MURRAY INCOME TRUST PLC
Legal Entity Identifier (LEI): 549300IRNFGVQIQHUI13
FINANCIAL HIGHLIGHTS
Net asset value total return{A} |
+7.9% |
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Share price total return{A} |
+13.2% |
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2018 |
+3.9%
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2018 |
+3.3% |
Benchmark total return{B} |
+0.6% |
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Ongoing charges{A} |
0.65% |
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2018 |
+9.0% |
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2018 |
0.69%
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Earnings per share (revenue) |
34.9p |
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Dividend per share |
34.00p |
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2018 |
33.6p |
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2018 |
33.25p
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Discount to net asset value{A} |
-4.3% |
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Dividend yield{A} 4.0% |
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2018 |
-8.4% |
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2018 |
4.2% |
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{A} Considered to be an Alternative Performance Measure. |
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{B} The Company's benchmark is the FTSE All-Share Index. |
FINANCIAL CALENDAR
26 September 2019 |
Ex-dividend date of proposed final dividend for year ended 30 June 2019 |
27 September 2019 |
Record date of proposed final dividend for year ended 30 June 2019 |
5 November 2019 |
Annual General Meeting, London (12.30pm) |
8 November 2019 |
Payment date of proposed final dividend for year ended 30 June 2019 |
December 2019, March, June and September 2020 |
Payment dates for four proposed interim dividends for year to 30 June 2020 |
February 2020 |
Half-Yearly Report published for 6 months to 31 December 2019 |
September 2020 |
Annual Report published for year to 30 June 2020 |
CHAIRMAN'S STATEMENT
Highlights
- Total dividends per share increased 2.3% to 34.00p, the 46th year of consecutive increase
- Dividend yield of 4.0% {A}
- Share Price Total Return +13.2% {B} and Net Asset Value Total Return +7.9% {B} both well ahead of FTSE All-Share Index Total Return +0.6% {B}
- Discount narrowed from 8.4% to 4.3% over the year
{A} Full year dividend per share divided by 30 June 2019 share price
{B} 1 July 2018 to 30 June 2019
Review of the Year
Previously noted as a return to form by our Manager, this has blossomed into a very strong year for the Company. Our objective is to deliver a high and growing income combined with capital growth from a portfolio predominantly of UK equities. We have achieved all of these in the year ended 30 June 2019.
Net Asset Value ("NAV") per share grew by 7.9% over the year, well ahead of the benchmark index (FTSE All-Share) return of 0.6%, both expressed on a total return basis. The outperformance came mainly from UK stock selection with smaller positive contributions from sector allocation and overseas holdings. With the discount of share price to NAV narrowing from 8.4% to 4.3% over the year, the share price total return was even higher at 13.2%. Performance is explained in more detail in the Investment Manager's Report but I would highlight two contributing factors here. The Manager's relentless focus on quality has helped navigate successfully through some very uncertain times and a quicker reaction speed has helped to avoid any major mistakes in the past year.
The Board is recommending a final dividend per share of 10.00p (2018 - 9.25p), which makes a total for the year of 34.00p, an increase of 2.3% on the 33.25p per share paid in the previous year. If approved by shareholders at the AGM, this will represent 46 consecutive years of dividend growth maintaining our place on the AIC's list of 'Dividend Heroes', the investment trusts that have successfully increased their dividend each year for at least 20 years. It will also mean that our dividend growth over 10 years is ahead of UK inflation as measured by the Consumer Prices Index. We are also able this year to add £647,000 to our dividend reserves, which now total 37.8p per share and represent 111% of the full year 34.00p dividend.
The people and process behind the Company are unchanged over the year. Charles Luke has been our lead manager since 2005 and is supported by Iain Pyle as his Deputy. They form part of the five-strong UK Equity Income Team at Aberdeen Standard Investments which in turn is part of the sixteen-strong UK team headed by Andrew Millington. That there have been no changes to the wider team is testament to a successful merger between Aberdeen Asset Management PLC and Standard Life plc from our point of view.
Environmental, Social and Governance ("ESG") is one of the key components of the Manager's investment philosophy as it seeks to mitigate risk and enhance returns. The Company benefits from the significant amount of time and resource that the Manager dedicates to focusing on the ESG characteristics of the companies in which they invest. ESG considerations are deeply embedded in the company analysis carried out by the Manager who is also able to draw on the expertise of more than 30 in-house ESG specialists. This results in frequent dialogue with investee companies and helps to ensure that the companies in the portfolio are acting in the best long term interests of their shareholders and society at large. The Company has been awarded a Morningstar Sustainability Rating of four out of five.
Frequency of Dividend Payments
The Board is proposing to introduce a dividend policy which would allow the Company to pay four interim dividends for the years ending on and after 30 June 2020, in place of the current pattern of three interim dividends and a final dividend. A final dividend can only be paid after approval by the shareholders at each AGM, which means that there is a five-month delay in our case between the Company's financial year end the payment of a final dividend. Introducing a fourth interim dividend instead will enable the Company to pay out earned income earlier and also allow us to pay the four dividends at regular three-monthly intervals. Shareholders are asked to approve this revised dividend policy at this year's AGM and I hope you will support Resolution 4. If passed, the Company, subject to market conditions, targets paying three interim dividends in the forthcoming year in December, March and June followed in September by a fourth interim dividend to be determined at the end of the Company's financial year. This compares to dividend pay-dates of January, March, June and November for the previous year.
Share Capital
The Company bought back into treasury 561,900 shares during the year, representing 0.8% of the shares outstanding at the start of the year, excluding treasury shares. No shares have been bought back, or reissued from treasury, since October 2018.
Ongoing Charges
The figure for ongoing charges represents the total charges to shareholders for managing and administering the Company. The management fee payable to Aberdeen Standard Investments for its management of the investment portfolio is the largest component of this. Since 1 January 2018, the management fee has been calculated on net assets as follows: at 0.55% up to £350m, 0.45% between £350m and £450m and 0.25% over £450m. Based on the Company's NAV of £587.2m at 30 June 2019, our blended management fee is therefore 0.46%.
In addition to the management fee, there is an annual marketing fee of £349,050, a secretarial fee of £90,000 and various smaller charges as shown in note 5 to the financial statements. The total ongoing charges figure aggregates all charges and as a percentage of NAV fell from 0.69% in the year ended June 2018 to 0.65% in the year ended 30 June 2019. There is one further cost to shareholders on top of the ongoing charges figure which is the transaction costs of changes in the investment portfolio. Because of the low portfolio turnover stemming from the Manager's long-term investment process, total transaction costs amounted to only 0.12% of NAV for this financial year.
Gearing
The Company has £60m of short and long-term borrowings split between £40m of 10-year loan notes with an annual coupon of 2.51% expiring in 2027 issued to Pricoa and a £20m multi-currency three-year bank borrowing facility from Scotiabank, committed until November 2020.
Board
Merryn Somerset Webb was appointed as a Director of the Company on 7 August 2019. Merryn is the Editor-in-Chief of UK personal finance magazine MoneyWeek and comments regularly on financial matters across radio and television. She brings a wealth of investment trust experience as well as a particular knowledge of, and interest in, developing the links between investment trusts and their current and potential retail investor base.
Merryn will stand for formal election as a Director of the Company at the AGM and I encourage shareholders to vote in favour of the resolution to elect her. She replaces David Woods who retired after last year's AGM having completed his nine-year term of service.
Annual General Meeting
The Annual General Meeting will be held at 12.30pm on Tuesday 5 November 2019 at The Leonardo Royal Hotel St Paul's, 10 Godliman Street, London EC4V 5AJ. One of the advantages of investing via investment trusts is that all shareholders have the opportunity to meet their Manager and the Directors at the AGM. This year's meeting will commence with a presentation on the Company and market outlook from our Manager, Charles Luke. There will then be the formal part of the meeting where shareholders get to vote on and ask questions about the AGM resolutions. After this will be a buffet lunch over which shareholders can ask further questions informally to the Manager and Directors. Shareholders may bring a guest with them to the meeting and lunch.
Action to be Taken:
If you wish to attend and are unsure how to register, please email murray.income@aberdeenstandard.com.
Shareholders will find enclosed with this Annual Report an Invitation Card and Form of Proxy for use in relation to the AGM. Whether or not you propose to attend the AGM, you are encouraged to complete the Form of Proxy in accordance with the instructions printed on it and return it in the prepaid envelope as soon as possible but in any event so as to be received no later than 12.30pm on 1 November 2019. Completion of a Form of Proxy does not prevent you from attending and voting in person at the AGM if you wish to do so.
If you hold your shares in the Company via a share plan or a platform and would like to attend and/or vote at the AGM, then you will need to make arrangements with the administrator of your share plan or platform. For this purpose, investors that hold their shares in the Company via the Aberdeen Standard Investments Plan for Children, the Aberdeen Standard Investments Trust Share Plan and/or the Aberdeen Standard Investments Trust ISA will find a Letter of Direction and Invitation Card enclosed. Shareholders are encouraged to complete and return both the Letter of Direction and Invitation Card in accordance with the instructions printed thereon.
Further details on how to Attend and Vote at Company Meetings for holders of shares via share plans and platforms can be found in the enclosed letter or at www.theaic.co.uk/aic/shareholder-voting-consumer-platforms.
Auditor
New EU regulations on compulsory auditor rotation mean that Ernst & Young LLP, the Company's auditor, is stepping down to be replaced, following an audit tender, by PricewaterhouseCoopers. Ernst & Young LLP (and its predecessor firms) has audited the Company since its incorporation in 1923 and I should like to record our thanks for its service to the Company over this period.
Electronic Communications
The Board is proposing to take advantage of the ability, under the Company's Articles of Association, to communicate electronically with shareholders as well as making documents available on its website instead of sending out paper versions. Increased use of electronic communications will deliver savings to the Company in terms of administration, printing and postage costs, as well as accelerating the provision of information to shareholders. The reduced use of paper will also bring environmental benefits. The Company will therefore be writing to you in early 2020 seeking your consent to communicate with you electronically noting that shareholders will be provided with regular opportunities to request a paper version of all regular communications.
Update
After markets were strong in July but weak in August, as at the close of business on 31 August 2019, the NAV per share was 883.19p (including income) and the share price was 832.00p equating to a discount of 5.8% per Ordinary share. Performance of the Company from 30 June 2019 to 31 August 2019 was ahead of the benchmark with an NAV total return of -0.56% as compared to the FTSE All-Share Index total return of -1.63%.
Outlook
The wall of worry seems as high as ever. Brexit is dominating the UK headlines at the moment but is by no means the only political and economic concern. Even if we knew their resolution, what happens afterwards is still highly uncertain. At times like these it usually pays to focus your attention on where you have an information advantage. For our Manager that is in the search for quality companies to include in our portfolio. Quality as an investment style has started to outperform which will help performance if it continues. Meanwhile Charles Luke and Iain Pyle have positioned the portfolio to be both better diversified in terms of sources of income and with better potential for dividend growth. We have had a strong year. Our job now is to do it again.
Neil Rogan
Chairman
18 September 2019
STRATEGIC REPORT - OVERVIEW OF STRATEGY
Murray Income Trust PLC (the "Company") is an investment trust whose Ordinary shares are listed on the premium segment of the London Stock Exchange.
Business Model
The Company is governed by a Board of Directors (the "Board"), all of whom are non-executive, and has no employees. The Board is responsible for determining the Company's investment objective and investment policy. Like other investment companies, the day-to-day investment management and administration of the Company is outsourced by the Board to an investment management group, the Standard Life Aberdeen Group, and other third party providers. The Company has appointed Aberdeen Standard Fund Managers Limited ("ASFML", the "Manager", or "AIFM") as its alternative investment fund manager, which has in turn delegated certain responsibilities, including investment management, to Aberdeen Asset Management Limited ("AAML" or the "Investment Manager"). The Company complies with the investment policy test in Section 1158 of the Corporation Tax Act 2010 which permits the Company to operate as an investment trust.
Investment Objective
The Company aims for a high and growing income combined with capital growth through investment in a portfolio principally of UK equities.
Investment Policy
In pursuit of the Company's investment objective, the Company's investment policy is to invest in the shares of companies that have potential for real earnings and dividend growth, while at the same time providing an above-average portfolio yield. The emphasis is on the management of risk and on the absolute return from the portfolio, which is achieved by ensuring an appropriate diversification of stocks and sectors, with a high proportion of assets in strong, well-researched companies. The Company makes use of borrowing facilities to enhance shareholder returns when appropriate.
