MITON UK MICROCAP TRUST PLC (the "Company")
HALF YEAR REPORT FOR THE HALF YEAR ENDED 31 OCTOBER 2019
The Directors present the Half Year Report of the Company for the half year ended 31 October 2019.
Miton UK MicroCap Trust plc is an investment trust quoted on the London Stock Exchange under the ticker code MINI. It is referred to as the Company, MINI or the Trust in the text of this report. The board, which consists of four independent directors appoints the Investment Manager and is responsible for monitoring the Trust's performance.
Summary of Results
|
Half year to 31 October 2019 |
Year ended 30 April 2019 |
Total net assets attributable to equity shareholders (£'000)† |
67,673 |
85,679 |
NAV per Ordinary share* |
48.92p |
56.13p |
Share price (mid) |
46.20p |
54.40p |
Discount to NAV* |
(5.56)% |
(3.08)% |
Revenue return per Ordinary share |
0.10p |
0.20p |
Total return per Ordinary share* |
(6.82)p |
(12.83)p |
Ongoing charges#* |
1.66% |
1.52% |
Ordinary shares in issue |
138,335,915 |
152,653,822 |
* Alternative Performance Measure ('APM'). Details provided in the Glossary in the Half Year Report.
† After payment of redemption proceeds and cancellation of shares June 2019: £7,721,000 (June 2018: £12,761,000).
# The ongoing charges are calculated in accordance with AIC guidelines.
CHAIRMAN'S STATEMENT
This Half Year Report covers the six-month period to 31 October 2019, a period when the mainstream markets were flat, and many microcap share prices were depressed as buyers awaited more detail regarding Brexit. This has led to a disappointing performance for your Trust over the half year.
Returns
The UK's transition out of the EU was planned for the end of March 2019, but this was deferred until the end of October 2019, and, subject to the election results, it is now anticipated to occur at the end of January 2020. Many smallcap investors deferred investing during this period of uncertainty. Over the half year the FTSE SmallCap Index (excluding Investment Trusts) Index fell 5.9% and the FTSE AIM All-Share Index fell by 8.2%.
The adverse trend was most marked amongst microcap stocks, and typically their share prices have fallen more than the smallcap indices quoted above. For this reason, the NAV of the Trust has fallen 12.8% over the half year. It is a little-known fact that there are 25 companies with market capitalisations over £500m in the FTSE AIM All-Share Index and these tend to be stocks, such as ASOS, Fevertree and boohoo, which have performed well as they are deemed to be high growth companies, rather than the overlooked value of more steadily growing companies, which we seek.
The revenue return per share was 0.10p over the half year, which compares with 0.12p per share in the equivalent six-month period last year. It has always been anticipated that, over time, capital appreciation would be the principal driver of the Trust's return.
When the Trust was first listed its NAV rose from 49.0p in April 2015 to 71.6p in June 2018. However, the adverse stock market trends in the second half of last year, and anxiety over Brexit in recent quarters has led to the Trust's NAV per share falling back to 48.9p at the end of October 2019. Over the four-and a half year period since issue, the Trust's NAV is almost unchanged in spite of microcap companies generally growing over that period. Since microcaps valuations have declined over the period, the Trust now has significant potential upside as and when these valuations recover.
Share Redemptions
The Trust's share price reflects the balance of buyers and sellers in the market. Hence when there is an imbalance, its share price can diverge from the Trust's NAV. In order to ensure imbalances do not persist, the Trust offers all shareholders the option to redeem their shares each year.
This year, 14,317,907 shares were offered for redemption during May 2019, amounting to 9.4% of the then share capital, for a redemption point at the end of June 2019. This was funded in part by cash receipts from a takeover of a portfolio holding.
It is anticipated that the next redemption point for shareholders will be at the end of June 2020, for those who submit requests during May 2020. Currently it is envisaged that the portfolio will be fully invested at this time, since our manager anticipates that microcap share prices will recover after the conclusion of the UK General Election and Brexit. If this turns out to be the case, then shareholders should note that redemptions are likely to be funded by selling an equal tranche of all the Trust holdings. This may take some weeks to complete and would incur transaction costs which would be borne by those shareholders electing to redeem.
AGM
Given the relatively low attendance at the recent August AGMs and in light of feedback received from shareholders, we have decided to move the AGM from August to September 2020, to give shareholders a more convenient opportunity to attend should they wish.
Strategy
Quoted smallcaps have both corporate agility and access to external capital. Together, these trends have led to a long history of their outperforming the mainstream indices. Investing in microcaps, especially those standing at undemanding valuations at the time of purchase, has a history of even greater outperformance. For this reason, the Trust's strategy is to select UK quoted companies with overlooked prospects, in an investment universe of quoted companies principally with market capitalisations below £150m. The share prices of the most successful microcaps can deliver a multiple of the capital invested.
Since UK microcap share prices have declined over the last 18 months, a large percentage now stand on relatively undemanding valuations. Therefore, we believe that the Trust's strategy now has significant potential upside.
Prospects
As a rule, larger companies find it hard to grow much faster than their host economies. So, when economic growth is unexceptional, the aggregate return on larger company indices tends to be unremarkable. One of the key features of the decades of globalisation has been the extra growth of largecaps and consequent years of strong returns of the mainstream indices. Globalisation has also benefitted most of the electorate as it led to plentiful, low-cost, imports of clothing, food and electronics, an ongoing reduction in mortgage rates, together with productivity improvement and new job creation.
Following the crisis in 2008, however, the policy of Quantitative Easing introduced a period of major change. QE works by distorting market prices, and hence it's use and reuse has led to the persistent misallocation of capital over many years. This has led to stagnation in global productivity, disappointing wage growth, and a hardening of electoral attitudes. Over recent years the political agenda has changed, and globalisation has evolved into nationalism across the world.
As global growth falls back to pre-globalisation norms, we believe that a quoted microcap approach is advantageous. When economic conditions are challenging, the management agility that many microcaps demonstrate is important. Importantly, since acquisitions or mergers can turn out to be transformational, microcaps have a history of delivering much greater returns than those of the mainstream indices.
In summary, the growth prospects for the UK economy may be no better than others. Importantly and uniquely, the UK stock market contrasts with others in that it has retained a vibrant universe of quoted microcaps over the period of globalisation. In a slow-growth world, the Trust's microcap strategy is particularly well-placed to deliver premium returns. Furthermore, since we believe that UK microcaps themselves are overdue a period of major performance catch-up, we consider that the Trust has the potential for strong prospects over both the short and the longer term.
Andy Pomfret
Chairman
12 December 2019
INVESTMENT MANAGER'S REPORT
Who are Premier Miton?
In November 2019, Premier and Miton merged to form Premier Miton Group plc, which remains an independent listed company with an emphasis on delivering premium investment returns. Some of the technology developed by Premier will be very helpful for Miton clients, and the reduction of overlapping costs will allow the combined group to accelerate investing in the business in order to address changing market trends ahead of others.
