As at 30 November 2021 there were no potentially dilutive shares in issue (2020: nil).
12 Amounts Recognised as Distributions to Ordinary Shareholders in the Year
Dividends paid in the year ended 30 November 2021
Payment date | No. of shares | Amount per share | Year ended 30 November 2021 £'000 |
26 February 2021 | 134,675,000 | 2.00p | 2,694 |
31 August 2021 | 182,475,000 | 2.40p | 4,379 |
|
|
| 7,073 |
The revenue available for distribution by way of dividend for the year is £8,365,000 (2020: £4,654,000).
The total dividends payable in respect of the financial year ended 30 November 2021, which is the basis on which the requirements of section 1158 Corporation Tax Act 2010 are considered, are set out below:
Payment date | No. of shares | Amount per share | Year ended 30 November 2021 £'000 |
31 August 2021 | 182,475,000 | 2.40p | 4,379 |
28 February 2022 | 281,730,000 | 2.00p | 5,635 |
|
|
| 10,014 |
The total dividends payable in respect of the financial year ended 30 November 2020, which is the basis on which the requirements of section 1158 Corporation Tax Act 2010 are considered, are set out below:
Payment date | No. of shares | Amount per share | Year ended 30 November 2020 £'000 |
28 August 2020 | 123,145,765 | 2.40p | 2,955 |
26 February 2021 | 134,675,000 | 2.00p | 2,694 |
|
|
| 5,649 |
All dividends are paid as interim dividends, and all have been charged to revenue, where necessary utilising the revenue reserves, with the exception of the interim dividend payable on 28 February 2022. Part of this dividend, amounting to £831,000 is to be paid out of the special distributable reserve. See Chairman's Statement above and Report of the Directors in the Annual Report for further details.
13 Investments Held at Fair Value Through Profit or Loss
a) Investments held at fair value through profit or loss
| 30 November 2021 £'000 | 30 November 2020 £'000 |
Opening book cost | 152,439 | 239,434 |
Opening investment holding gains | 35,572 | 74,171 |
Opening fair value | 188,011 | 313,605 |
Analysis of transactions made during the year |
|
|
Purchases at cost | 453,669 | 110,093 |
Sales proceeds received | (216,527) | (187,901) |
Gains/(losses) on investments held at fair value | 56,942 | (47,908) |
Amortisation on fixed interest securities | 5 | 122 |
Closing fair value | 482,100 | 188,011 |
|
|
|
Closing book cost | 422,479 | 152,439 |
Closing investment holding gains | 59,621 | 35,572 |
Closing fair value | 482,100 | 188,011 |
The Company received £216,527,000 (2020: £187,901,000) from disposal of investments in the year. The book cost of these investments when they were purchased were £183,634,000 (2020: £197,210,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
The following transaction costs, including stamp duty and broker commissions, were incurred during the year:
| 30 November 2021 £'000 | 30 November 2020 £'000 |
On acquisitions | 570 | 151 |
On disposals | 205 | 147 |
| 775 | 298 |
b) Changes in Derivative Financial Instruments
Contract for Difference* | 30 November 2021 £'000 | 30 November 2020 £'000 |
Opening fair value | - | - |
Additions at cost | 1,598 | - |
Proceeds of disposal | (1,483) | - |
Losses on disposal | (115) | - |
Closing fair value | - | - |
*The contract for difference was utilised during the year for the purpose of efficient portfolio management. There was no contract for difference held at year ended 30 November 2021 (2020: £nil).
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 for identical assets or liabilities.
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Level 2 - valued by reference to valuation techniques using observable inputs other than quoted market prices included within Level 1.
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Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
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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) above.
The following tables set out the fair value measurements using the IFRS 7 hierarchy at 30 November 2021 and 2020:
| As at 30 November 2021 | |||
Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | |
Equity Investments | 470,165 | - | 1,921 | 472,086 |
Interest bearing securities | 10,014 | - | - | 10,014 |
Total | 480,179 | - | 1,921 | 482,100 |
The Level 3 investment relates to the shares in Atom Bank. | ||||
| As at 30 November 2020 | |||
Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | |
Equity Investments | 174,955 | - | 2,120 | 177,075 |
Interest bearing securities | 10,936 | - | - | 10,936 |
Total | 185,891 | - | 2,120 | 188,011 |
The Level 3 investment relates to the shares in Atom Bank.
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.
Level 3 investments at fair value through profit or loss | 30 November 2021 £'000 | 30 November 2020 £'000 |
Opening balance | 2,120 | 3,191 |
Additions at cost | 256 | - |
Total loss included in the statement of Comprehensive -on assets held at the year end | (455) | (1,071) |
Closing balance | 1,921 | 2,120 |
Level 3 Investments are recognised at fair value through profit or loss on a recurring basis.