The Board is clarifying the investment policy as follows, with the changes indicated in italics -
"In pursuit of the Company's investment objective, the Company's investment policy is to invest in the shares of companies that have potential for real earnings and dividend growth, while at the same time providing an above-average portfolio yield. The emphasis is on the management of risk and on the absolute return and yield from the portfolio as a whole rather than the individual companies which the Company invests in, which is achieved by ensuring an appropriate diversification of stocks and sectors within the portfolio, with a high proportion of assets in strong, well-researched companies. The Company makes use of borrowing facilities to enhance shareholder returns when appropriate."
Delivering the Investment Policy
The Company maintains a diversified portfolio of the equity securities of UK and overseas companies with an emphasis on investing in quality companies with good management, strong cash flow, a sound balance sheet and which are generating a reliable earnings stream.
The Investment Manager follows a bottom-up investment process based on a disciplined evaluation of companies through direct visits by its fund managers. Stock selection is the major source of added value, concentrating on quality first, then price. Top-down investment factors are secondary in the Investment Manager's portfolio construction with diversification rather than formal controls guiding stock and sector weights.
Investment Limits
The Board sets investment guidelines within which the Investment Manager must operate. The portfolio typically comprises between 30 and 70 holdings (but without restricting the Company from holding a more or less concentrated portfolio from time to time). The Company may invest up to 100% of its gross assets in UK-listed equities and other securities and is permitted to invest up to 20% of its gross assets in other overseas-listed equities and securities. The Investment Manager may invest in any market sector, however, the top five holdings may not exceed 40% of the total value of the portfolio and the top three sectors represented in the portfolio may not exceed 50%. The Company may invest no more than 15% of its gross assets in other listed investment companies (including investment trusts).
The Company may use derivatives for the purpose of enhancing portfolio returns and for hedging purposes in a manner consistent with the Company's broader investment policy. The Investment Manager is permitted to invest in options and in structured products, provided that any structured product issued in the form of a note or bond has a minimum credit rating of "A".
Gearing
The Board is responsible for setting the gearing policy of the Company and for the limits on gearing. The Manager is responsible for gearing within the limits set by the Board. The Board has set its gearing limit at a maximum of 25% of NAV at the time of draw down. Gearing - borrowing money - is used selectively to leverage the Company's portfolio in order to enhance returns where this is considered appropriate. Particular care is taken to ensure that any financial covenants permit maximum flexibility of investment policy. Significant changes to gearing levels are communicated to shareholders.
Principal Risks and Uncertainties
There are a number of principal risks and uncertainties which, if realised, could have a material adverse effect on the Company's business model, future performance, solvency and liquidity. The Board, through the Audit Committee, has put in place a robust process to identify, assess and monitor the principal risks and uncertainties. As part of this, the Committee uses a Risk Control Self-Assessment and Risk Heat Map to identify the Company's principal risks and uncertainties. These, together with potential effects, controls and mitigating factors, are summarised below.
In carrying out the assessment, the Board considered the market uncertainty arising from the impact of the UK leaving the EU ("Brexit"), scheduled for 31 October 2019 at the time of writing. Overall, the Board does not expect the Company's business model, over the longer term, to be materially affected by Brexit.
Principal Risk and Uncertainty |
Mitigating Action |
STRATEGIC |
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Discount control risk Investment trust shares tend to trade at discounts to their underlying NAVs, although they can also trade at premium. Discounts and premiums can fluctuate considerably leading to more volatile returns for shareholders.
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The Board monitors the discount at which the Company's shares trade and will buy back or issue shares to try to minimise the impact of any discount or premium volatility. Whilst these measures seek to reduce volatility, they cannot guarantee to do this. |
Gearing risk The Company uses credit facilities. These arrangements increase the funds available for investment. While this has the potential to enhance investment returns in rising markets, in falling markets the impact could be detrimental.
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Gearing is monitored and strict restrictions on borrowings are imposed: gearing continues to operate within pre-agreed limits so as not to exceed 25% of NAV at the time of draw down. |
MARKET |
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Market risk Market risk arises from the volatility in prices of the Company's investments and the potential loss the Company could suffer through realising investments following negative market movements.
Changes in general economic and market conditions, such as interest rates, exchange rates and rates of inflation, as well as political events and trends (including Brexit or a perception of greater global trade dislocation) could substantially and adversely affect the prices of securities and, as a consequence, the Company's prospects and share price.
The risk from Brexit is currently considered to be elevated due to continuing uncertainty about the political and regulatory outlook. In absolute terms, there is a risk of volatile markets post Brexit impacting the valuation of the portfolio even if the portfolio outperforms the market.
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The Company's investment policy and risk diversification may be found above. The Board considers the diversification of the portfolio, asset allocation, stock selection and levels of gearing on a regular basis. The Board also monitors the Company's relative performance to peers and the Company's benchmark.
It is not possible to predict fully the impact that Brexit would have on the Company as regards stockmarkets and exchange rate risks, however, the Board and Manager continue to monitor external events to try to ensure that the Company is prepared for any aftermath of a deal not being reached between the UK and European Union. |
INVESTMENT MANAGEMENT |
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Investment management risk The Company relies on the Manager, to whom responsibility for the management of the Company has been delegated under a management agreement.
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The Board has set investment limits and guidelines. The Board reviews the compliance with these limits.
The Company reviews the performance of the Manager informally at each Board meeting and a formal annual review is undertaken by the Management Engagement Committee. |
Dividend risk There is a risk that the Company fails to generate sufficient income from its investment portfolio to meet the Company's dividend requirements.
A cut in the dividend of the Company would likely cause a drop in the share price and would end the Company's "Dividend Hero" status.
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The Board reviews monthly detailed estimates of revenue income and expenditure prepared by the Manager and, if required, challenges the Manager as to the underlying assumptions made in individual securities' earnings and the Company's expenditure.
The Company's level of revenue reserves is monitored and can be added to in years of surplus, or used to support the dividend in years where there is a revenue deficit.
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REGULATORY |
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Regulatory risk, including change of existing rules and regulation The Company is required to comply with relevant rules and regulations. Failure to do so could result in loss of investment trust status, fines, suspension of the Company's shares, criminal proceedings or financial or reputational damage.
This risk would be exacerbated by inadequate resources or insufficient training within the Company's third party providers to properly manage compliance with current and future requirements.
The Company's business model could become non-viable as a result of new or revised rules or regulations arising from, for example, policy change or financial monitoring pressure.
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The Manager provides investment, company secretarial, administration and accounting services through qualified third party professional providers. The Board receives regular reports from them in respect of their compliance with all applicable rules and regulations.
The Board receives regular reports from its broker, depositary, registrars and Manager as well as the industry trade body (the Association of Investment Companies) on changes to regulations which could impact the Company and its industry. The Company monitors events and relies on the Manager and its other key third party providers to manage this risk by preparing for any changes, adverse or otherwise.
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OPERATIONAL |
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Service provider risk In common with most other investment trust companies, the Company relies on the services provided by third parties and is dependent on the control systems of the Manager (who acts as investment manager, company secretary and maintains the Company's assets, dealing procedures and accounting records); BNP Paribas Securities Services (who acts as Depositary and Custodian); and the registrars. The security of the Company's assets, dealing procedures, accounting records and adherence to regulatory and legal requirements depend on the effective operation of the systems of these third party service providers.
Failure by any service provider to carry out its obligations could have a material adverse effect on the Company's performance. Disruption, including that caused by information technology ("IT") breakdown or other cyber-related issue, could prevent the functioning of the Company or the accurate reporting and monitoring of the Company's financial position. |
Contracts with third party providers are entered into after appropriate due diligence. Thereafter the performance of each provider is subject to an annual review by the Audit Committee. The Depositary reports to the Audit Committee at least annually, including on the Company's compliance with AIFMD. The Manager also regularly reviews the performance of the Depositary.
Global assurance reports are obtained from the Manager, BNP Paribas Securities Services and the registrars. These are reviewed by the Audit Committee. The reports include an independent assessment of the effectiveness of risks and internal controls at the service providers including their planning for business continuity and disaster recovery scenarios, together with their policies and procedures designed to address the risks posed to the Company's operations by cyber-crime. The Audit Committee receives an update on the Manager's IT resilience.
The Company's assets are subject to a strict liability regime and, in the event of a loss of assets, the Depositary must return assets of an identical type or the corresponding amount, unless able to demonstrate the loss was a result of an event beyond its reasonable control. |
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The following are other risks identified by the Board which could have a major impact on the Company, but due to mitigation are not deemed to be principal risks.
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Other Risks |
Mitigating Action |
Financial risk The Company's investment activities expose it to a variety of financial risks which include market risk (covering interest rate, foreign currency and other price risk), liquidity risk and credit risk (including counterparty risk).
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Details of these risks are disclosed in note 17 together with the policies and procedures for mitigating and monitoring these risks. |
Emerging risk Failure to have in place procedures that assist in identifying emerging risks. This may cause reactive actions rather than being pro-active and, in the worst case, could cause the Company to become unviable or otherwise fail. |
The Board regularly reviews all risks to the Company, including emerging risks, which are identified by a variety of means, including advice from the Company's professional advisors, the AIC, and Directors' knowledge of markets, changes and events. |
The principal risks associated with an investment in the Company's shares are also published monthly in the Company's factsheet or they can be found in the pre-investment disclosure document ("PIDD") published by the AIFM, both of which are available from the Company's website: murray-income.co.uk.
Viability Statement
The Company does not have a fixed period strategic plan but the Board does formally consider risks and strategy on at least an annual basis. The Board regards the Company, with no fixed life, as a long term investment vehicle, but for the purposes of this viability statement has decided that a period of five years (the "Review Period") is an appropriate timeframe over which to report. The Board considers that this Review Period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than five years.
In assessing the viability of the Company over the Review Period the Directors have focused upon the following factors:
- the Company's principal risks and uncertainties as set out in the Strategic Report;
- the relevance of the Company's investment objective, particularly in light of the present lower yield environment;
- the demand for the Company's shares indicated by the level of premium and/or discount;
- the level of income generated by the Company's portfolio as compared to its expenses;
- the overall liquidity of the Company's investment portfolio;
- the likelihood of the Company being able to continue to meet the covenants under its current borrowing arrangements, and the covenants attaching to any replacement borrowing arrangements, over the next five years;
- the £40m senior loan notes, which are repayable in November 2027; and
- any requirement for the Company to repay or refinance the drawn-down element of its £20 million bank loan facility prior to, or at, its maturity in November 2020.
In addition, the Board has considered that significant economic or stock market volatility, or further regulatory uncertainty, could have an impact on its assessment of the Company's prospects and viability in the future.
Accordingly, taking into account the Company's current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of five years from the date of this Report.
Performance, Financial Position and Outlook
A review of the Company's activities and performance during the year ended 30 June 2019, including future developments, is set out in the Chairman's Statement and in the Investment Manager's Report. These cover market background, investment activity, portfolio strategy, dividend policy, gearing and investment outlook. A comprehensive analysis of the portfolio is provided below while the full portfolio of investments is published monthly on the Company's website. The Company's Statement of Financial Position shows the assets and liabilities at the year end. Borrowing facilities at the year end comprised a mix of fixed and floating debt: a three year £20 million bank loan and the £40 million of 10 year senior loan notes. Details of these are shown in notes 12 and 13 respectively. The future strategic direction and development of the Company is regularly discussed as part of Board meeting agendas. The Board also considers the Manager's promotional strategy for the Company, including effective communications with shareholders.
Key Performance Indicators
At each Board meeting, the Directors consider a number of Key Performance Indicators ("KPIs") to assess the Company's success in achieving its objectives, and these are described below:
KPI |
Description |
NAV (total return) relative to the Company's benchmark
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The Board considers the Company's NAV (total return), relative to the FTSE All-Share Index, to be the best indicator of performance over different time periods. A graph showing NAV total return performance against the FTSE All-Share Index over the past five years is shown in the published Annual Report.
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Share price (total return) |
The figures for share price (total return) for this year and for the past three, five and ten years, as well as for the NAV (total return) per share, are shown in Results. A graph showing share price total return performance against the FTSE All-Share Index over the past five years is shown in the published Annual Report. The Board also monitors share price performance relative to open-ended and closed-ended competitor products, taking account of differing investment objectives and policies pursued by those products.