Both Miton and Premier have a heritage of organically growing their fund management businesses from small beginnings, through client-centric fund strategies that have scope to deliver returns that are ahead of others. In the case of Premier this was principally within funds including shares, bonds and property together, whereas in the case of Miton it was principally via equity portfolios in specific investment universes, such as the Miton UK Microcap Trust.
The day to day management of the Trust's portfolio continues to be carried out by Gervais Williams and Martin Turner, who have worked together on this Trust since it first listed in April 2015.
Gervais Williams
Gervais joined Miton in March 2011 and is Head of Equities in Premier Miton. He has been an equity fund manager since 1985, including 17 years at Gartmore. He was named Fund Manager of the Year by What Investment? In 2014 and is also a board member of the Quoted Companies Alliance and a member of the AIM Advisory Council.
Martin Turner
Martin joined Miton in May 2011. Both Martin and Gervais have had a close working relationship since 2004, with their complementary expertise that led them to back a series of successful companies. Martin qualified as a Chartered Accountant with Arthur Anderson, and had senior roles and extensive experience at Rothchild, Merrill Lynch and Collins
Stewart.
Why were the Trust's returns so disappointing over the half year to October?
The FTSE100 Index peaked in May 2018 and fell back, especially during the latter part of that year. Whilst the UK largecaps subsequently staged a recovery in the first few months of 2019, more recently they have lost momentum.
Over the half year to 31 October 2019, Brexit anxiety subdued smallcap buyers, and hence the FTSE Smallcap Index excluding Investment Companies fell 5.9% and the AIM All-Share Index fell 8.2%. Generally, microcap share prices fell somewhat further, in part because their market liquidity is more limited as a result, the NAV of the Trust fell 12.8% over the six months to October.
At times when it turns out that a portfolio holding is not going to generate an attractive cash payback on their investment, the disappointing holding is sold, and the capital reallocated to others with better prospects. Nanoco was the most disappointing holding during this period, since it reported that their largest prospective customer would not be utilising its new factory capacity, in spite of the customer having already paid for all the new machinery. As considered it unlikely that Nanoco would generate any significant cash in the next few years, the MINI holding in Nanoco was sold.
Whilst the prospective cashflows from Corero Network Security, Frontier IP, Anglo African Oil & Gas, Zotefoams and Trackwise Designs were slightly deferred, we still expect them to become substantial before long. Since the microcap market is currently unsettled, the slower progress of these stocks detracted a total of 4.9% from the Trust's NAV return over the six-month period. It is anticipated that their share prices will appreciate considerably when the cash generation potential comes through.
There were offsetting positives such as Rockrose Energy, a company with an ambition to acquire North Sea oilfields already in production, that the Trust invested in during September and October 2018. Rockrose was already well financed with a sizable cash balance, so any potential transaction was unlikely to need additional capital. Meanwhile many oil majors were looking for strategic reasons to exit non-core operations such as those in the North Sea. In our view the exit valuations were likely to be modest.
During the half year, shareholders approved Rockrose's proposed transaction to buy Marathon Oil's interests in the North Sea. The assets in this transaction were so large, that it triggered a reverse takeover process, which meant that Rockrose's shares were suspended whilst the transaction was formally approved by shareholders. Rockrose Energy's share price more than doubled and enhanced the Trust's NAV return by 2.5% over the half year.
The half year ended with many microcap stocks standing on very undemanding valuations, and hence many are vulnerable to takeover. A good example is Eland Oil & Gas which agreed to a bid at 166p per share during the six months under review. Whilst the bid is well above the Trust's average purchase price of 58p, we find it disappointing that Eland has been acquired on a Price Earning Ratio of just 7.6x (according to Panmure Gordon's forecasts). Takeovers such as this underline the greatly overlooked nature of many microcap stocks and validates our confidence in the Trust's portfolio. Looking forward we anticipate that the underlying strengths of many of the microcap businesses in the portfolio will rise to more appropriate valuations.
How has the Trust performed since listing four and half years ago?
Over the decades of globalisation few funds have advocated a microcap strategy despite its long history of substantial outperformance, because the mainstream indices have delivered such strong absolute returns. Furthermore, microcap funds are by their nature necessarily limited in scale, and at a time of stock market buoyancy they may not seem to be worth the effort.
More recently, it has been becoming clear that the political agenda has started to change radically. As policy evolves beyond globalisation, we think that the prior pattern of slower world growth may recommence, along with potentially more moderate returns on mainstream stock market indices. As this trend becomes more consensual, we expect renewed interest in strategies that can deliver attractive returns even when global growth is limited.
With this background in mind, the Miton UK MicroCap Trust was set up at the end of April 2015. It's NAV quickly rose from 49.0p in April 2015 to 71.6p in June 2018. From mid-2018 onwards, as the mainstream stock markets became more unsettled, the Trust's NAV fell back. Overlaying this, anxiety over Brexit has led to even greater recent weakness amongst microcap share prices recently. As a result, the Trust's NAV has now fallen back to 48.9p per share as at the end of October 2019. Overall, the FTSE100 Index has hardly risen since the Trust's listing four and a half years ago, whilst the Trust's NAV is broadly flat. Since microcap companies have generally grown profits over this period, this means that many microcap valuations have declined.
In summary, microcaps have a long history of generating premium returns, with their advantage most distinctive at a time when world growth is unexceptional. Alongside this, with microcap valuations unusually low at present, we believe that the Trust has greater potential upside now, even than it did when first listed.
What should investors expect after Brexit transition occurs?
Three stock market changes occurred after the result of the EU referendum was announced in June 2016.
1. The UK exchange rate fell back abruptly. This boosted the value of profits generated overseas and increased the Sterling profits of multinational stocks. Hence the FTSE100 Index actually ended up rising after the Brexit vote.
2. The share prices of mainstream cyclical stocks such as banks, housebuilders and retailers fell sharply on the assumption that domestic growth prospects were going to be less buoyant.
3. Smallcap stocks were lumped together with domestics, and their share prices marked down sharply, rather like the cyclicals. After a few months with many small caps reporting upbeat results, their share prices staged a recovery.
Overall, we expect renewed capital allocations to the UK stock market when the uncertainty of the Brexit transition is lifted. Also, we expect that UK stock market trends will be the reverse of those outlined above.
1. The UK exchange rate may steadily appreciate, which would be a headwind for multinational stocks, and the FTSE 100 Index specifically. Hence, renewed UK capital allocations will initially be more likely to be directed to the FTSE250 Index stocks.
2. There are already some early indications that the share prices of mainstream cyclicals, such as banks, housebuilders and retailers will rise. It is unlikely, however, that the prospects for the UK economy would greatly improve as a result of the Brexit transition agreement, so these moves might not be sustained.