Level 3 investments are valued in accordance with the accounting policy in Note 2(g)above. The valuation of the investment in Atom Bank was arrived at taking into account the operating performance of the bank and comparing its valuation to that of listed UK bank peers. As a result, the valuation was reduced by 21%.
A +/- 10% change in the price used to value the investment in Atom Bank as at the year end would result in a +/- £192,000 (2020: £212,000) impact on the gains or losses on investments held at fair value in the Statement of Comprehensive Income.
d) Unquoted investments
The value of the unquoted investments as at 30 November 2021 was £1,921,000 (2020: £2,120,000) and the portfolio comprised the following holdings:
| 30 November 2021 £'000 | 30 November 2020 £'000 |
Atom Bank | 1,921 | 2,120 |
| 1,921 | 2,120 |
At 30 November 2021, the Company owned 0.64% (2020: 0.64%) of Atom Bank's issued share capital. Atom Bank was granted a full banking licence on 4 April 2016 and started to accept savings and loan business from this date.
At 31 March 2021 (Atom Bank's financial year end), Atom Bank announced that it had made pre-tax losses of £62,379,000 (2020: £63,945,000) and had net assets attributable to shareholders of £141,330,000 (2020: £200,503,000).
The valuation of Atom Bank was reviewed by the Investment Manager and the Board during both the half year and full year financial results process. At the half year end, the investment of Atom Bank was written down to the price at which the bank raised £40m of capital.
14 Cash and Cash Equivalents
| 30 November 2021 £'000 | 30 November 2020 £'000 |
Cash at bank | 26,383 | 140 |
Cash held at derivative clearing houses | 5 | - |
Cash and Cash Equivalents | 26,388 | 140 |
Bank overdraft | - | (383) |
| 26,388 | (243) |
15 Called Up Share Capital
| 30 November 2021 £'000 | 30 November 2020 £'000 | |||
Allotted, Called up and Fully paid: |
|
| |||
Ordinary shares of 5p each: |
|
| |||
Opening balance of 123,050,100* (30 November 2020: 202,775,000) | 6,153 | 10,139 | |||
| 3,668 | 5 | |||
| 3,828 | - | |||
Repurchase of nil (2020: 79,159,235) ordinary shares into treasury pursuant to tender offer | - | (3,958) | |||
| - | (33) | |||
Allotted, Called up and Fully paid: 272,980,000 (30 November 2020: 123,050,100) ordinary shares of 5p | 13,649
| 6,153 | |||
6,350,000 (2020: 79,724,900) ordinary shares held in treasury | 318 | 3,986 | |||
At 30 November 2021 | 13,967 | 10,139 |
*Excluding shares held in Treasury
This reserve is not distributable.
During the year, there were no ordinary shares repurchased into treasury (2020: total of 79,829,235 ordinary shares were repurchased into treasury for a total consideration of £81,423,000 plus expenses of £807,000, of which £10,000 relates to non audit services, as defined under IAS 32). A total of 73,374,900 (2020: 104,335) ordinary shares were issued out of treasury for a total consideration of £117,187,000 (2020: £142,000).
The Company also issued 122,000,000 C shares for gross proceeds of £122,000,000. On admission, the C shareholders held rights over a ring-fenced portfolio attributable to the C shares and this portfolio was invested in accordance with the Company's Investment Policy. These were duly converted into 76,555,000 ordinary shares on 13 August 2021, based on a conversion ratio as calculated in accordance with the terms and conditions of the Company's Articles which was approved at the General Meeting on 16 June 2021 and as summarised in the Prospectus.
Subsequent to the year end to 16 December 2021, the Company has issued a further 6,350,000 shares out of treasury for a total consideration of £10,981,000, leaving no shares held in treasury. The Company undertook first placing at the end of January 2022 and second placing at the end of February 2022 under the Prospectus issued on 12 May 2021 and resulted in the total allotment of 26,775,320 ordinary shares for a total consideration of £46,022,000. Since financial year end and up to 7 March 2022, a total of 22,700,107 new ordinary shares have been issued from the block listing facility for a total consideration of £40,287,000. As at the same date, there remain 21,897,893 ordinary shares available for issue from the Company's blocklisting.
The ordinary shares held in treasury have no voting rights and are not entitled to dividends.
16 Net Asset Value Per Ordinary Share
| 30 November 2021 | 30 November 2020 |
Net assets attributable to ordinary shareholders (£'000) | 457,247 | 165,743 |
Ordinary shares in issue at end of year | 272,980,000 | 123,050,100 |
Net asset value per ordinary share (pence) | 167.50 | 134.70 |
As at 30 November 2021, there were no potentially dilutive shares in issue (2020: nil).
17 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 within the Annual Report. The total fees, paid under this agreement to Polar Capital in respect of the year ended 30 November 2021 were £2,244,000 (2020: £1,494,000) of which £272,000 (2020: £179,000) was outstanding at the year end.