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Discount/premium to NAV |
The discount/premium at which the Company's share price trades relative to the NAV per share is closely monitored by the Board. A graph showing the discount/premium over the last five years is shown in the published Annual Report.
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Earnings and dividends per share
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The Board aims to meet the 'high and growing' element of the Company's investment objective by developing revenue reserves sufficient to support the payment of a growing dividend; figures may be found in Results in respect of earnings and dividends per share, together with the level of revenue reserves, for the current year and previous year.
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Ongoing charges |
The Board regularly monitors the Company's operating costs and their composition with a view to limiting increases wherever possible. Ongoing charges for this year and the previous year are disclosed in Results. |
Environmental, Social and Human Rights Issues
The Company has no employees and, accordingly, there are no disclosures to be made in respect of employees. The Company's environmental, social and governance policy is outlined in the Directors' Report. Due to the nature of the Company's business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement.
Board Diversity
The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits, and is supportive, of the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors. The Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment and therefore the Company does not consider it appropriate to set diversity targets. At 30 June 2019, there were three male Directors and two female Directors with a further female Director appointed on 7 August 2019.
Duration
The Company does not have a fixed life.
Neil Rogan
Chairman
18 September 2019
STRATEGIC REPORT - INVESTMENT MANAGER'S REPORT
Background
The UK equity market finished the year to the end of June 2019 very marginally higher, following the good performance of the prior year to June 2018. The FTSE All-Share Index increased by 0.6% on a total return basis (that is with dividends reinvested) with the limited progress framed by periods of substantial volatility. From the start of the financial year until the end of December the market fell by 11%. Worries around the impact of trade wars and protectionism, political concerns regarding Brexit and Italy coupled with rising bond yields at the start of the period and the prospect of a US recession by the end of the period, unnerved investors. However, investor confidence improved in the second half of the year as the prospect of easier monetary policy in the United States and Europe increased despite continued uncertainty around Brexit and the trade dispute between the United States and China.
The domestic economy demonstrated a mixed performance during the period. GDP growth has been volatile driven by the vicissitudes of potential Brexit outcomes. GDP growth in the third quarter of 2018 reached 0.7% helped by the warm weather and the 2018 FIFA World Cup, and the first quarter of calendar 2019 benefited from stock piling ahead of the first proposed date of withdrawal from the European Union as the economy grew at 0.5% quarter-on-quarter. However, as uncertainty has subsequently increased the UK's Purchasing Managers' Index ("PMI") survey has suggested a contraction in the manufacturing sector and the Services PMI has pointed to sluggish domestic economic conditions. Businesses have been reticent to invest given the elevated level of uncertainty but the corollary of this may be the strength of the labour market (with the unemployment rate reaching 3.8%, the lowest level since 1974) as companies replace large capital spending by hiring more flexible employees. With inflation peaking at 2.8% in August 2018 and declining to 2.0% at the end of the period (mostly reflecting falls in energy prices), household real income growth has picked up. However, for the Monetary Policy Committee, who raised rates by 0.25% at the start of the period, Brexit concerns have stymied further rate rises despite very low nominal interest rates.
Overseas, trends in the global economy weakened over the period reflecting concerns around trade tensions. By the end of the period the JP Morgan Global Manufacturing PMI had fallen to its lowest level since October 2012. Global growth for 2019 is forecast by the IMF to be 3.2%, a slowdown from the 3.8% and 3.6% registered in 2017 and 2018 respectively. In the Eurozone, growth was generally subpar impacted by trade concerns and prompting the European Central Bank to prepare for a second wave of quantitative easing at the end of the period. In the United States, although growth at the start of the period was robust and witnessed the Federal Reserve increasing rates, a gradual slowdown throughout the remainder of the year as the trade dispute with China worsened and the stimulus from tax cuts faded suggests that the next move in interest rates will be down. The picture across emerging markets, including China, is similar, with softer activity broadly prompted by headwinds from the trade conflict.
Company Performance
The Company generated a positive net asset value per share total return of 7.9% in the year to 30 June 2019, compared to a rise in the benchmark FTSE All-Share Index of 0.6%. Outperformance was evenly weighted during both halves of the year as stock selection proved to be strong in an environment where the market's focus on quality companies provided a helpful tailwind.
On a total return basis, the Company's share price rose by 13.2%, which reflected a narrowing of the discount to Net Asset Value at which the shares traded compared to the previous year end. During the period, the Company bought back 561,900 shares to be held in Treasury. On a gross assets basis, the equity portfolio outperformed the benchmark by 7.3%. Gearing increased returns by 0.4%. The Company maintained the level of debt at a steady rate of around £46m for most of the period. This is a combination of £40m of Senior Loan Notes at a coupon of 2.51% and £6.6 million drawn down from an unsecured multi-currency revolving credit loan facility agreement with Scotia Bank Europe PLC. The Senior Loan Notes are denominated in sterling, however, the bank debt has been drawn down in a mixture of US dollars, euros and Swiss francs broadly matching the mix of non-UK-listed portfolio holdings.
For the third year in a row one of the poorest performing areas of the market was the telecoms sector. This was principally due to the disappointing performance of Vodafone which suffered from increased competition in Spain and Italy, together with higher spectrum costs which pressured the company's balance sheet and culminated in the re-basing downwards of its dividend. The tobacco sector also continued to perform poorly, a function of concerns around increasing regulation, high debt burdens and the impact of next generation products.
By contrast, the technology sector performed very strongly as investors sought to invest in growth companies and the beverages sector, due to Diageo, which performed well operationally and benefited from weaker sterling.
Performance Attribution for the year ended 30 June 2019
|
% |
Net Asset Value total return for year per Ordinary share |
7.9 |
FTSE All Share Index total return |
0.6 |
Relative return |
7.3 |
|
|
Relative return |
% |
Stock selection (equities) |
|
Oil & Gas |
- |
Basic Materials |
1.1 |
Industrials |
0.3 |
Consumer Goods |
0.7 |
Health Care |
0.5 |
Consumer Services |
0.5 |
Telecommunications |
0.5 |
Utilities |
0.2 |
Technology |
0.8 |
Financials |
1.6 |
Total stock selection (equities) |
6.2 |
Asset allocation (equities) |
|
Oil & Gas |
- |
Basic Materials |
-0.2 |
Industrials |
0.1 |
Consumer Goods |
0.1 |
Health Care |
0.3 |
Consumer Services |
0.2 |
Telecommunications |
-0.1 |
Utilities |
0.1 |
Technology |
0.9 |
Financials |
-0.1 |
Total asset allocation (equities) |
1.3 |
Gearing effect |
0.4 |
Administrative expenses |
-0.2 |
Management fees |
-0.5 |
Tax charge |
-0.1 |
Share buybacks |
0.1 |
Residual effect |
0.1 |
Total |
7.3 |
Sources : Aberdeen Standard Investments and BNP Securities Services |
Notes: Stock Selection - measures the effect of equity selection relative to the benchmark. Asset Allocation - measures the impact of over or underweighting each industry basket in the equity portfolio, relative to the benchmark weights. Gearing effect - measures the impact on relative returns of net borrowings. Administrative expenses, Management fees and Tax charge - these reduce total assets and therefore reduce performance. Share buybacks - this measures the enhancement to net asset value of buying shares at a discount to the net asset value per Ordinary share. Residual effect - this arises as a result of the different methodologies of calculating performance between the NAV total return, the benchmark provider Lipper and the performance attribution system.
From a size perspective, the FTSE 100 Index outperformed both the Mid 250 and Small Cap Index given its greater exposure to overseas revenues during a period of sterling weakness. The FTSE 350 High Yield Index underperformed the FTSE 350 Low Yield index during the period.
Looking specifically at the Company's portfolio, stock selection and asset allocation were both positive, the former in particular. Stock selection was positive in all sectors (especially Basic Materials, Technology and Financials). Asset Allocation was most beneficial in Technology and marginally negative in Basic Materials, Telecommunications and Financials.
Turning to the individual holdings, there were a number of companies that demonstrated substantial share price increases. Aveva's share price performed strongly following the smooth integration with Schneider Electric's software business coupled with earnings upgrades. Strong demand for its cloud products helped Microsoft to perform well. Roche also performed well as its new products outperformed expectations leading to forecast upgrades.
On the other hand, there were a number of disappointments. The most significant of these was Saga which issued a profit warning as it had lost market share by unsuccessfully competing on price with undifferentiated products in a very competitive insurance market. XP Power also performed poorly given concerns around trade tensions and its reliance on the semiconductor cycle.
Portfolio Activity and Structure
Turnover of 20% was marginally lower than the prior year. Where possible we sought to further improve the quality of the portfolio, maintain the focus on capital and dividend growth, and diversify the income and capital exposure. During the period, we were able to take advantage of attractive valuations of a number of high quality companies predominantly focused on the UK as well as several companies where we believe that the quality characteristics are underappreciated by the market.
We introduced 11 new holdings during the year of which seven were mid or small cap companies. The first of these was Ashmore, a mid cap emerging markets fixed income focused investment management company. The company operates in an attractive niche with a strong culture and is less susceptible to the growth of passive funds. We purchased a holding in WH Smith, the mid cap retail company. Although well-known for its stores on UK high streets, the company has exciting growth prospects in travel retail around the world. We introduced Inchcape, a mid cap car distributor, to the portfolio. We believe the quality of the business is underappreciated by the market with exposure to emerging markets offering attractive growth opportunities which can be supplemented by mergers & acquisitions activity. We also purchased a holding in Countryside Properties, a mid cap housebuilder with an interesting partnership business model which teams up with local authorities to regenerate areas through social housing. We think the value of this business is underappreciated given its high returns and good earnings visibility. Marshalls is a mid cap building materials and paving company which has a strong market position aided by its national footprint, an experienced management team and a robust balance sheet. Howden Joinery, the mid cap kitchen manufacturer and distributor, also has a leading market position and benefits from its vertical integration and client-centric depot model which allows close customer relationships. We also bought a modest holding in Sirius Real Estate, a small cap property company focused on the German real estate market. The company purchases underinvested assets and through a process of refurbishment increases rents and occupancy levels.
There were four large cap company introductions. The first of these was Smith & Nephew, the medical devices company which under the stewardship of its relatively new Chief Executive, has enhanced its operating structure which we believe will lead to an improvement in performance. We purchased a holding in St James's Place, the wealth manager. Demand for the company's wealth management services is likely to increase over time with its partnership model bringing a competitive advantage in terms of close customer relationships. London Stock Exchange offers attractive structural growth given increased regulation together with an increasing requirement for index data. Finally, we purchased a holding in SSE, the utility company, as we believe the long term attractions of the company's network and renewable assets have been overlooked by the market. By aspiring to sell its gas production and end coal generation, the company is making a conscious effort to improve its environmental credentials.
Furthermore, we increased the exposure to a number of companies with attractive prospects including Experian, which is benefiting from the increased importance of data and analytics, Associated British Foods, given the development of its Primark business and a likely recovery in sugar prices, National Grid, which has attractive opportunities to grow in the United States, and GlaxoSmithKline, where we have become more positive on management's ability to improve the pharmaceutical business.
In contrast, we sold eight holdings. The position in Rotork was sold as we judged the valuation to have factored in the company's attractive quality characteristics. The holding in GIMA was sold given our concern that expectations for next generation tobacco products had not lived up to expectations and therefore market forecasts were too high. Manx Telecom was the subject of a takeover bid during the period and was sold as a consequence of this. The holding in Aberforth Smaller Companies Trust was sold given a desire to invest in a more focused manner in small and mid cap opportunities. Rolls Royce was sold following a recovery in the company's share price. Ultra Electronics was sold as we were concerned that the new Chief Executive would need to reset margins in order to drive growth. Following a profit warning, the holding in Saga was sold. Unfortunately we had misjudged the strength of the company's brand and its resonance with its customer base and also the impact of the highly competitive and commoditised nature of the UK insurance market. Finally, Schroders was sold given that industry dynamics have become less favourable, in particular the impact of passive funds and rising regulatory costs.
In addition, we reduced exposure to various companies that had performed well and were more expensive. These included Compass, Unilever, Microsoft and Hiscox.