3. We expect the renewed capital inflows into the UK to move from the FTSE250 stocks, into smallcap, and then into microcap stocks, given that their valuations are so much lower. This is something that may progressively occur in the months following the UK's exit from the EU, with the best performers being those microcaps whose results surprise on the upside.
Overall, we do not just expect renewed interest in UK quoted companies after the Brexit transition, but also potentially much greater interest in small and microcap companies. Importantly, the UK is distinctive with its vibrant community of quoted small and microcap companies, as there are few other markets where investors can participate in all the advantages these stocks offer.
How does the Trust add value when markets are particularly volatile?
Stock markets can suffer periods of high volatility at times, that sometimes involve large price setbacks. The Trust has two strategies specifically ready to enhance shareholder returns through such periods when they occur.
A FTSE100 Put Option
MINI is currently holding a Put option. This option means the Company can sell the FTSE100 Index at a certain level (6,100 in our case) after the stock market has sold off. This works a bit like portfolio insurance, with value of the FTSE100 Put option rising as the FTSE100 falls below 6,100.
Options come with a cost - similar to an insurance premium. Specifically, the cost of the Put option will gradually decay over the insured period (to December 2020 in our case), irrespective of whether the markets suffer any fluctuations or not. It is therefore important to minimise the initial cash cost of Put options, since their resale value generally falls over time (assuming markets are relatively flat) and ultimately becomes worthless if the FTSE100 Index does not fall significantly below 6,100.
With this in mind, we tend to wait for buoyant periods in the market before purchasing Put options. In addition, we have been cautious about the scale of the Put options purchased. Therefore, the Put options only cover severe market setbacks, (in our case when the FTSE100 Index falls below 6100), and only cover one quarter of the total assets in the Trust. This means that the cost of the option is rather less than 0.5% of the NAV per year on average, were the option to expire worthless at the end of its term.
The key advantage of having Put options in the portfolio is that their resale value would be expected to rise proportionate to a market selloff. The full level of that appreciation would be related to the duration of the remaining term of the option as well as the scale of the market setback. If the Put option were to be sold when markets were low, then the cash proceeds could be used to purchase additional equities for the portfolio at a time when their share prices were depressed. The added holdings in the portfolio would then enhance its recovery potential thereafter.
In summary, the Put option strategy places MINI in a position at little cost where it has scope to take advantage of any major market setback, at a relatively modest running cost, if markets do not drop back significantly in the period prior to December 2020.
The Trust's Debt Facility
Generally, as outlined above, we believe the Trust has scope to generate an attractive long-term return without relying on debt. Therefore, the Trust has not significantly borrowed at all most of the time, since it would detract from returns during periods of market weakness. However, the Trust has an unused debt facility available, so it can purchase additional shares when we consider valuations especially compelling, and hold them when markets are well-placed to recover after a severe setback.
Managing the potential downside volatility of the stock market - in summary
MINI's objective is to offer shareholders the prospect of premium long-term returns, through investing in overlooked microcap stocks. Along the way this necessarily involves taking stock market risk, which could involve a significant fall in NAV. At present this risk is being offset in part by holding a FTSE100 Put option holding since this would rise in value if the mainstream stock market fell back sharply before December 2020. Once the stock market had bottomed, the Trust has access to a pre-agreed debt facility, which would be able to purchase extra holdings and participate in greater scale in the recovery. Together, we believe these strategies put the Company in a position to take advantage of any significant stock market setback and subsequent recovery, enhance the returns of the Trust's NAV over such a period.
What are the prospects for the Trust?
Since 2008, the main driver of global growth has been Chinese infrastructure investment. The collective problem is that after a decade of Chinese infrastructure spend, many of their current projects do not generate sufficient cash to fund the repayment of their debt. Therefore, the Chinese have found it harder to borrow over recent years, and this has led to a marked slowdown in Chinese growth, and that of the world economy.
As larger companies rarely grow much faster than their host economies, the slowdown in world growth suggests that many mainstream companies will not grow much in future. It also implies stock market returns could turn out to be quite modest. Indeed, the fact that government debt is now standing on ultralow rates also implies that returns on most asset classes are likely to be very modest.
The Miton UK MicroCap Trust was set up with these challenges in mind. Microcaps are small compared to the largecaps and so some can sustain good growth even when the wider economy is not growing. During globalisation and the years of plentiful growth, this differential has not been particularly relevant. However, now that globalisation has evolved into nationalism and global growth has moderated, microcaps could be important. We would argue that this is the moment when all investors should step up their allocation to quoted microcap stocks, because of their scope to buck the wider economic constraints.
In addition, during the period of Brexit uncertainty the valuation of the UK stock market has fallen behind others. Quoted microcaps have been even more likely to be overlooked than mainstream stocks, so we believe that they have potential for an even greater performance catch-up to come. In summary, we are excited about the Trust's prospects over the short and the longer term.
Gervais Williams and Martin Turner
12 December 2019
PORTFOLIO INFORMATION
as at 31 October 2019
Rank |
Company |
Sector & main activity |
Valuation £'000 |
% of net assets |
Yield* % |
1 |
Cerillion |
Technology |
2,996 |
4.4 |
2.5 |
2 |
Kape Technologies |