A performance fee based on cumulative relative performance since 23 April 2020, amounting to £1,164,000 (2020: £1,269,000) has been accrued at the year end, of which £105,000 (2020: £1,269,000) was written back in the current year. The whole of this amount was outstanding at the year end. Any accrued performance fee is payable at the end of each five-year tender period, the next being in 2025. See Strategic Report within the Annual Report for more details.
In addition, the total research costs in respect of the period from 1 January 2021 to the year ended 30 November 2021 were £13,000 (2020: £14,000) of which £7,000 (2020: £7,000) 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 £124,000 (2020: £122,000) to the Directors of which £33,000 (2020: £79,000) was outstanding at the year end and the Remuneration Report is provided in the Annual Report. When dividends are paid by the Company these are received by the Directors at the same rates and terms as by all other shareholders.
18. Post Balance Sheet Events
Subsequent to the year end, there has been one event that affects the financial statements. This relates to the revised performance fee calculation. The fee is calculated on performance since the reconstruction and is accrued and only paid at the time of the five yearly tender. Due to the significant growth in the share capital during the year under review, the current calculation methodology presented an unintended outcome for the performance fee accrual. In order to address this, the Board worked with the Manager to amend the calculation to ensure that the performance fee accrual purely reflects investment performance as intended and is not distorted by share capital changes. Consequently, the performance fee accrual was reduced from £1,948,000 under the old methodology to £1,164,000 as at the year ended 30 November 2021. Any performance fee accrual can be reduced by subsequent underperformance of the benchmark plus hurdle rate measured over the five year period.
Subsequent to the year end, the remaining 6,350,000 ordinary shares were issued from treasury and a total of 22,700,107 new ordinary shares were issued from the block listing facility. The Company undertook its first placing at the end of January 2022 and second placing at the end of February 2022 under the Prospectus issued on 12 May 2021 and resulted in the total allotment of 26,775,320 ordinary shares. Following these share issues, the total number of ordinary number of shares in issue as at 7 March 2022 (latest practical date) was 328,805,427 and the shares held in treasury was nil.
Subsequent to the year end, global stock markets have fallen sharply due to the uncertainties linked to the Russian invasion of Ukraine. As at close of business on 7 March 2022 (the latest practicable date), the Company's unaudited net asset value had decreased by 9.3% and the Company's share price has decreased by 14.0% since the year end.
There are no other significant events that have occurred after the end of the reporting period to the date of this report which require disclosure.
Alternative Performance Measures (APMs)
In assessing the performance of the Company, the Investment Manager and the Directors use the following APMs which are not defined in accounting standards or law but are considered to be known industry metrics:
Net Asset Value (NAV)
The NAV is the value attributed to the underlying assets of the Company less the liabilities, presented either on a per share or total basis.
The NAV is often expressed in pence per share after being divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share price which is the price at which the Company's shares can be bought or sold by an investor. See Note 16 above for detailed calculations. The NAV per ordinary share is published daily.
NAV Total Return (APM)
The NAV total return shows how the net asset value per share has performed over a period of time taking into account both capital returns and dividends paid to shareholders. The NAV total return performance for the period is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
Opening NAV per share | a | 134.7p | 148.5p |
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Closing NAV per share | b | 167.5p | 134.7p |
Dividend reinvestment factor | c | 1.028548 | 1.030871 |
Adjusted closing NAV per share | d = b*c | 172.3p | 138.9p |
NAV total return for the year | (d / a)-1 | 27.9% | -6.5% |
NAV Total Return Since Inception (APM)
NAV total return since inception is calculated as the change in NAV from the initial NAV of 98p, assuming that dividends paid to shareholders are reinvested on the ex-dividend date in ordinary shares at their net asset value.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
NAV per share at inception | a | 98.0p | 98.0p |
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Closing NAV per share | b | 167.5p | 134.7p |
Dividend reinvestment factor | c | 1.297759 | 1.261641 |
Adjusted closing NAV per share | d = b*c | 217.4p | 169.9p |
NAV total return since inception | (d / a)-1 | 121.8% | 73.4% |
NAV Total Return Since Reconstruction (APM)
NAV total return since reconstruction is calculated as the change in NAV from the NAV of 102.8p, which was the closing NAV the night before the tender offer on 22 April 2020, assuming that dividends paid to shareholders are reinvested on the ex-dividend date in ordinary shares at their net asset value.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
Rebased NAV per share at reconstruction | a | 102.8p | 102.8p |
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Closing NAV per share | b | 167.5p | 134.7p |
Dividend reinvestment factor | c | 1.045722 | 1.016790 |