Further to the trades outlined above, a number of call options were assigned in companies that had performed strongly, including Roche, Nestle, Rio Tinto and Aveva leading to a marginal reduction in the exposure to these names. Conversely, the assignment of put options led to a small increase in Standard Chartered. These assignments were part of our broader option writing programme which continued to provide the benefit of increasing and diversifying the income available to the Company. The income from writing options marginally increased in percentage terms accounting for 7.3% of total income compared to 6.8% of total income during the prior year. We continue to feel that the option writing strategy has been of benefit to the Company by increasing the level of income generated and providing a good discipline for optimising our exposure to individual holdings.
With our longer term investment horizon, we continue to put significant effort into engagement with the companies in the portfolio to ensure that they are run in shareholders' best interests. Examples of the subjects of our engagement during the year have included: issues such as board composition, diversity, experience and expertise; capital allocation and merger and acquisitions activity; risk management including issues such as cyber security, data protection and General Data Protection Regulation; dividend and balance sheet policies; remuneration; climate change and environmental issues; child labour; and accounting policies. These issues have been pursued through meetings with the executive management of the companies as well as the non-executives: particularly the chairs of the board, remuneration, and audit committees and other company representatives.
Our aspiration in terms of portfolio construction is simple: to invest in good quality companies with attractive growth prospects through a sensibly diversified portfolio with appealing dividend characteristics. The ability to invest up to 20% of gross assets overseas is helpful in achieving these aims and at the year end, the portfolio comprised 59 holdings with the overseas exposure representing 11.3% of gross assets.
Income
For the financial year ended 30 June 2019, the Company witnessed a small fall in the level of income generated overall. However, on a per share basis the revenue increased from 33.6p to 34.9p, due mostly to the change in the capitalised expenses policy. Income from investments reduced due to the lower Vodafone dividend and fewer holdings in a number of high yielding companies such as Vodafone, British American Tobacco, HSBC and Rio Tinto which were reduced during the year. The lower income from investments was partly offset by an increase in other income due to marginally higher option income and bank interest compared to the prior year.
Included in income from investments, were five special dividends (from InterContinental Hotels, Aberforth Smaller Companies, Croda, Bodycote and Marshalls), totaling £0.84m that were recognised as revenue items. We believe that this recognition is appropriate given that the return of cash was from a build-up of profits generated by ongoing operations rather than a sale of assets.
In addition, marginally higher interest costs were offset by the benefits of lower management fees, withholding taxes and promotional expenses. Revenue reserves now stand at £25.0m (prior to the payment of the final dividend).
Although the weakness of sterling has improved the dividend picture from a translational perspective in recent years, currency movements are notoriously difficult to predict and much hinges on the outcome of the proposed withdrawal from the European Union. Furthermore, average dividend pay-out ratios remain somewhat elevated compared to historic levels. Current consensus forecasts for the UK equity market as a whole suggest dividend growth for calendar years 2019 and 2020 of 4.5% and 3.4% respectively which would appear to be reasonable barring a significant appreciation of sterling or a period of very weak economic growth.
Outlook
Concerns about the impact on the global and domestic economy of the political and macroeconomic headwinds, namely, protectionism and Brexit, referred to in last year's outlook statement have largely materialised. Yet these issues still reside at the top of investors' list of worries. Global growth in 2019 is likely to dip to its lowest rate in a decade and 2020 is likely to be similarly subdued with weakness across most regions resulting in the strong likelihood of further monetary policy easing in the form of rate cuts and/or unconventional measures, and potentially fiscal easing in the form of higher government spending and/or tax cuts.
Although one can take some comfort that the UK market remains attractive relative to other regional equity markets, dividend yields are generous and global asset allocators are underweight UK equities, it is difficult to be confident about the shape of the outcome of Brexit or the US-Sino trade war.
However, we do have confidence that in the long run, a careful and measured approach to capital allocation that focuses on good quality companies with strong competitive positions and robust balance sheets under the stewardship of experienced management teams, while remaining disciplined about valuations, will stand the portfolio in good stead to overcome the challenges ahead.
Charles Luke
Iain Pyle
Aberdeen Asset Managers Limited
Investment Manager
18 September 2019
DIRECTORS' REPORT
Status
The Company, which was incorporated in 1923, is registered as a public limited company in Scotland under company number SC012725 and is an investment company within the meaning of Section 833 of the Companies Act 2006.
The Company has been accepted by HM Revenue & Customs as an investment trust subject to the Company continuing to meet the relevant eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999 for all financial years commencing on or after 1 July 2012. The Directors are of the opinion that the Company has conducted its affairs during the year ended 30 June 2019 so as to enable it to comply with the ongoing requirements for investment trust status.
The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for Individual Savings Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner.
Capital Structure
At 30 June 2019, the Company had 66,110,413 fully paid Ordinary shares of 25p each (2018 - 66,672,313 Ordinary shares) with voting rights in issue and an additional 2,483,045 (2018 - 1,921,145) shares in treasury. During the year ended 30 June 2019, 561,900 Ordinary shares, equivalent to 0.8% of the Company's issued share capital excluding treasury shares as at 30 June 2019, were bought back into treasury (2018 - 350,145).
Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares, excluding treasury shares, carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings. There are no restrictions on the transfer of Ordinary shares in the Company other than certain restrictions which may be applied from time to time by law (for example, insider trading law).
Results and Dividends
The financial statements for the year ended 30 June 2019 indicate a total gain attributable to equity shareholders for the year of £42,574,000 (2018 - £21,099,000).
The final dividend for the year ended 30 June 2018, of 9.25p per Ordinary share, was paid to shareholders on 8 November 2018. The first, second and third interim dividends, each of 8.0p per Ordinary share, for the year ended 30 June 2019, were paid to shareholders on 11 January 2019, 29 March 2019 and 28 June 2019, respectively.
The Directors now recommend a final dividend for the year ended 30 June 2019 of 10.00p per Ordinary share, payable to shareholders on 8 November 2019. The ex-dividend date is 26 September 2019 and the record date is 27 September 2019. A resolution in respect of the final dividend will be proposed, for shareholder approval, at the forthcoming Annual General Meeting.
Dividends have historically been paid by means of three interim dividends, normally in January, March and June, and a final dividend in November, after approval by shareholders at the AGM. The Board is recommending to shareholders an amended dividend policy whereby the Company will pay four interim dividends more evenly throughout the year, in December, March, June and September. Further information may be found in the section on the AGM.
Manager and Company Secretary
Aberdeen Standard Fund Managers Limited ("ASFML") has been appointed by the Company, under a management agreement ("MA"), to provide investment management, risk management, administration and company secretarial services as well as promotional activities. The Company's portfolio is managed by Aberdeen Asset Managers Limited ("AAML") by way of a group delegation agreement in place between ASFML and AAML. In addition, ASFML has sub-delegated promotional activities to AAML and administrative and secretarial services to Aberdeen Asset Management PLC.
From 1 January 2018, ASFML is entitled to a monthly fee of one-twelfth of: 0.55% per annum on the first £350 million of net assets, 0.45% per annum on net assets between £350 million and £450 million and 0.25% per annum on any net assets in excess of £450 million, and is otherwise calculated on the same basis as previously. The fees prior to 1 January 2018 are set out in note 4. The value of any investments in unit trusts, open ended and closed ended investment companies and investment trusts of which the Manager, or another company within the Standard Life Aberdeen Group, is the operator, manager or investment adviser, is deducted from net assets when calculating the fee.
A secretarial fee of £75,000 per annum (plus applicable VAT) is payable to Aberdeen Asset Management PLC, which is chargeable 100% to revenue. An annual fee equivalent to up to 0.05% of gross assets (calculated at 30 September each year) is paid to AAML to cover promotional activities undertaken on behalf of the Company.
The finance costs and investment management fees were charged 70% to capital and 30% to revenue with effect from 1 July 2018 (2018 - 50% capital:50% income). The charging allocation was amended in line with the Board's expectation of the split of future investment returns. In so changing, the Company moved to the most common allocation used in the AIC's UK Equity Income sector. The Directors consider that, while reducing, to an extent, the capital return, this change enhances net revenue and increases the net earnings available to pay out to shareholders. The Directors believe that shareholders have welcomed any increase in yield, albeit small.
The management, secretarial and promotional activity fees paid to Standard Life Aberdeen Group companies during the year ended 30 June 2019 are shown in notes 4 and 5 to the financial statements.
Directors
As at the date of this report, the Board consisted of a non-executive Chairman and five non-executive Directors. Neil Rogan, Jean Park, Donald Cameron and Peter Tait held office throughout the year ended 30 June 2019. Stephanie Eastment was appointed a Director on 2 August 2018 while David Woods resigned as a Director on 5 November 2018. On this date, Jean Park succeeded David Woods as Senior Independent Director while Stephanie Eastment succeeded Jean Park as Chairman of the Audit Committee. Subsequent to the year end, Merryn Somerset Webb was appointed a Director on 7 August 2019.
The Directors attended scheduled Board and Committee meetings during the year ended 30 June 2019 as follows (with their eligibility to attend the relevant meeting in brackets):
|
Scheduled Board Meetings (including strategy) |
|
|
Nomination and Remuneration Committee Meetings |
Neil Rogan |
7 (7) |
3 (3) |
1 (1) |
3 (3) |
Jean Park |
7 (7) |
3 (3) |
1 (1) |
3 (3) |
Stephanie Eastment |
7 (7) |
3 (3) |
1 (1) |
3 (3) |
Donald Cameron |
7 (7) |
3 (3) |
1 (1) |
3 (3) |
Peter Tait |
7 (7) |
3 (3) |
1 (1) |
3 (3) |
David Woods A |
3 (3) |
1 (1) |
1 (1) |
1 (1) |
Notes: Committee Meetings of the Board may not involve all Directors
A Resigned as a Director on 5 November 2018
The names and biographies of each of the Directors are shown on the Company's website and include their experience as well as length of service. Each Director has the requisite high level and range of business and financial experience which enables the Board to provide clear and effective leadership and proper stewardship of the Company.
Directors' Insurance and Indemnities
The Company maintains insurance in respect of Directors' and Officers' liabilities in relation to their acts on behalf of the Company. Furthermore, each Director of the Company is entitled to be indemnified out of the assets of the Company to the extent permitted by law against all costs, charges, losses, expenses and liabilities incurred by them in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or office. These rights are included in the Articles of Association of the Company and the Company has granted indemnities to each Director on this basis.
Corporate Governance
The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and, as required by the Listing Rules of the UK Listing Authority, this statement describes how the Company applies the main principles identified in the UK Corporate Governance Code published in April 2016 (the "UK Code") and which applies to the Company's year ended 30 June 2019. The UK Code is available on the Financial Reporting Council's ("the FRC") website: frc.org.uk.
The Board has also considered the principles and recommendations of the AIC Code of Corporate Governance as published in July 2016 (the "AIC Code") by reference to the AIC Corporate Governance Guide for Investment Companies (the "AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to investment trusts. The AIC Code and AIC Guide are available on the AIC's website: theaic.co.uk.
The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide better information to shareholders.
The Board confirms that, during the year, the Company complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as set out below.
The UK Code includes provisions relating to:
- the role of the chief executive (A.1.2);
- executive directors' remuneration (D.1.1 and D.1.2); and
- the need for an internal audit function (C.3.6).
For the reasons set out in the AIC Guide and UK Code, the Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions.
The Board notes the content of the new UK Code of Corporate Governance published by the FRC in July 2018 (the "2018 UK Code"), which is applicable for accounting periods beginning on or after 1 January 2019, and the new AIC Code of Corporate Governance published in February 2019 (the "2019 AIC Code"). The Board expects the Company to be compliant with the relevant provisions of the 2018 UK Code and the 2019 AIC Code for the year ending 30 June 2020.
All of the Directors will retire at the AGM on 5 November 2019. Merryn Somerset Webb, as a new Director, submits herself for election as a Director at the AGM. Neil Rogan, Stephanie Eastment, Jean Park, Donald Cameron and Peter Tait, being eligible, each seek re-election as Directors at the AGM.
The Board considers that all Directors are independent of the Manager. Furthermore, the Board believes that each Director remains free of any relationship which could materially interfere with the exercise of his or her judgement on issues of strategy, performance, resources and standards of conduct and confirms that, following formal performance evaluations, the individuals' performance continues to be effective and demonstrates time commitment to the role. The Board therefore has no hesitation in recommending to shareholders at the AGM, the individual re-election as Directors of the Company, of Neil Rogan, Stephanie Eastment, Jean Park, Donald Cameron and Peter Tait, and the individual election as a Director of the Company, of Merryn Somerset Webb.