Technology |
2,155 |
3.2 |
- |
3 |
Frontier IP Group |
Industrials |
2,132 |
3.2 |
- |
4 |
Rockrose Energy |
Oil & Gas |
2,089 |
3.1 |
3.5 |
5 |
Aquis Exchange |
Financials |
2,081 |
3.1 |
- |
6 |
Eland Oil & Gas |
Oil & Gas |
1,918 |
2.8 |
- |
7 |
Kromek Group |
Health Care |
1,818 |
2.7 |
- |
8 |
MTI Wireless Edge |
Technology |
1,707 |
2.5 |
4.0 |
9 |
Jubilee Metals Group |
Basic Materials |
1,490 |
2.2 |
- |
10 |
Caledonia Mining Corporation |
Basic Materials |
1,322 |
1.9 |
4.5 |
Top 10 investments |
19,708 |
29.1 |
|
||
|
|
|
|
|
|
11 |
Reabold Resources |
Financials |
1,257 |
1.9 |
- |
12 |
Science in Sport |
Consumer Goods |
1,225 |
1.8 |
- |
13 |
Totally |
Health Care |
1,221 |
1.8 |
- |
14 |
Mind Gym |
Industrials |
1,141 |
1.7 |
1.8 |
15 |
Hydrogen Group |
Industrials |
1,115 |
1.6 |
2.9 |
16 |
Conygar Investment Company |
Financials |
1,107 |
1.6 |
- |
17 |
Mercantile Ports & Logistics |
Industrials |
1,060 |
1.6 |
- |
18 |
BATM Advanced Communications |
Technology |
1,038 |
1.5 |
- |
19 |
Amino Technologies |
Technology |
990 |
1.5 |
6.9 |
20 |
Oxford Metrics |
Technology |
979 |
1.5 |
1.7 |
Top 20 investments |
30,841 |
45.6 |
|
||
|
|
|
|
|
|
21 |
Cropper (James) |
Basic Materials |
978 |
1.5 |
1.0 |
22 |
Palace Capital |
Financials |
889 |
1.3 |
6.5 |
23 |
Inspired Energy |
Industrials |
875 |
1.3 |
4.9 |
24 |
STM Group |
Financials |
867 |
1.3 |
5.0 |
25 |
Centralnic Group |
Technology |
850 |
1.3 |
- |
26 |
Diversified Gas & Oil |
Oil & Gas |
839 |
1.2 |
9.9 |
27 |
Simec Atlantis Energy |
Utilities |
839 |
1.2 |
- |
28 |
Tungsten |
Financials |
770 |
1.1 |
- |
29 |
Inspiration Healthcare Group |
Health Care |
754 |
1.1 |
- |
30 |
Redde |
Financials |
745 |
1.1 |
10.4 |
Top 30 investments |
39,247 |
58.0 |
|
||
|
|
|
|
|
|
31 |
Wey Education |
Industrials |
704 |
1.0 |
- |
32 |
600 Group |
Industrials |
688 |
1.0 |
4.6 |
33 |
Share |
Financials |
678 |
1.0 |
1.9 |
34 |
Corero Network Security |
Technology |
660 |
1.0 |
- |
35 |
Ingenta |
Technology |
650 |
1.0 |
1.9 |
36 |
Van Elle Holdings |
Industrials |
649 |
1.0 |
5.3 |
37 |
Enteq Upstream |
Oil & Gas |
639 |
0.9 |
- |
38 |
TP Group |
Industrials |
638 |
0.9 |
- |
39 |
Oxford Biodynamics |
Health Care |
617 |
0.9 |
- |
40 |
Brighton Pier Group |
Consumer Services |
589 |
0.9 |
- |
Top 40 investments |
45,759 |
67.6 |
|
||
Balance held in 59 equity instruments |
16,942 |
25.0 |
|
||
Total equity investment |
62,701 |
92.6 |
|
||
Listed Put Option FTSE100 - December 2020 6,100 put |
501 |
0.8 |
|
||
Other net current assets |
4,471 |
6.6 |
|
||
Net assets |
67,673 |
100.0 |
|
* Source: Thomson Reuters. Based on historic dividends and therefore not representative of future yield.
Portfolio exposure by sector (%) |
||
Technology |
22.5 |
|
Industrials |
20.3 |
|
Financial Services |
16.9 |
|
Oil & Gas |
12.8 |
|
Basic Materials |
10.9 |
|
Health Care |
8.4 |
|
Consumer Goods |
4.0 |
|
Consumer Services |
2.2 |
|
Utilities |
2.0 |
|
|
|
|
Actual annual income by sector (%) |
||
Financial Services |
29.5 |
|
Industrials |
26.2 |
|
Oil & Gas |
21.0 |
|
Technology |
11.5 |
|
Basic Materials |
7.4 |
|
Utilities |
4.4 |
|
|
|
|
|
|
|
Portfolio by asset allocation |
|
AIM |
87.3 |
Other UK Equities |
7.8 |
FTSE SmallCap Index |
3.8 |
FTSE Fledgling Index |
1.1 |
|
|
Portfolio by spread of investment income |
|
AIM |
66.0 |
Other UK Equities |
22.4 |
FTSE SmallCap Index |
6.3 |
FTSE Fledgling Index |
5.3 |
|
|
Source: Thomson Reuters
INTERIM MANAGEMENT REPORT AND DIRECTORS' RESPONSIBILITY STATEMENT
Interim Management Report
The important events that have occurred during the period under review, the key factors influencing the financial statements and any updates to the principal risks and uncertainties for the remaining six months of the financial year are set out in the Chairman's Statement and the Investment Manager's Report above.
The principal risks facing the Company are substantially unchanged since the date of the Annual Report and Accounts for the year ended 30 April 2019 and remain as set out in that report on pages 19 and 20.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
· the condensed set of financial statements has been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting, as adopted by the European Union; and gives a true and fair view of the assets, liabilities, financial position and loss of the Company; and
· this Half Year Report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.
This Half Year Report was approved by the Board of Directors on 12 December 2019 and the above responsibility statement was signed on its behalf by Andy Pomfret, Chairman.
CONDENSED INCOME STATEMENT
for the half year to 31 October 2019
|
|
Half year to 31 October 2019
|
Half year to 31 October 2018 |
Year ended 30 April 2019 |
||||||
|
Note |
Revenue return £'000 |
Capital return £'000 |
Total £'000 |
Revenue return £'000 |
Capital return £'000 |
Total £'000 |
Revenue return £'000 |
Capital return £'000 |
Total £'000 |
|
|
|
|
|
|
|
|
|
|
|
(Losses)/Gains on investments held at fair value through profit or loss |
|
- |
(9,658) |
(9,658) |
- |
(12,915) |
(12,915) |
- |
(18,995) |
(18,995) |
Foreign exchange losses |
|
- |
- |
- |
- |
- |
- |
- |
(1) |
(1) |
Losses on derivatives held at fair value through profit or loss |
|
- |
(190) |
(190) |
|
|
|
- |
(241) |
(241) |
Income |
2 |
508 |
- |
508 |
581 |
- |
581 |
1,087 |
- |
1,087 |
Management fee |
8 |
(91) |
(273) |
(364) |
(128) |
(383) |
(511) |
(233) |
(698) |
(931) |
Other expenses |
|
(266) |
- |
(266) |
(268) |
- |
(268) |
(533) |
- |
(533) |
Return/(loss) on ordinary activities before finance costs and taxation |
|
151 |
(10,121) |
(9,970) |
185 |
(13,298) |
(13,113) |
321 |
(19,935) |
(9,614) |
Finance costs |
9 |
- |
(24) |
(24) |
- |
(24) |
(24) |
- |
(47) |
(47) |
Return/(loss) on ordinary activities before taxation |
|
151 |
(10,145) |
(9,994) |
185 |
(13,322) |
(13,137) |
321 |
(19,935) |
(19,661) |
Taxation |
|
- |
- |
- |
- |
- |
- |
(14) |
(47) |
(14) |
Return/(loss) on ordinary activities after taxation |
|
151 |
(10,145) |
(9,994) |
185 |
(13,322) |
(13,137) |
307 |
(19,982) |
(19,675) |
Return/(loss) on ordinary activities for the year analysed as follows:
|
|
|
|
|
|
|
|
|
|
|
Attributable to Ordinary shares |
|
151 |
(10,145) |
(9,994) |
185 |
(13,322) |
(13,137) |
307 |
(19,982) |
(19,675) |
Return/(loss) per Ordinary share (pence) |
3 |
0.10 |
(6.92) |
(6.82) |
0.12 |
(8.65) |
(8.53) |
0.20 |
(13.03) |
(12.83) |
The total column of this statement is the Income Statement of the Company prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The supplementary revenue return and capital return columns are presented in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC SORP").