Adjusted closing NAV per share | d = b*c | 175.2p | 137.0p |
NAV total return since reconstruction | (d / a)-1 | 70.4% | 33.2% |
Share Price Total Return (APM)
Share price total return shows how the share price has performed over a period of time. It assumes that dividends paid to shareholders are reinvested in the shares at the time the shares are quoted ex-dividend.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
Opening share price | a | 136.5p | 143.8p |
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Closing share price | b | 172.0p | 136.5p |
Dividend reinvestment factor | c | 1.029365 | 1.036881 |
Adjusted closing share price | d = b*c | 177.1p | 141.5p |
Share price total return for the year | (d / a)-1 | 29.7% | -1.6% |
Share Price Total Return Since Inception (APM)
Share price total return since inception is calculated as the change in share price from the launch price of 100p, assuming that dividends paid to shareholders are reinvested on the ex-dividend date.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
Share price at inception | a | 100.0p | 100.0p |
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Closing share price | b | 172.0p | 136.5p |
Dividend reinvestment factor | c | 1.276163 | 1.240293 |
Adjusted closing share price | d = b*c | 219.5p | 169.3p |
Share price total return since inception | (d / a)-1 | 119.5% | 69.3% |
Share Price Total Return Including Subscription Share Value (APM)
The share price total return including subscription share value performance since inception includes the value of the subscription shares issued free of payment at launch on the basis of one-for-five ordinary shares and assumes such were held throughout the period from launch to the conversion date of 31 July 2017. Performance is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date and uses the launch price of 100p per ordinary share.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
Share price at inception | a | 100.0p | 100.0p |
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Closing share price | b | 172.0p | 136.5p |
Dividend reinvestment factor | c | 1.304651 | 1.267399 |
Adjusted closing share price | d = b*c | 224.4p | 173.0p |
Share price total return including subscription share value since inception | (d / a)-1 | 124.4% | 73.0% |
Premium/(Discount) (APM)
A description of the difference between the share price and the net asset value per share usually expressed as a percentage (%) of the net asset value per share. If the share price is higher than the NAV per share the result is a premium. If the share price is lower than the NAV per share, the shares are trading at a discount.
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| 30 November 2021 | 30 November 2020 |
Closing share price | a | 172.0p | 136.5p |
Closing NAV per share | b | 167.5p | 134.7p |
Premium per ordinary share | (a / b)-1 | 2.7% | 1.3% |
Ongoing Charges (APM)
Ongoing charges are calculated in accordance with AIC guidance by taking the Company's annual ongoing charges, excluding performance fees and exceptional items, if any, and expressing them as a percentage of the average daily net asset value of the Company over the year.
Ongoing charges include all regular operating expenses of the Company. Transaction costs, interest payments, tax and nonrecurring expenses are excluded from the calculation as are the costs incurred in relation to share issues and share buybacks.
Where a performance fee is paid or is payable, a second ongoing charge is provided, calculated on the same basis as the above but incorporating the movement in the performance fee provision.
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| Year ended 30 November 2021 | Year ended 30 November 2020 |
Investment Management Fee (Note 7 above) |
| 2,244,000 | 1,494,000 |
Other Administrative Expenses (Note 8 above) |
| 875,000 | 640,000 |
| a | 3,119,000 | 2,134,000 |
Average net assets value | b | 306,290,000 | 195,842,000 |
Ongoing Charges excluding performance fee | a / b | 1.02% | 1.09% |
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Performance fee (Note 7 above) | c | (£105,000) | 1,269,000 |
| d = a+c | 3,014,000 | 3,403,000 |
Ongoing charges including performance fee | d / b | 0.98% | 1.74% |
Net Gearing (APM)
Gearing is calculated in line with AIC guidelines and represents net gearing. This is defined as total assets less cash and cash equivalents divided by net assets. The total assets are calculated by adding back the bank loan. Cash and cash equivalents are cash and purchases and sales for future settlement outstanding at the year end.
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| 30 November 2021 | 30 November 2020 |
Net assets | a | 457,247,000 | 165,743,000 |
Bank loan | b | 50,418,000 | 19,900,000 |
Total assets | c = (a+b) | 507,665,000 | 185,643,000 |
Cash and cash equivalents (including amounts awaiting settlement and overdrafts) | d | 26,729,000 | (£1,116,000) |
Net gearing | (c-d)/a-1 | 5.2% | 12.7% |
AGM
The Annual Report and separate Notice of Annual General Meeting will be posted to Shareholders in March 2022 and will be available from the Company Secretary at the Company's Registered Office, (16 Palace Street London SW1E 5JD) and on the Company's website. The AGM will be held at the Company's Registered Office at 9.30am on 7 April 2022. Unless any Government restrictions are put in place ahead of such date in connection with COVID-19, the meeting will be conducted in person.
Forward Looking Statements
Certain statements included above 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 of the Annual Report and Financial Statements.
No part of these preliminary 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.