The Company's Statement of Corporate Governance (which may be found on its website: murray-income.co.uk) includes further information on the operation of the Board, including the matters reserved to the Board for consideration, Board independence, the annual performance of the Directors and the recruitment process for new Directors.
Board Committees
The Board has appointed a number of Committees as set out below. Copies of their terms of reference, which define the responsibilities and duties of each Committee, are available on the Company's website and from the Company Secretaries on request. Further information on the functioning of the Board Committees may be found in the Statement of Corporate Governance published on the Company's website.
Audit Committee
The Audit Committee's Report may be found in the published Annual Report.
Management Engagement Committee
The terms and conditions of the Company's agreement with the Manager are considered by the Management Engagement Committee which comprises the whole Board and was chaired during the year by Neil Rogan.
In monitoring the performance of the Manager, the Committee considers the investment record of the Company over the short and long term, taking into account both its performance against the benchmark index and peer group investment trusts and open-ended funds. The Committee also reviews the management processes, risk control mechanisms and promotional activities of the Manager. As a result of these reviews, the Directors consider the continuing appointment of the Manager to be in the interests of shareholders because they believe that the Manager has the investment management, promotional and associated secretarial and administrative skills required for the effective operation of the Company.
Nomination Committee
All appointments to the Board of Directors are considered by the Nomination Committee which comprises the whole Board and was chaired during the year by Neil Rogan.
The Committee's overriding priority in appointing new Directors to the Board is to identify the candidate with the optimal range of skills and experience to complement the existing Directors. The Board also recognises the benefits, and is supportive, of the principle of diversity in its recruitment of new Directors.
Remuneration Committee
Directors' remuneration is considered by the Remuneration Committee which comprises the whole Board and was chaired during the year by David Woods until 5 November 2018, and by Jean Park thereafter. Further information may be found in the Directors' Remuneration Report in the published Annual Report.
Accountability and Audit
The responsibilities of the Directors and the Auditor in connection with the financial statements appear below, and in the published Annual Report, respectively.
The Directors who held office at the date of this Report each confirm that, so far as they are aware, there is no relevant audit information of which the Company's Auditor is unaware, and that they have taken all the steps that they could reasonably be expected to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. Further, there have been no important, additional events since the year end which warrant disclosure.
The Directors have reviewed the level of non-audit services provided by the Auditor during the year, together with the Auditor's procedures in connection with the provision of such services, and remain satisfied that the Auditor's objectivity and independence is being safeguarded.
Management of Conflicts of Interest, Anti-Bribery Policy and Tax Evasion Policy
The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his/her connected persons. The Board considers each Director's situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his/her wider duties is affected. Each Director is required to notify the Company Secretaries of any potential, or actual, conflict situations which will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.
The Board takes a zero-tolerance approach to bribery and has adopted appropriate procedures designed to prevent bribery. Standard Life Aberdeen plc also takes a zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption.
It is the Company's policy to conduct all of its business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country and its full policy on tax evasion may be found on its website.
Going Concern
The Directors have undertaken a rigorous review and consider both that there are no material uncertainties and that the adoption of the going concern basis of accounting is appropriate. The Company's assets consist primarily of a diverse portfolio of listed equity shares nearly all of which, in most circumstances, are realisable within a very short timescale. The Board has set limits for borrowing and regularly reviews the level of any gearing, cash flow projections and compliance with banking and loan note covenants.
The Directors are mindful of the principal risks and uncertainties disclosed and have reviewed forecasts detailing revenue and liabilities and they believe that the Company has adequate financial resources to continue in operational existence for the foreseeable future and at least 12 months from the date of approval of this Annual Report.
Substantial Interests
As at 30 June 2019 and 31 August 2019 the following interests over 3% in the issued Ordinary share capital of the Company had been disclosed in accordance with the requirements of the UK Listing Authority's Disclosure Guidance and Transparency Rules:
|
30 June 2019 |
31 August 2019 |
||
|
Number of shares held |
% |
Number of shares held |
% |
Aberdeen Asset Managers Limited Retail Plans |
12,143,341 |
18.4 |
12,161,552 |
18.4 |
Rathbones |
9,550,140 |
14.5 |
9,613,309 |
14.5 |
Hargreaves Lansdown |
4,930,913 |
7.5 |
4,961,920 |
7.5 |
Alliance Trust Savings |
3,365,228 |
5.1 |
3,374,024 |
5.1 |
1607 Capital Partners |
2,679,054 |
4.1 |
2,652,181 |
4.0 |
UK Stewardship Code and Proxy Voting as an Institutional Shareholder
Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the AIFM which has sub-delegated that authority to the Investment Manager.
The full text of the Company's response to the Stewardship Code may be found on its website.
Environmental, Social and Governance Policy
The Board is aware of its duty to act in the best interests of the Company. As an investment trust, the Company has no direct environmental, social or governance responsibilities. However, the Board acknowledges that there are risks associated with investment in companies which fail to conduct business in a responsible manner and the Board, therefore, ensures that the Manager takes regular account of environmental, social and governance factors, which may affect the performance or value of the Company's investments.
Relations with Shareholders
The Directors place great importance on communication with shareholders. The Annual Report is widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up-to-date information on the Company through its website, murray-income.co.uk, or via the Standard Life Aberdeen Group's Customer Services Department. The Company responds to letters from shareholders.
The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the management group (either the Company Secretary or the Standard Life Aberdeen Group) in situations where direct communication is required and representatives from the Board offer to meet with major shareholders on an annual basis in order to gauge their views. The Company Secretary acts on behalf of the Board, not the Manager, and there is no filtering of communication. At each Board meeting the Board receives full details of any communication from shareholders to which the Chairman responds, as appropriate, on behalf of the Board.
In addition, members of the Board may accompany the Manager when undertaking meetings with institutional shareholders.
The Notice of AGM included within the Annual Report is normally sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Investment Manager at the Company's AGM.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.
Disclosures Required by UKLA Listing Rule 9.8.4
The above rule requires listed companies to report certain information in a single identifiable section of their annual financial reports. None of the prescribed information is applicable to the Company in the year under review.
Annual General Meeting ("AGM")
Among the resolutions being put at the AGM of the Company to be held on 5 November 2019, the following resolutions will be proposed:
Approval of a dividend policy
The Board is proposing a dividend policy, pursuant to which, four interim dividends on the Ordinary shares will be payable by the Company each year, rather than three interim dividends and a final dividend. This will enable the Company to distribute dividends more evenly throughout the year and avoid the current delay arising in relation to the payment of the final dividend after approval by shareholders at the AGM, which can be as much as five months after the Company's year end.
In line with good corporate governance, the Board therefore proposes to put the Company's dividend policy to Shareholders for approval at the AGM, as Resolution 4, and at each AGM thereafter.
Authority to allot shares and disapply pre-emption rights
Ordinary Resolution No. 13 in the Notice of AGM will renew the authority to allot the unissued share capital up to an aggregate nominal amount of £0.8m (equivalent to approximately 3.3m Ordinary shares, or, if less, 5% of the Company's existing issued share capital (excluding treasury shares) on the date of passing of this resolution). Such authority will expire on the date of the AGM in 2020 or on 31 December 2020, whichever is earlier. This means that the authority will require to be renewed at the next AGM.
When shares are to be allotted for cash, Section 561 of the Companies Act 2006 (the "Act") provides that existing shareholders have pre-emption rights and that the new shares to be issued, or sold from treasury, must be offered first to such shareholders in proportion to their existing holding of shares. However, shareholders can, by special resolution, authorise the Directors to allot shares or sell from treasury otherwise than by a pro rata issue to existing shareholders. Special Resolution No. 14 will, if passed, give the Directors power to allot for cash or sell from treasury equity securities up to an aggregate nominal amount of £1.7m (equivalent to approximately 6.6m Ordinary shares, or, if less, 10% of the Company's existing issued share capital (excluding treasury shares) on the date of passing of this resolution, as if Section 561 of the Act does not apply). This authority will also expire on the date of the AGM in 2020 or on 31 December 2020, whichever is earlier. This authority will not be used in connection with a rights issue by the Company.
The Directors intend to use the authorities given by Resolutions 13 and 14 to allot shares or sell shares from treasury and disapply pre-emption rights only in circumstances where this will be clearly beneficial to shareholders as a whole. The issue proceeds would be available for investment in line with the Company's investment policy. No issue of shares will be made which would effectively alter the control of the Company without the prior approval of shareholders in general meeting. It is the intention of the Board that any issue of shares or any re-sale of treasury shares would only take place at a price not less than 0.5% above the NAV per share prevailing at the date of sale. It is also the intention of the Board that sales from treasury would only take place when the Board believes that to do so would assist in the provision of liquidity to the market.
Purchase of the Company's own Ordinary shares
At the AGM held on 5 November 2018, shareholders approved the renewal of the authority permitting the Company to repurchase its Ordinary shares.
The Directors wish to renew the authority given by shareholders at the previous AGM. A share buy-back facility enhances shareholder value by acquiring shares at a discount to NAV as and when the Directors consider this to be appropriate. The purchase of shares, when they are trading at a discount to NAV per share, should result in an increase in the NAV per share for the remaining shareholders. This authority, if conferred, will only be exercised if to do so would result in an increase in the NAV per share for the remaining shareholders and if it is in the best interests of shareholders generally. Any purchase of shares will be made within guidelines established from time to time by the Board. It is proposed to seek shareholder authority to renew this facility for another year at the AGM.
Under the UKLA's Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of (i) 105% of the average of the middle market quotations for the shares over the five business days immediately preceding the date of purchase and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The minimum price which may be paid is 25p per share. Shares which are purchased under this authority will either be cancelled or held as treasury shares. Special Resolution No. 15 in the Notice of AGM will renew the authority to purchase in the market a maximum of 14.99% of shares in issue at the date of passing of the resolution (amounting to approximately 9.9m Ordinary shares). Such authority will expire on the date of the AGM in 2020, or on 31 December 2020, whichever is earlier. This means in effect that the authority will have to be renewed at the next AGM, or earlier, if the authority has been exhausted. No dividends may be paid on any shares held in treasury and no voting rights will attach to such shares. The benefit of the ability to hold treasury shares is that such shares may be sold at short notice. This should give the Company greater flexibility in managing its share capital, and improve liquidity in its shares.
Recommendation
The Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole, and recommend that shareholders vote in favour of the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings.
By Order of the Board
Neil Rogan
Chairman
18 September 2019
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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
- adopt a going concern basis of accounting for the financial statements unless it is inappropriate to assume 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 comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report, Strategic Report and Statement of Corporate Governance that comply with that law and those regulations.
The financial statements are published on murray-income.co.uk which is a website maintained by the Company's Manager. The work carried out by the auditor does not involve consideration of the maintenance and integrity of the website and, accordingly, the auditor accepts no responsibility for any changes that have occurred to the financial statements since being initially presented on the website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors confirms to the best of his or her knowledge that:
- the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company;
- the Annual 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 the Company faces;
- in the opinion of the Board, the Annual Report and financial statements taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's position and performance, business model and strategy; and
- the financial statements are prepared on an ongoing concern basis.