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period.
The accompanying notes are an integral part of these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
for the half year to 31 October 2019
|
Note |
Share capital £'000 |
Share premium account £'000 |
Special reserve £000 |
Capital reserve £'000 |
Capital redemption reserve £'000 |
Retained earnings £'000 |
Total £'000 |
||
|
|
|
|
|
|
|
|
|
||
As at 30 April 2019 |
|
203 |
86,986 |
- |
(2,073) |
20 |
543 |
85,679 |
||
Total comprehensive income: |
|
|
|
|
|
|
|
|
||
Net return for the period |
|
- |
- |
- |
(10,145) |
- |
151 |
(9,994) |
||
|
|
|
|
|
|
|
|
|
||
Transactions with shareholders recorded directly to equity: |
|
|
|
|
|
|
|
|
||
Cancellation of share premium net of costs |
|
- |
(86,986) |
86,972 |
- |
- |
- |
(14) |
||
Redemption of Ordinary shares |
5 |
(15) |
‑ |
(7,721) |
- |
15 |
- |
(7,721) |
||
Equity dividends paid |
4 |
- |
- |
- |
- |
- |
(277) |
(277) |
||
As at 31 October 2019 |
|
188 |
- |
79,251 |
(12,218) |
35 |
417 |
67,673 |
||
|
|
|
|
|
|
|
|
|
||
As at 30 April 2018 |
|
221 |
86,986 |
- |
30,670 |
2 |
786 |
118,665 |
||
Total comprehensive income: |
|
|
|
|
|
|
|
|
||
Net return for the period |
|
- |
- |
- |
(13,322) |
- |
185 |
(13,137) |
||
|
|
|
|
|
|
|
|
|
||
Transactions with shareholders recorded directly to equity: |
|
|
|
|
|
|
|
|
||
Redemption of Ordinary shares |
5 |
(18) |
- |
- |
(12,760) |
18 |
- |
(12,760) |
||
Equity dividends paid |
|
- |
- |
- |
- |
- |
(550) |
(550) |
||
As at 31 October 2018 |
|
203 |
86,986 |
- |
4,588 |
20 |
421 |
92,218 |
||
|
|
|
|
|
|
|
|
|
||
As at 30 April 2018 |
|
221 |
86,986 |
- |
30,670 |
2 |
786 |
118,665 |
||
Total comprehensive income: |
|
|
|
|
|
|
|
|
||
Net return for the period |
|
- |
- |
- |
(19,982) |
- |
307 |
(19,675) |
||
|
|
|
|
|
|
|
|
|
||
Transactions with shareholders recorded directly to equity: |
|
|
|
|
|
|
|
|
||
Redemption of Ordinary shares |
5 |
(18) |
- |
- |
(12,761) |
18 |
- |
(12,761) |
||
Equity dividends paid |
4 |
- |
- |
- |
- |
- |
(550) |
(550) |
||
As at 30 April 2019 |
|
203 |
86,986 |
- |
(2,073) |
20 |
543 |
85,679 |
||
Following Court approval and the subsequent registration of the Court order with the Registrar of Companies on 13 August 2019, the cancellation of the Company's share premium account became effective and an amount of £86,986,000 was transferred from the share premium account to the special reserve which is distributable reserve.
The accompanying notes are an integral part of these financial statements.
CONDENSED BALANCE SHEET
as at 31 October 2019
|
Note |
31 October 2019 £'000 |
31 October 2018 £'000 |
30 April 2019 £'000 |
Non-current assets: |
|
|
|
|
Investments held at fair value through profit or loss |
|
62,701 |
88,765 |
80,308 |
Current assets: |
|
|
|
|
Derivative instruments |
|
501 |
- |
690 |
Trade and other receivables |
|
134 |
192 |
108 |
Cash at bank and cash equivalents |
|
4,466 |
3,419 |
4,784 |
|
|
5,101 |
3,611 |
5,582 |
Liabilities: |
|
|
|
|
Trade and other payables |
|
129 |
158 |
211 |
Net current assets |
|
4,972 |
3,453 |
5,371 |
Total liabilities |
|
67,673 |
92,218 |
85,679 |
Capital and reserves |
|
|
|
|
Share capital |
5 |
188 |
203 |
203 |
Share premium account |
|
- |
86,986 |
86,986 |
Special reserve |
|
79,251 |
- |
- |
Capital reserve |
|
(12,218) |
4,588 |
(2,073) |
Capital redemption reserve |
|
35 |
20 |
20 |
Revenue reserve |
|
417 |
421 |
543 |
Shareholders' funds |
|
67,673 |
92,218 |
85,679 |
|
|
pence |
pence |
pence |
Net asset value per Ordinary share |
6 |
48.92 |
60.41 |
56.13 |
The accompanying notes are an integral part of these financial statements.
CONDENSED STATEMENT OF CASH FLOWS
for the half year to 31 October 2019
|
Half year to 31 October 2019 £'000 |
Half year to 31 October 2018 £'000 |
Year ended 30 April 2019 £'000 |
Operating activities: |
|
|
|
Net loss before taxation |
(9,994) |
(13,137) |
(19,661) |
Loss on investments held at fair value through profit or loss |
9,848 |
12,915 |
19,236 |
(increase)/decrease in trade and other receivables |
(21) |
80 |
38 |
Decrease in trade and other payables |
(11) |
(25) |
(34) |
Exchange losses on capital items |
- |
- |
1 |
Exclude finance costs |
24 |
24 |
47 |
Withholding tax paid |
- |
- |
(14) |
Net cash outflows from operating activities |
(154) |
(143) |
(387) |
Investing activities: |
|
|
|
Purchase of investments |
(6,110) |
(16,989) |
(27,511) |
Sale of investments |
13,979 |
19,295 |
32,371 |
Purchase of derivative instruments |
- |
- |
(931) |
Net cash inflow from investing activities |
7,869 |
2,306 |
3,929 |
Financing activities: |
|
|
|
Redemption/repurchase of ordinary shares |
(7,721) |
(12,760) |
(12,761) |
Equity dividends paid |
(277) |
(550) |
(550) |
Finance costs paid |
(21) |
(29) |
(41) |
Costs paid in relation to share premium cancellation |
(14) |
- |
- |
Net cash outflows from financing activities |
(8,033) |
(13,339) |
(13,352) |
Decrease in cash and cash equivalents |
(318) |
(11,176) |
(9,810) |
Reconciliation of net cash flow movement in funds: |
|
|
|
Cash and cash equivalents at the start of the period |
4,784 |
14,595 |
14,595 |
Net cash outflow from cash and cash equivalents |
(318) |
(11,176) |
(9,810) |
Exchange rate movements |
- |
- |
(1) |
Cash at the end of the period |
4,466 |
3,419 |
4,784 |
|
|
|
|
|
£'000 |
£'000 |
£'000 |
Cash received/(paid) during the period includes: |
|
|
|
- Dividends received |
487 |
659 |
1,142 |
The accompanying notes are an integral part of these financial statements.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Basis of preparation
The condensed financial statements of the Company have been prepared in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union.