For and on behalf of the Board of Murray Income Trust PLC
Neil Rogan
Chairman
18 September 2019
STRATEGIC REPORT - RESULTS
Financial Highlights
|
30 June 2019 |
30 June 2018 |
% change |
Total assets (£'000) |
633,647 |
617,164 |
+2.7 |
Equity shareholders' funds (£'000) |
587,150 |
570,929 |
+2.8 |
Net asset value per Ordinary share - debt at par |
888.1p |
856.3p |
+3.7 |
Market capitalisation (£'000) |
561,939 |
522,711 |
+7.5 |
Share price of Ordinary share (mid-market) |
850.0p |
784.0p |
+8.4 |
Discount to net asset value on Ordinary shares - debt at par |
(4.3%) |
(8.4%) |
|
Gearing (ratio of borrowing to shareholders' funds) |
|
|
|
Net gearing{A} |
3.1% |
3.7% |
|
Dividends and earnings |
|
|
|
Revenue return per share |
34.9p |
33.6p |
+3.9 |
Dividends per share{B} |
34.00p |
33.25p |
+2.3 |
Dividend cover{A} |
1.03 times |
1.01 times |
|
Dividend yield{A} |
4.0% |
4.2% |
|
Revenue reserves (£'000){C} |
25,004 |
23,877 |
|
Operating costs |
|
|
|
Ongoing charges ratio{A} |
0.65% |
0.69% |
|
|
|||
{A} Considered to be an Alternative Performance Measure. |
|||
{B} The figures for dividends per share reflect the years in which they were earned (see note 7). |
|||
{C} The revenue reserve figure does not take account of the proposed final dividend amounting to £6,611,000 (2018 - £6,133,000). |
Performance (total return)
|
1 year return |
3 year return |
5 year return |
10 year return |
|
% |
% |
% |
% |
Share price{A} |
+13.2 |
+44.4 |
+36.2 |
+203.3 |
Net asset value per Ordinary share{A} |
+7.9 |
+30.9 |
+35.6 |
+201.5 |
Benchmark{B} |
+0.6 |
+29.5 |
+35.8 |
+167.1 |
|
||||
{A} Considered to be an Alternative Performance Measure. |
||||
{B} FTSE All-Share Index |
||||
Source: Aberdeen Standard Investments/Morningstar |
Dividends
|
Rate |
XD date |
Record date |
Payment date |
1st interim 2019 |
8.00p |
13 December 2018 |
14 December 2018 |
11 January 2019 |
2nd interim 2019 |
8.00p |
28 February 2019 |
1 March 2019 |
29 March 2019 |
3rd interim 2019 |
8.00p |
30 May 2019 |
31 May 2019 |
28 June 2019 |
Proposed final 2019 |
10.00p |
26 September 2019 |
27 September 2019 |
8 November 2019 |
|
______ |
|
|
|
Total dividends 2019 |
34.00p |
|
|
|
|
______ |
|
|
|
Ten Year Financial Record
Year end 30 June |
2010 |
2011 |
2012 |
2013 |
2014 |
2015 |
2016 |
2017 |
2018 |
2019 |
Income (£'000) |
18,257 |
21,844 |
22,688 |
23,566 |
23,926 |
25,476 |
24,838 |
26,667 |
25,987 |
25,597 |
Per Ordinary share (p) |
|
|
|
|
|
|
|
|
|
|
Net revenue return |
25.4 |
30.9 |
30.6 |
31.1 |
30.5 |
33.1 |
32.0 |
34.9 |
33.6 |
34.9 |
Dividends{A} |
28.00 |
28.75 |
29.75 |
30.75 |
31.25 |
32.00 |
32.25 |
32.75 |
33.25 |
34.00 |
Net asset value |
547.9 |
671.5 |
649.6 |
734.6 |
805.2 |
757.1 |
766.5 |
860.1 |
856.3 |
888.1 |
|
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
Shareholders' funds (£'000) |
354,425 |
434,406 |
425,458 |
492,878 |
547,652 |
515,888 |
515,036 |
576,462 |
570,929 |
587,150 |
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
{A} The figures for dividends per share reflect the years to which their declaration relates and not the years they were paid. |
MURRAY INCOME TRUST PLC
Statement of Comprehensive Income
|
|
Year ended 30 June 2019 |
Year ended 30 June 2018 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
Notes |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Gains/(losses) on investments |
10 |
- |
22,073 |
22,073 |
- |
(304) |
(304) |
Currency gains |
|
- |
18 |
18 |
- |
795 |
795 |
Income |
3 |
25,597 |
- |
25,597 |
25,987 |
- |
25,987 |
Investment management fees |
4 |
(787) |
(1,837) |
(2,624) |
(1,388) |
(1,388) |
(2,776) |
Administrative expenses |
5 |
(1,013) |
- |
(1,013) |
(1,168) |
- |
(1,168) |
|
|
_______ |
______ |
_______ |
_______ |
______ |
______ |
Net return before finance costs and tax |
|
23,797 |
20,254 |
44,051 |
23,431 |
(897) |
22,534 |
|
|
|
|
|
|
|
|
Finance costs |
6 |
(345) |
(805) |
(1,150) |
(467) |
(467) |
(934) |
|
|
_______ |
______ |
_______ |
_______ |
______ |
______ |
Net return before tax |
|
23,452 |
19,449 |
42,901 |
22,964 |
(1,364) |
21,600 |
|
|
|
|
|
|
|
|
Tax expense |
8 |
(327) |
- |
(327) |
(501) |
- |
(501) |
|
|
_______ |
______ |
_______ |
_______ |
______ |
______ |
Net return after tax |
|
23,125 |
19,449 |
42,574 |
22,463 |
(1,364) |
21,099 |
|
|
_______ |
______ |
_______ |
_______ |
______ |
______ |
|
|
|
|
|
|
|
|
Return per Ordinary share |
9 |
34.9p |
29.4p |
64.3p |
33.6p |
(2.0)p |
31.6p |
|
|
_______ |
______ |
_______ |
_______ |
______ |
______ |
|
|
|
|
|
|
|
|
The total column of this statement represents the profit and loss account of the Company prepared in accordance with FRS 102. The 'Revenue' and 'Capital' columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. |
|||||||
All revenue and capital items in the above statement derive from continuing operations. |
|||||||
No operations were acquired or discontinued in the year. |
|||||||
|
|||||||
The accompanying notes are an integral part of the financial statements. |
MURRAY INCOME TRUST PLC
Statement of Financial Position
|
|
As at |
As at |
|
|
30 June 2019 |
30 June 2018 |
|
Notes |
£'000 |
£'000 |
Non-current assets |
|
|
|
Investments at fair value through profit or loss |
10 |
602,636 |
589,652 |
|
|
___________ |
___________ |
Current assets |
|
|
|
Other debtors and receivables |
11 |
7,982 |
8,136 |
Cash and cash equivalents |
|
27,171 |
22,008 |
|
|
___________ |
___________ |
|
|
35,153 |
30,144 |
|
|
___________ |
___________ |
Creditors: amounts falling due within one year |
|
|
|
Other payables |
|
(4,142) |
(2,632) |
Bank loans |
|
(6,601) |
(6,351) |
|
|
___________ |
___________ |
|
12 |
(10,743) |
(8,983) |
|
|
___________ |
___________ |
Net current assets |
|
24,410 |
21,161 |
|
|
___________ |
___________ |
Total assets less current liabilities |
|
627,046 |
610,813 |
|
|
|
|
Creditors: amounts falling due after one year |
|
|
|
2.51% Senior Loan Notes |
13 |
(39,896) |
(39,884) |
|
|
___________ |
___________ |
Net assets |
|
587,150 |
570,929 |
|
|
___________ |
___________ |
Share capital and reserves |
|
|
|
Called-up share capital |
14 |
17,148 |
17,148 |
Share premium account |
|
24,020 |
24,020 |
Capital redemption reserve |
|
4,997 |
4,997 |
Capital reserve |
15 |
515,981 |
500,887 |
Revenue reserve |
|
25,004 |
23,877 |
|
|
___________ |
___________ |
Equity shareholders' funds |
|
587,150 |
570,929 |
|
|
___________ |
___________ |
Net asset value per Ordinary share |
16 |
|
|
Debt at par value |
|
888.1p |
856.3p |
|
|
___________ |
___________ |
MURRAY INCOME TRUST PLC
Statement of Changes in Equity
For the year ended 30 June 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
Capital |
|
|
|
|
|
Share |
premium |
redemption |
Capital |
Revenue |
|
|
|
capital |
account |
reserve |
reserve |
reserve |
Total |
|
Notes |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 July 2018 |
|
17,148 |
24,020 |
4,997 |
500,887 |
23,877 |
570,929 |
Net return after tax |
|
- |
- |
- |
19,449 |
23,125 |
42,574 |
Buyback of Ordinary shares for treasury |
14 |
- |
- |
- |
(4,355) |
- |
(4,355) |
Dividends paid |
7 |
- |
- |
- |
- |
(21,998) |
(21,998) |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
Balance at 30 June 2019 |
|
17,148 |
24,020 |
4,997 |
515,981 |
25,004 |
587,150 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
|
|
|
|
|
|
|
|
For the year ended 30 June 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
Capital |
|
|
|
|
|
Share |
premium |
redemption |
Capital |
Revenue |
|
|
|
capital |
account |
reserve |
reserve |
reserve |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 July 2017 |
|
17,148 |
24,020 |
4,997 |
504,943 |
25,354 |
576,462 |
Net return after tax |
|
- |
- |
- |
(1,364) |
22,463 |
21,099 |
Buyback of Ordinary shares for treasury |
14 |
- |
- |
- |
(2,692) |
- |
(2,692) |
Dividends paid |
7 |
- |
- |
- |
- |
(23,940) |
(23,940) |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
Balance at 30 June 2018 |
|
17,148 |
24,020 |
4,997 |
500,887 |
23,877 |
570,929 |
|
|
______ |
______ |
______ |
______ |
______ |
______ |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements. |
MURRAY INCOME TRUST PLC
Statement of Cash Flows
|
|
Year ended |
Year ended |
|
|
30 June 2019 |
30 June 2018 |
|
Notes |
£'000 |
£'000 |
Operating activities |
|
|
|
Net return before finance costs and taxation |
|
44,051 |
22,534 |
Increase in accrued expenses |
|
36 |
114 |
Overseas withholding tax |
|
(819) |
(683) |
Dividend income |
3 |
(23,603) |
(24,173) |
Dividends received |
|
23,928 |
24,332 |
Interest income |
3 |
(104) |
(37) |
Interest received |
|
97 |
34 |
Interest paid |
|
(1,151) |
(781) |
(Gains)/losses on investments |
10 |
(22,073) |
304 |
Amortisation on Loan Notes |
6 |
12 |
8 |
Foreign exchange losses/(gains) on loans |
|
251 |
(197) |
Decrease in other debtors |
|
15 |
18 |
Stock dividends included in investment income |
3 |
(341) |
(618) |
|
|
_______ |
_______ |
Net cash inflow from operating activities |
|
20,299 |
20,855 |
|
|
|
|
Investing activities |
|
|
|
Purchases of investments |
|
(132,687) |
(136,946) |
Sales of investments |
|
144,100 |
139,446 |
|
|
_______ |
_______ |
Net cash inflow from investing activities |
|
11,413 |
2,500 |
|
|
|
|
Financing activities |
|
|
|
Dividends paid |
7 |
(21,998) |
(23,940) |
Buyback of Ordinary shares for treasury |
|
(4,551) |
(2,497) |
Issue of Senior Loan Notes net of issue costs |
|
- |
39,867 |
Repayment of bank loans |
|
- |
(40,578) |
|
|
_______ |
_______ |
Net cash outflow from financing activities |
|
(26,549) |
(27,148) |
|
|
_______ |
_______ |
Increase/(decrease) in cash |
|
5,163 |
(3,793) |
|
|
_______ |
_______ |
Analysis of changes in cash during the year |
|
|
|
Opening balance |
|
22,008 |
25,801 |
Increase/(decrease) in cash as above |
|
5,163 |
(3,793) |
|
|
_______ |
_______ |
Closing balance |
|
27,171 |
22,008 |
|
|
_______ |
_______ |
MURRAY INCOME TRUST PLC
Notes to the Financial Statements
Year Ended 30 June 2019
1. |
Principal activity |
|
The Company is a closed-end investment company, registered in Scotland No 012725, with its Ordinary shares being listed on the London Stock Exchange. |
2. |
Accounting policies |
|
|
(a) |
Basis of preparation |
|
|
The financial statements have been prepared in accordance with Financial Reporting Standard 102 and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 and updated in February 2018 with consequential amendments. The financial statements are prepared in Sterling which is the functional currency of the Company and rounded to the nearest £'000. They have also been prepared on a going concern basis and on the assumption that approval as an investment trust will continue to be granted. |
|
|
|
|
(b) |
Income |
|
|
Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the year. Where the Company has elected to receive dividends in the form of additional shares rather than cash, the amount of the cash dividend foregone is recognised as revenue and any residual amount is recognised as capital. Provision is made for any dividends not expected to be received. Special dividends are credited to capital or revenue, according to the circumstances. Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately within the Statement of Comprehensive Income. |
|
|
|
|
|
Interest receivable from cash and short-term deposits and stock lending income is recognised on an accruals basis. |
|
|
|
|
(c) |
Expenses |
|
|
All expenses are accounted for on an accruals basis. All expenses are charged through the revenue column of the Statement of Comprehensive Income except as follows: |
|
|
- transaction costs on the acquisition or disposal of investments are recognised as a capital item in the Statement of Comprehensive Income. |
|
|
- expenses are charged as a capital item in the Statement of Comprehensive Income where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 30% to revenue and 70% to capital (2018: 50% to revenue and 50% to capital) to reflect the Company's investment policy and prospective income and capital growth. |
|
|
|
|
(d) |
Taxation |
|
|
The tax expense represents the sum of tax currently payable and deferred tax. Any tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other 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 were applicable at the Statement of Financial Position date. |
|
|
|
|
|
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the Statement of Financial Position date. |
|
|
|
|
|
Due to the Company's status as an investment trust company and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. |
|
|
|
|
|
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within the Statement of Comprehensive Income on the same basis as the particular item to which it relates using the Company's effective rate of tax for the year, based on the marginal basis. |
|
|
|
|
(e) |
Valuation of investments |
|
|
All investments have been designated upon initial recognition at fair value through profit or loss. This is done because all investments are considered to form part of a group of financial assets which is evaluated on a fair value basis, in accordance with the Company's documented investment strategy, and information about the grouping is provided internally on that basis. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are measured initially at fair value. Subsequent to initial recognition, investments are valued at fair value through profit or loss. For listed investments, this is deemed to be bid market prices or closing prices for SETS (London Stock Exchange's electronic trading service) stocks sourced from the London Stock Exchange. Gains and losses arising from changes in fair value are included in the net return for the period as a capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserve. |
|
|
|
|
(f) |
Cash and cash equivalents |
|
|
Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risk of change in value. |
|
|
|
|
(g) |
Borrowings and finance costs |
|
|
Borrowings, which comprise interest bearing bank loans and 2.51% Senior Loan Notes, are recognised initially at the fair value of the consideration received, net of any issue expenses, and subsequently at amortised cost using the effective interest method. The finance costs, being the difference between the net proceeds of borrowings and the total amount of payments that require to be made in respect of those borrowings, accrue using the effective interest rate over the life of the borrowings and are allocated 30% to revenue and 70% to capital (2018: 50% to revenue and 50% to capital). |
|
|
|
|
(h) |
Traded options |
|
|
The Company may enter into certain derivative contracts (eg options) to gain exposure to the market. The option contracts are classified as fair value through profit or loss, held for trading, and accounted for as separate derivative contracts and are therefore shown in other assets or other liabilities at their fair value ie market value. The premium on the option (as with written options generally) is treated as the option's initial fair value and is recognised over the life of the option in the revenue column of the Statement of Comprehensive Income along with fair value changes in the open position which occur due to the movement in underlying securities. Losses realised on the exercise of the contracts are recorded in the capital column of the Statement of Comprehensive Income as they arise. Where the Company enters into derivative contracts to manage market risk, gains or losses arising on such contracts are recorded in the capital column of the Statement of Comprehensive Income. |
|
|
|
|
(i) |
Segmental reporting |
|
|
The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental analysis is provided. |
|
|
|
|
(j) |
Nature and purpose of reserves |
|
|
Called-up share capital |
|
|
The Ordinary share capital on the Statement of Financial Position relates to the number of shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to the capital redemption reserve. This is a non-distributable reserve. |
|
|
|
|
|
Share premium account |
|
|
The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 25p. This is a non-distributable reserve. |
|
|
|
|
|
Capital redemption reserve |
|
|
The capital redemption reserve arose when Ordinary shares were redeemed and cancelled, at which point an amount equal to the par value of the Ordinary share capital was transferred from the share capital reserve to the capital redemption reserve. This is a non-distributable reserve. |
|
|
|
|
|
Capital reserve |
|
|
This reserve reflects any gains or losses on investments realised in the period along with any movement in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. These include gains and losses from foreign currency exchange differences. Additionally, expenses, including finance costs, are charged to this reserve in accordance with (c) above. The cost of share buybacks is also deducted from this reserve. This reserve is distributable. |
|
|
|
|
|
Revenue reserve |
|
|
This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve is distributable by way of dividend. |
|
|
|
|
(k) |
Treasury shares |
|
|
When the Company buys back the Company's equity share capital as treasury shares, the amount of the consideration paid, including directly attributable costs and any tax effects, is recognised as a deduction from equity. When these shares are sold or reissued subsequently, the net amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from the capital reserve. |
|
|
|
|
(l) |
Dividends payable |
|
|
Final dividends are recognised from the date on which they are approved by Shareholders. Interim dividends are recognised when paid. Dividends are shown in the Statement of Changes in Equity. |
|
|
|
|
(m) |
Foreign currency |
|
|
Transactions in foreign currencies are converted to Sterling at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies are translated into Sterling at rates of exchange ruling at the Statement of Financial Position date. Exchange gains and losses are taken to the Statement of Comprehensive Income as a capital or revenue item depending on the nature of the underlying item. |
|
|
2019 |
2018 |
3. |
Income |
£'000 |
£'000 |
|
Income from investments |
|
|
|
UK dividends (all listed): |
|
|
|
- ordinary |
17,693 |
17,106 |
|
- special |
848 |
862 |
|
Property income dividends |
792 |
752 |
|
Overseas dividends (all listed) |
3,929 |
4,738 |
|
Stock dividends |
341 |
715 |
|
|
_______ |
_______ |
|
|
23,603 |
24,173 |
|
|
_______ |
_______ |
|
Other income |
|
|
|
Deposit interest |
104 |
37 |
|
Stock lending income |
22 |
5 |
|
Traded option premiums |
1,868 |
1,772 |
|
|
_______ |
_______ |
|
|
1,994 |
1,814 |
|
|
_______ |
_______ |
|
Total income |
25,597 |
25,987 |
|
|
_______ |
_______ |
|
|
|
|
|
Special dividends of £1,654,000 (2018 - £4,123,000) have also been recognised in capital, making a total of £2,501,000 (2018 - £4,985,000) special dividends for the year. |
||
|
|
||
|
During the year, the Company received premiums totalling £1,868,000 (2018 - £1,772,000) in exchange for entering into derivative transactions. At the year end there were no open positions (2018 - same). |
|
|
2019 |
2018 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
4. |
Management fee |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Management fee |
787 |
1,837 |
2,624 |
1,388 |
1,388 |
2,776 |
|
|
_______ |
_______ |
_____ |
_______ |
_______ |
_____ |
|
|
|
|
|
|
|
|
|
The management fee is based on 0.55% per annum for net assets up to £350 million, 0.45% per annum on the next £100 million of net assets and 0.25% per annum for net assets over £450 million, calculated and paid monthly. Prior to 1 January 2018 the management fee was based on 0.55% per annum for net assets up to £400 million, 0.45% on the next £150 million of net assets and 0.25% per annum for net assets over £550 million, calculated and paid monthly. Following a review of the historic long term returns and expected long term returns of the Company, with effect from 1 July 2018 the fee has been allocated 30% to revenue and 70% to capital (previously 50% to revenue and 50% to capital). The management agreement is terminable on three months' notice. The fee payable to ASFML at the year end was £446,000 (2018 - £222,000). |
||||||
|
|
||||||
|
Under the terms of the management agreement, the value of the Company's investments in commonly managed funds is excluded from the calculation of the management fee. The Company held one such commonly managed fund, Standard Life UK Smaller Companies Trust PLC, at the year end which was valued at £5,048,000 (2018 - Dunedin Smaller Companies Investment Trust PLC valued at £5,324,000). |
|
|
2019 |
2018 |
5. |
Administrative expenses |
£'000 |
£'000 |
|
Shareholders' services{A} |
424 |
555 |
|
Directors' remuneration{B} |
151 |
155 |
|
Secretarial fees{C} |
90 |
90 |
|
Auditor's remuneration: |
|
|
|
- fees payable to the Company's auditor for the audit of the Company's annual accounts |
24 |
23 |
|
Non-audit services |
|
|
|
- fees payable to the Company's auditor and its associates for iXBRL tagging services |
- |
2 |
|
Other expenses |
324 |
343 |
|
|
_______ |
_______ |
|
|
1,013 |
1,168 |
|
|
_______ |
_______ |
|
|
|
|
|
{A } Includes registration, savings scheme and other wrapper administration and promotion expenses, of which £349,000 (2018 - £480,000) was paid to Aberdeen Standard Fund Managers Limited ("ASFML") under a delegation agreement with ASFML to cover promotional activities during the year. There was £76,000 (2018 - £240,000) due to ASFML in respect of these promotional activities at the year end. |
||
|
{B} Refer to Directors' Remuneration Report in the published Annual Report for further details. |
||
|
{C} Payable to ASFML, balance outstanding of £23,000 (2018 - £45,000) at the year end. |
||
|
|
||
|
With the exception of Auditor's remuneration for the statutory audit, all of the expenses above, including fees for non-audit services, include irrecoverable VAT where applicable. The Auditor's remuneration for the statutory audit excludes VAT amounting to £5,000 (2018 - £5,000). |
|
|
2019 |
2018 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
6. |
Finance costs |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Bank loans |
40 |
94 |
134 |
137 |
137 |
274 |
|
Senior Loan Notes |
301 |
703 |
1,004 |
326 |
326 |
652 |
|
Amortised Senior Loan Note issue expenses |
4 |
8 |
12 |
4 |
4 |
8 |
|
|
_______ |
______ |
______ |
_______ |
______ |
______ |
|
|
345 |
805 |
1,150 |
467 |
467 |
934 |
|
|
_______ |
______ |
______ |
_______ |
______ |
______ |
|
|
|
|
|
|
|
|
|
Finance costs are allocated 30% to revenue and 70% to capital (2018: 50% to revenue and 50% to capital). |
|
|
2019 |
|
2018 |
|
7. |
Ordinary dividends on equity shares |
Rate |
£'000 |
Rate |
£'000 |
|
Final previous year |
9.25p |
6,131 |
11.75p |
7,875 |
|
First interim current year |
8.00p |
5,289 |
8.00p |
5,362 |
|
Second interim current year |
8.00p |
5,289 |
8.00p |
5,357 |
|
Third interim 2019 current year |
8.00p |
5,289 |
8.00p |
5,346 |
|
|
|
_______ |
|
_______ |
|
|
|
21,998 |
|
23,940 |
|
|
|
_______ |
|
_______ |
|
|
||||
|
The proposed final dividend for 2019 has not been included as a liability in these financial statements as it was not payable until after the reporting date. The proposed final dividend for 2019 is subject to approval by shareholders at the Annual General Meeting. |
||||
|
|
||||
|
Set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Section 1158-1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the year is £23,125,000 (2018 - £22,463,000). |
||||
|
|
||||
|
|
2019 |
2018 |
||
|
|
Rate |
£'000 |
Rate |
£'000 |
|
Three interim dividends of 8.00p each |
24.00p |
15,867 |
24.00p |
16,065 |
|
Proposed final dividend |
10.00p |
6,611 |
9.25p |
6,133 |
|
|
_______ |
_______ |
_______ |
_______ |
|
|
34.00p |
22,478 |
33.25p |
22,198 |
|
|
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