The functional currency of the Company is pounds sterling because this is the currency of the primary economic environment in which the Company operates. The financial statements are also presented in pounds sterling rounded to the nearest thousands, except where otherwise indicated.
The financial information contained in this Half Year Report does not constitute statutory accounts as defined in Section 435(1) of the Companies Act 2006. The financial information for the periods ended 31 October 2019 and 31 October 2018 have not been audited or reviewed by the Company's Auditor. The figures and financial information for the year ended 30 April 2019 are an extract from the latest published audited financial statements, which have been filed with the Registrar of Companies. The report of the Auditor on those financial statements was unqualified and did not contain a statement under either Section 498(2) or 498(3) of the Companies Act 2006.
The special reserve was created by the cancellation of the share premium account. One purpose is to allow the Company to meet annual redemption requests of ordinary shares. The costs of repurchasing of ordinary shares and meeting annual redemption requests, including related stamp duty and transaction costs, are also charged to the special reserve. The accounting policies and methods of computation followed in these half year condensed financial statements are, apart from above, consistent with the most recent annual financial statements for the year ended 30 April 2019.
Going concern
The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period of 12 months from the date these financial statements were approved). Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern, having taken into account the liquidity of the Company's investment portfolio and the Company's financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on the going concern basis and on the basis that approval as an investment trust company will continue to be met.
2. Income
|
Half year to 31 October 2019 £'000 |
Half year to 31 October 2018 £'000 |
Year ended 30 April 2019 £'000 |
Income from investments: |
|
|
|
UK dividends |
384 |
326 |
705 |
Unfranked dividend income |
124 |
255 |
382 |
Total income |
508 |
581 |
1,087 |
3. Return per Ordinary Share
Returns per share are based on the weighted average number of shares in issue during the period. Normal and diluted return per share are the same as there are no dilutive elements on share capital.
|
Half year to 31 October 2019
|
Half year to 31 October 2018
|
Year ended 30 April 2019
|
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
|
|
|
|
|
|
|
|
Net profit (£'000) |
151 |
(10,145) |
(9,994) |
185 |
(13,322) |
(13,137) |
307 |
(19,982) |
(19,675) |
Weighted average number of shares in issue |
|
|
146,584,275 |
|
|
154,061,255 |
|
|
153,363,323 |
Return per share (pence) |
0.10 |
(6.92) |
(6.82) |
0.12 |
(8.65) |
(8.53) |
0.20 |
(13.03) |
(12.83) |
4. Dividends per Ordinary Share
|
Half year to 31 October 2019 |
Half year to 31 October 2018 |
Year ended 30 April 2019 |
|||
|
£'000 |
pence |
£'000 |
pence |
£'000 |
pence |
Amounts recognised as distributions to equity holders in the period: |
|
|
|
|
|
|
Final dividend for the year ended 30 April 2018 |
- |
- |
550 |
0.36 |
550 |
0.36 |
Final dividend for the year ended 30 April 2019 |
277 |
0.20 |
- |
- |
- |
- |
|
277 |
0.20 |
550 |
0.36 |
550 |
0.36 |
5. Called-up Share Capital
|
Half year to 31 October 2019 |
Half year to 31 October 2018 |
Year ended 30 April 2019 |
|||
|
Number |
£'000 |
Number |
£'000 |
Number |
£'000 |
|
|
|
|
|
|
|
Ordinary shares of £0.001 each |
|
|
|
|
|
|
Opening balance |
152,653,822 |
153 |
171,151,514 |
171 |
171,151,514 |
171 |
Redemptions |
(14,317,907) |
(15) |
(18,497,692) |
(18) |
(18,497,692) |
(18) |
|
138,335,915 |
138 |
152,653,822 |
153 |
152,653,822 |
153 |
|
Half year to 31 October 2019 |
Half year to 31 October 2018 |
Year ended 30 April 2019 |
|||
|
Number |
£'000 |
Number |
£'000 |
Number |
£'000 |
|
|
|
|
|
|
|
Management shares of £1 each |
50,000 |
50 |
50,000 |
50 |
50,000 |
50 |
Following Court approval and the subsequent registration of the Court order with the Registrar of Companies on 13 August 2019, the cancellation of the Company's share premium account became effective. Accordingly, the amount of £86,986,000 previously held in the share premium account was cancelled and transferred to the special reserve.
On 15 August 2019, the Company redeemed 14,317,907 Ordinary shares pursuant to its voluntary redemption facility. The Ordinary shares were redeemed at a price of 53.92 pence per Ordinary share, costing £7,721,000 million including expenses.
As at 31 October 2019, there were 138,335,915 Ordinary shares and 50,000 Management shares in issue.
6. Net Asset Value per Share
Ordinary shares
The NAV per Ordinary share and the NAV attributable at the period end were as follows:
|
NAV per Ordinary share 31 October 2019 |
Net assets attributable 31 October 2019 |
NAV per Ordinary share 31 October 2018 |
Net assets attributable 31 October 2018 |
NAV per Ordinary share 30 April 2019 |
Net assets attributable 30 April 2019 |
|
pence |
£'000 |
pence |
£'000 |
pence |
£'000 |
Basic and diluted |
48.92 |
67,673 |
60.41 |
92,218 |
56.13 |
85,679 |
NAV per Ordinary share is based on net assets at the period end and 138,335,915 Ordinary shares, being the number of Ordinary shares in issue at the period end (31 October 2018: 152,653,822 Ordinary shares; 30 April 2019: 152,653,822 Ordinary shares).
Management shares
Net assets of £1.00 per Management share is based on net assets at the period end of £50,000 and attributable to 50,000 Management shares at the period end. The shareholders have no right to any surplus capital or assets of the Company.
7. Transaction Costs
During the period, expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within 'losses on investments' in the Income Statement. The total costs were as follows:
|
Half year to 31 October 2019 |
Half year to 31 October 2018 |
Year ended 30 April 2019 |
|
£'000 |
£'000 |
£'000 |
Costs on acquisitions |
2 |
10 |
21 |
Costs on disposals |
18 |
33 |
50 |
|
20 |
43 |
71 |
|
Half year to 31 October 2019 £'000 |
% of average monthly net assets in the period |
Half year to 31 October 2018 £'000 |
% of average monthly net assets in the period |
Year to 30 April 2019 £'000 |
% of average monthly net assets in the period |
Costs paid in dealing commissions |
20 |
0.03 |
38 |
0.04 |
59 |
0.06 |
Costs of stamp duty |
- |
- |
5 |
- |
12 |
0.01 |
|
20 |
0.03 |
43 |
0.04 |
71 |
0.07 |
The average monthly net assets for the six months to 31 October 2019 was £75,778,000 (six months to 31 October 2018: £105,045,000; year to 30 April 2019: £96,534,000).
These costs do not include the costs of investing capital and the bid-offer spread on securities in the portfolio. Investments are valued at fair value which is bid value for listed securities. Certain holdings may have been acquired at a price higher than the bid price.
8. Management Fee
|
Half year to 31 October 2019 |
Half year to 31 October 2018 |
Year ended 30 April 2019 |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Management fee |
91 |
273 |
364 |
128 |
383 |
511 |
233 |
698 |
931 |
At 31 October 2019, an amount of £54,000 (31 October 2018: £78,000; 30 April 2019: £67,000) was outstanding and due to Miton Trust Managers Limited in respect of management fees.
The Investment Manager is entitled to receive from the Company in respect of its services provided under the Management Agreement a management fee payable monthly in arrears calculated at the rate of 1% per annum of the market capitalisation as at the relevant calculation date.
In addition to the basic management fee, and for so long as a Redemption Pool is in existence, the Investment Manager is entitled to receive from the Company a fee calculated at the rate of 1% per annum of the net asset value of the Redemption Pool on the last business day of the relevant calendar month.
The Investment Manager has agreed that, for so long as it remains the Company's investment manager, it will rebate such part of any management fee payable to it so as to help the Company maintain an ongoing charges ratio of 2% or lower. In accordance with the Directors' policy on the allocation of expenses between income and capital, in each financial year, 75% of the management fee payable is expected to be charged to capital and the remaining 25% to income.
9. Finance Costs
|
Half year to 31 October 2019 |
Half year to 31 October 2018 |
Year ended 30 April 2019 |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
RBS £7.5m revolving loan facility arrangement fee |
- |
3 |
3 |
- |
3 |
21 |
- |
6 |
6 |
RBS £7.5m revolving loan facility non-utilisation fee |
- |
21 |
21 |
- |
21 |
3 |
- |
41 |
41 |
|
- |
24 |
24 |
- |
24 |
24 |
- |
47 |
47 |
10. Fair Value Hierarchy
The Company measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements. The fair value is the amount at which the asset could be sold in an ordinary transaction between market participants, at the measurement date, other than a forced or liquidation sale.
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 as follows:
Level 1 |
- |
Valued using quoted prices, unadjusted in active markets. |
Level 2 |
- |
Valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included in level 1. |
Level 3 |
- |
Valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability. |
The tables below set out fair value measurement of financial assets and financial liabilities in accordance with the fair value hierarchy into which the fair value measurement is categorised.
Financial assets
|
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
Financial assets at fair value through profit or loss at 31 October 2019 |
|
|
|
|
Equity investments |
62,701 |
- |
- |
62,701 |
Derivatives contracts |
501 |
- |
- |
501 |
|
63,202 |
- |
- |
63,202 |
|
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
Financial assets at fair value through profit or loss at 31 October 2018 |
|
|
|
|
Equity investments |
88,035 |
355 |
375 |
88,765 |
|
88,035 |
355 |
375 |
88,765 |
|
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
Financial assets at fair value through profit or loss at 30 April 2019 |
|
|
|
|
Equity investments |
78,501 |
- |
1,807 |
80,308 |
Ordinary shares |
690 |
- |
- |
690 |
Derivative contracts |
79,191 |
- |
1,807 |
80,998 |
|
|
|
|
|
Reconciliation of level 3 movements - financial assets
|
As at 31 October 2019 Level 3 £'000 |
As at 31 October 2018 Level 3 £'000 |
As at 30 April 2019 Level 3 £'000 |
Opening fair value investments |
1,807 |
2,404 |
2,404 |
Transfer(to)/from level 1 |
(1,807) |
(2,007) |
(200) |
Sale proceeds |
- |
(36) |
(579) |
Movement in investment holdings gains/(losses) |
- |
14 |
182 |
Closing fair value of investments |
- |
375 |
1,807 |
As at 30 April 2019, Rockrose Energy and Wheelsure Group were both temporarily suspended from AIM. Rockrose Energy was readmitted to AIM on 24 July 2019 and Wheelsure Group was readmitted to AIM on 1 July 2019 and both were reclassified from Level 3 to Level 1.
As at 31 October 2019, the Company has holdings in Atlas African Industries, Constellation Healthcare, Fairpoint Group, Fishing Republic and Patisserie Holdings which are all held at nil value.
11. Transactions with the Investment Manager and Related Parties
The amounts paid and payable to the Investment Manager pursuant to the management agreement are disclosed in note 8. There were no other identifiable related parties at the half year end.
12. Contingent Liability
The Company is one of 45 defendants to proceedings filed in June 2019 by Howard M. Ehrenberg, in his capacity as the liquidating trustee of Orion Healthcorp, Inc., (the "Trustee") in the United States Bankruptcy Court in the Eastern District of New York arising from the takeover of Constellation Health Technologies, Inc. In November 2019, the Company moved to dismiss the proceedings on the grounds that the United States Bankruptcy Court does not have jurisdiction over the Company and further intends to dispute the claim on multiple additional grounds. The Trustee's opposition to that motion is due in late February 2020.
INVESTMENT OBJECTIVE AND POLICY
Investment Objective
The investment objective of the Company is to provide shareholders with capital growth over the long term.
Investment Policy
The Company invests primarily in the smallest companies, measured by their market capitalisation, quoted or traded on an exchange in the United Kingdom at the time of investment. It is likely that the majority of the microcap companies held in the Company's portfolio will be quoted on AIM and will typically have a market capitalisation of less than £150m at the time of investment. The Company may also invest in debt, warrants or convertible instruments issued by such companies and may invest in, or underwrite, future equity issues by such companies.
The Company may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for efficient portfolio management, gearing and investment purposes. Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Company's direct investments, as described below. The Company will not enter into uncovered short positions.
If companies in the portfolio achieve organic growth or grow through corporate activity such as acquisitions, and consequently have a market capitalisation that would place them outside the investable universe, the Investment Manager will not be obliged to sell those holdings, but the proportion of the portfolio in such companies will be carefully monitored by the Investment Manager and the Board so that the overall investment policy to invest in the smallest quoted or traded companies is not materially altered.
The Company's portfolio is expected to be diversified by industry and market of activity. No single holding will represent more than 15% of Gross Assets at the time of investment and, when fully invested, the portfolio is expected to have over 120 holdings although there is no guarantee that will be the case and it may contain a lesser number of holdings at any time.
The Company will have the flexibility to invest up to 10% of its Gross Assets at the time of investment in unquoted or untraded companies, or in any one unquoted or untraded company.
The Company will invest no more than 10% of Gross Assets at the time of investment in other investment funds.
Borrowing
The Company may deploy borrowing to enhance long-term capital growth. Gearing will be deployed flexibly up to 15% of the Net Asset Value, at the time of borrowing. In the event this limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice shareholders.
No material change will be made to the investment policy without the approval of shareholders by ordinary resolution.
SHAREHOLDER INFORMATION
Capital Structure
The Company's share capital consists of Ordinary shares of £0.001 each ("Ordinary shares") with one vote per share and non-voting Management shares of £1 each ("Management shares"). The Ordinary shares shall be redeemable in accordance with the Articles of Association of the Company. From time to time, the Company may issue C ordinary shares of £0.01 each ("C shares") with one vote per share.
As at 31 October 2019 and the date of this report, there are 138,335,915 Ordinary shares in issue, none of which are held in treasury, and 50,000 Management shares.
Redemption of Ordinary Shares
The Company has a voluntary redemption facility through which shareholders are entitled to request the redemption of all or part of their holding of Ordinary shares on an annual basis. The next Redemption Point for the Ordinary shares will be 30 June 2020. Redemption Request forms are available upon request from the Company's Registrar.
Shareholders submitting valid requests for the redemption of Ordinary shares will have their shares redeemed at the Redemption Price. The Directors may elect, at their absolute discretion, to calculate the Redemption Price applying on any redemption point by reference to the Dealing Value per Ordinary share or by reference to a separate Redemption Pool.
The Board may, at its absolute discretion, elect not to operate the annual redemption facility on any given Redemption Point, or to decline in whole or part any redemption request, although the Board does not generally expect to exercise this discretion, save in the interests of shareholders as a whole.
A redemption of Ordinary shares may be subject to either income tax or capital gains tax. In particular, private shareholders who sell their shares via the redemption mechanism could find they are subject to income tax on the gains made on the redeemed shares rather than the more usual capital gains tax on the sale of their shares in the market. However, individual circumstances do vary, so shareholders who are in any doubt about the redemption or the action that should be taken, should consult their stockbroker, accountant, tax adviser or other independent financial adviser.
Full details of the redemption facility are set out in the Company's Articles of Association or are available from the Secretary.
June 2020 Redemption Point
As disclosed in the Chairman's Statement above, it is anticipated that the next redemption point for shareholders will be in June 2020. The Board retains the discretion to further amend this timetable given the ongoing uncertainty as to the eventual Brexit timetable as at the date of publication of this Report.
The following are the relevant dates for the June 2020 Redemption Point:
2 June 2020 |
Latest date for receipt of Redemption Requests for certificated shares
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3.00pm on 2 June 2020 |
Latest date for receipt of Redemption Requests and TTE (Transfer to Escrow) instructions for uncertificated shares via CREST
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5.00pm on 30 June 2020 |
Redemption Point
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By 14 July 2020 |
Company to notify Redemption Price and dispatch redemption monies; or
If the redemption is to be funded by way of a Redemption Pool, Company to notify the number of shares being redeemed. Notification of Redemption Price and dispatch of redemption monies to take place as soon as practicable thereafter.
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By 28 July 2020 |
Balance certificates to be sent to shareholders |
Share Dealing
Shares can be traded through your usual stockbroker.
Share Prices
The Company's Ordinary shares are listed on the London Stock Exchange.
Share Register Enquiries
The register for the Ordinary shares is maintained by Link Asset Services. In the event of queries regarding your holding, please contact the Registrar on 0871 664 0300 (calls cost 12p per minute plus network charges) or email enquiries@linkgroup.co.uk.
Changes of name and/or address must be notified in writing to the Registrar: Link Asset Services, Shareholder Services Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Investment Manager: Miton Trust Managers Limited
The Company's Investment Manager is Miton Trust Managers Limited, a wholly-owned subsidiary of Premier Miton Group plc. Premier Miton Group is a leading multi-asset and equity fund management specialist listed on the AIM market for smaller and growing companies. The Investment Manager has also been appointed as the Company's Alternative Investment Fund Manager under the Alternative Investment Fund Managers' Directive.
Premier Miton had pro‐forma assets under management of £11.1 billion (as at 31 October 2019, unaudited).
Members of the fund management team invest in their own funds and are significant shareholders in the Miton Group.
Investor updates in the form of monthly factsheets are available from the Company's website, www.premiermiton/com/micro.
Financial Calendar
Year end |
30 April 2020 |
Redemption Point |
30 June 2020 |
2020 full year results announced |
June 2020 |
Annual General Meeting |
September 2020 |
Half year end |
31 October 2020 |
2020 half year results announced |
December 2020 |
Ticker code |
MINI |
ADVISERS
Investment Manager and Alternative Investment Fund Manager Premier Miton Managers Limited Paternoster House 65 St Paul's Churchyard London EC4M 8AB
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Registrar and Transfer Office Link Asset Services Shareholder Services Department The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Telephone: 0871 664 0300 (calls will cost 12p per minute plus network charges)
Email: enquiries@linkgroup.co.uk Website: www.linkassetservices.com
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Company website www.premiermiton.com/micro
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Auditor Ernst & Young LLP 25 Churchill Place Canary Wharf London E14 5EY
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Company Administrator Link Alternative Fund Administrators Limited Beaufort House 51 New North Road Exeter EX4 4EP
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Solicitor Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH
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Depositary and Custodian The Bank of New York Mellon (International) Limited 1 Canada Square London E14 5AL |
Stockbroker Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET |
DIRECTORS AND SECRETARY
Directors (all non-executive) Andy Pomfret, Chairman Peter Dicks Jan Etherden Ashe Windham, CVO |
Company Secretary and Registered Office Link Company Matters Limited Beaufort House 51 New North Road Exeter EX4 4EP
Telephone: 01392 477500
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An investment company as defined under Section 833 of the Companies Act 2006.
Registered in England No. 09511015.
A member of the Association of Investment Companies.
The Half Year Report will be posted to shareholders shortly. The Report will also be available for download from the following website: www.premiermiton.com/micro or on request from the Company Secretary.
National Storage Mechanism
A copy of the Half Year Report will be submitted to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: www.morningstar.co.uk/uk/nsm.
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.
DEBT FACILITY AMENDMENT
The Company today announces that it has completed an amendment to its existing undrawn loan facility. The amount available for drawdown has been reduced from £7.5 million to £5.0 million as the Company does not currently require the amount previously made available. As a result, the commitment fee payable by the Company will go down. The loan, which is from the Royal Bank of Scotland International Limited, has been in place since February 2018.
The Company may deploy borrowing to enhance long-term capital growth. In the event that the Company resolves to draw down under this as yet unused facility, any borrowing will be carried out in accordance with the Company's borrowing policy, which restricts gearing to 15 per cent. of the Company's net asset value at the time of drawdown.
LEI: 21380048Q8UABVMAG916
Enquiries:
Miton UK MicroCap Trust plc |
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Gervais Williams Martin Turner |
Tel: 020 3714 1500 |
Peel Hunt LLP |
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Luke Simpson |
Tel: 020 7418 8900 |