The amount reflected above for the cost of the proposed final dividend for 2019 is based on 66,110,413 Ordinary shares, being the number of Ordinary shares in issue at the date of this Report. |
|
|
2019 |
2018 |
|||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
8. |
Tax expense |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
(a) |
Analysis of charge for the year |
|
|
|
|
|
|
|
|
Overseas tax suffered |
823 |
- |
823 |
803 |
- |
803 |
|
|
Overseas tax reclaimable |
(496) |
- |
(496) |
(302) |
- |
(302) |
|
|
|
_______ |
______ |
______ |
_______ |
______ |
_______ |
|
|
Total tax charge for the year |
327 |
- |
327 |
501 |
- |
501 |
|
|
|
_______ |
______ |
______ |
_______ |
______ |
_______ |
|
|
|
|
|
|
|
|
|
|
(b) |
Factors affecting the tax charge for the year |
||||||
|
|
The UK corporation tax rate is 19% (2018 - 19%). The tax charge for the year is lower than the corporation tax rate. The differences are explained below: |
||||||
|
|
|
|
|||||
|
|
|
2019 |
2018 |
||||
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Net return before taxation |
23,452 |
19,449 |
42,901 |
22,964 |
(1,364) |
21,600 |
|
|
|
_______ |
______ |
______ |
_______ |
______ |
_______ |
|
|
Net return multiplied by the standard rate of corporation tax of 19% (2018 - 19%) |
4,456 |
3,695 |
8,151 |
4,363 |
(259) |
4,104 |
|
|
Effects of: |
|
|
|
|
|
|
|
|
Non-taxable UK dividends |
(3,523) |
- |
(3,523) |
(3,414) |
- |
(3,414) |
|
|
Non-taxable stock dividends |
(39) |
- |
(39) |
(113) |
- |
(113) |
|
|
Non-taxable overseas dividends |
(747) |
- |
(747) |
(900) |
- |
(900) |
|
|
Expenses not deductible for tax purposes |
2 |
- |
2 |
1 |
- |
1 |
|
|
Movement in unutilised management expenses |
(149) |
502 |
353 |
94 |
352 |
446 |
|
|
Movement in income taxable in different periods |
- |
- |
- |
(31) |
- |
(31) |
|
|
Realised and unrealised (gains)/losses on investments held |
- |
(4,194) |
(4,194) |
- |
58 |
58 |
|
|
Gains on currency movements |
- |
(3) |
(3) |
- |
(151) |
(151) |
|
|
Overseas tax payable |
327 |
- |
327 |
501 |
- |
501 |
|
|
|
_______ |
______ |
______ |
_______ |
______ |
_______ |
|
|
Total tax charge |
327 |
- |
327 |
501 |
- |
501 |
|
|
|
_______ |
______ |
______ |
_______ |
______ |
_______ |
|
|
|
|
|
|
|
|
|
|
(c) |
Factors that may affect future tax charges |
||||||
|
|
No provision for deferred tax has been made in the current or prior accounting period. |
||||||
|
|
|
||||||
|
|
The Company has not provided for deferred tax on capital gains or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an investment trust company. |
||||||
|
|
|
||||||
|
|
At the year end, the Company has, for taxation purposes only, accumulated unrelieved management expenses and loan relationship deficits of £65,478,000 (2018 - £63,620,000). A deferred tax asset in respect of this has not been recognised and these expenses will only be utilised if the Company has profits chargeable to corporation tax in the future. It is considered too uncertain that the Company will generate such profits and therefore no deferred tax asset has been recognised. |
|
|
2019 |
2018 |
||
9. |
Return per Ordinary share |
£'000 |
p |
£'000 |
p |
|
Returns are based on the following figures: |
|
|
|
|
|
Revenue return |
23,125 |
34.9 |
22,463 |
33.6 |
|
Capital return |
19,449 |
29.4 |
(1,364) |
(2.0) |
|
|
______ |
_______ |
______ |
_______ |
|
Total return |
42,574 |
64.3 |
21,099 |
31.6 |
|
|
______ |
_______ |
______ |
_______ |
|
Weighted average number of Ordinary shares in issue |
|
66,207,141 |
|
66,951,585 |
|
|
|
_________ |
|
_________ |
|
|
2019 |
2018 |
10. |
Investments |
£'000 |
£'000 |
|
Held at fair value through profit or loss: |
|
|
|
Opening valuation |
589,652 |
595,367 |
|
Opening investment holdings gains |
(174,318) |
(191,156) |
|
|
_______ |
_______ |
|
Opening book cost |
415,334 |
404,211 |
|
Movements during the year: |
|
|
|
Purchases at cost |
134,698 |
138,862 |
|
Sales - proceeds |
(143,787) |
(144,273) |
|
Sales - gains |
41,228 |
16,534 |
|
|
_______ |
_______ |
|
Closing book cost |
447,473 |
415,334 |
|
Closing investment holdings gains |
155,163 |
174,318 |
|
|
_______ |
_______ |
|
Closing valuation |
602,636 |
589,652 |
|
|
_______ |
_______ |
|
|
|
|
|
|
2019 |
2018 |
|
The portfolio valuation: |
£'000 |
£'000 |
|
UK listed equities |
533,676 |
504,462 |
|
Overseas listed equities |
68,960 |
85,190 |
|
|
_______ |
_______ |
|
Total |
602,636 |
589,652 |
|
|
_______ |
_______ |
|
|
|
|
|
|
2019 |
2018 |
|
Gains/(losses) on investments |
£'000 |
£'000 |
|
Realised gains on sale of investments at fair value |
41,228 |
16,534 |
|
Net movement in investment holdings gains |
(19,155) |
(16,838) |
|
|
_______ |
_______ |
|
|
22,073 |
(304) |
|
|
_______ |
_______ |
|
|
|
|
|
The Company may write and purchase both exchange traded and over the counter derivative contracts as part of its investment policy. The Company pledges collateral greater than the market value of the traded options in accordance with standard commercial practice. At 30 June 2019, financial assets comprising shares were pledged with Credit Suisse as part of the option writing programme. The liability of collateral held at the year end was £nil as no open positions existed (2018 - same). The collateral position is monitored on a daily basis, which then determines if further assets are required to be pledged over and above those already pledged. |
||
|
|
||
|
Transaction costs |
||
|
During the year expenses were incurred in acquiring or disposing of investments classified at fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the Statement of Comprehensive Income. The total costs were as follows: |
||
|
|
|
|
|
|
2019 |
2018 |
|
|
£'000 |
£'000 |
|
Purchases |
704 |
623 |
|
Sales |
45 |
56 |
|
|
_______ |
_______ |
|
|
749 |
679 |
|
|
_______ |
_______ |
|
|
|
|
|
The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company's Key Information Document are calculated on a different basis and in line with the PRIIPs regulations. |
||
|
|
|
|
|
|
2019 |
2018 |
|
Stock lending |
£'000 |
£'000 |
|
Aggregate value of securities on loan at the year end |
10,301 |
971 |
|
Maximum aggregate value of securities on loan during the year |
49,867 |
26,695 |
|
Fee income from stock lending |
22 |
5 |
|
|
_______ |
_______ |
|
|
|
|
|
Stock lending is the temporary transfer of securities by a lender to a borrower, with an agreement by the borrower to return equivalent securities to the lender at an agreed date. Fee income is received for making the investments available to the borrower. The principal risks and rewards of holding the investments, namely the market movements in share prices and dividend income, are retained by the Company. In all cases the securities lent continue to be recognised on the Statement of Financial Position. |
||
|
|
||
|
All stocks lent under these arrangements are fully secured by collateral. The value of the collateral held at 30 June 2019 was £11,319,000 (2018 - £1,081,000). |
|
|
2019 |
2018 |
11. |
Other debtors and receivables |
£'000 |
£'000 |
|
Amounts due from brokers |
4,514 |
4,827 |
|
Prepayments and accrued income |
3,468 |
3,309 |
|
|
_______ |
_______ |
|
|
7,982 |
8,136 |
|
|
_______ |
_______ |
|
|
2019 |
2018 |
||||
12. |
Creditors: amounts falling due within one year |
£'000 |
£'000 |
||||
|
Other creditors |
816 |
780 |
||||
|
Amounts due to brokers |
3,326 |
1,852 |
||||
|
Bank loans |
6,601 |
6,351 |
||||
|
|
_______ |
_______ |
||||
|
|
10,743 |
8,983 |
||||
|
|
_______ |
_______ |
||||
|
|
|
|
||||
|
On 8 November 2017 the Company entered into a three year £20,000,000 multi-currency unsecured revolving bank credit facility agreement with Scotiabank Europe PLC, committed until 6 November 2020. Under the terms of the agreement, advances from the facility may be made for periods of up to six months or for such longer periods agreed by the lender. |
||||||
|
|
||||||
|
As at 30 June 2019, the Company had drawn down the following amounts from the facility, all with a maturity date of 11 July 2019: |
||||||
|
|
||||||
|
|
2019 |
2018 |
||||
|
|
Currency |
£'000 |
Currency |
£'000 |
||
|
Swiss Franc at an all-in rate of 0.85% |
3,360,000 |
2,708 |
2,746,000 |
2,095 |
||
|
Euro at an all-in rate of 0.85% |
3,200,000 |
2,863 |
2,541,000 |
2,230 |
||
|
US Dollar at an all-in rate of 3.26213% |
1,311,000 |
1,030 |
1,685,000 |
1,276 |
||
|
Swedish Krona at an all-in rate of 0.85% |
- |
- |
8,860,000 |
750 |
||
|
|
|
______ |
|
_______ |
||
|
|
|
6,601 |
|
6,351 |
||
|
|
|
______ |
|
_______ |
||
|
|
||||||
|
At the date this Report was approved, the Company had drawn down the following amounts from the facility, all with a maturity date of 15 October 2019:
|
||||||
|
- Swiss Franc 3,360,000 at an all-in rate of 0.85%, equivalent to £2,706,000. |
||||||
|
- Euro 3,200,000 at an all-in rate of 0.85%, equivalent to £2,832,000. |
||||||
|
- US Dollar 1,311,000 at an all-in rate of 3.21863%, equivalent to £1,050,000. |
||||||
|
|
||||||
|
Financial covenants contained within the loan agreement provide, inter alia, that the ratio of net assets to borrowings must be greater than 3.5:1 and that net assets must exceed £275 million. All financial covenants were met during the year and also during the period from the year end to the date of this report. |
||||||
|
|
2019 |
2018 |
13. |
Creditors: amounts falling due after more than one year |
£'000 |
£'000 |
|
2.51% Senior Loan Notes |
40,000 |
40,000 |
|
Unamortised Loan Note issue expenses |
(104) |
(116) |
|
|
_______ |
_______ |
|
|
39,896 |
39,884 |
|
|
_______ |
_______ |
|
|
|
|
|
On 8 November 2017 the Company issued £40,000,000 of 10 year Senior Loan Notes at a fixed rate of 2.51%. Interest is payable in half yearly instalments in May and November and the Loan Notes are due to be redeemed at par on 8 November 2027. The Loan Notes are secured by a floating charge over the whole of the assets of the Company. The Company has complied with the Senior Loan Note Purchase Agreement covenant throughout the year that the ratio of net assets to gross borrowings must be greater than 3.5:1, and that net assets will not be less than £275,000,000. |
|
|
2019 |
2018 |
||
14. |
Called-up share capital |
Shares |
£'000 |
Shares |
£'000 |
|
Allotted, called-up and fully-paid: |
|
|
|
|
|
Ordinary shares of 25p each: publicly held |
66,110,413 |
16,527 |
66,672,313 |
16,668 |
|
Ordinary shares of 25p each: held in treasury |
2,483,045 |
621 |
1,921,145 |
480 |
|
|
_______ |
_______ |
_______ |
_______ |
|
|
68,593,458 |
17,148 |
68,593,458 |
17,148 |
|
|
_______ |
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
During the year 561,900 Ordinary shares were bought back (2018 - 350,145) to be held in treasury by the Company at a total cost of £4,355,000 (2018 - £2,692,000) representing 0.8% (2018 - 0.5%) of called-up share capital. |
|
|
2019 |
2018 |
15. |
Capital reserve |
£'000 |
£'000 |
|
At 1 July 2018 |
500,887 |
504,943 |
|
Net movement in investment holdings gains |
(19,155) |
(16,838) |
|
Realised gains on sale of investments at fair value |
41,228 |
16,534 |
|
Currency gains |
18 |
795 |
|
Finance costs of bank loan and loan notes |
(805) |
(467) |
|
Buyback of Ordinary shares for treasury |
(4,355) |
(2,692) |
|
Investment management fees |
(1,837) |
(1,388) |
|
|
_______ |
_______ |
|
At 30 June 2019 |
515,981 |
500,887 |
|
|
_______ |
_______ |
16. |
Net asset value per share |
||||
|
The net asset value per Ordinary share and the net asset value attributable to the Ordinary shares at the year end follow. These were calculated using 66,110,413 (2018 - 66,672,313) Ordinary shares in issue at the year end (excluding treasury shares). |
||||
|
|
||||
|
|
2019 |
2018 |
||
|
|
Net Asset Value Attributable |
Net Asset Value |
||
|
|
£'000 |
pence |
£'000 |
pence |
|
Net asset value - debt at par |
587,150 |
888.1 |
570,929 |
856.3 |
|
Add: amortised cost of 2.51% Senior Loan Notes |
39,896 |
60.4 |
39,884 |
59.8 |
|
Less: fair value of 2.51% Senior Loan Notes |
(40,138) |
(60.7) |
(40,072) |
(60.1) |
|
|
_______ |
_______ |
_______ |
_______ |
|
Net asset value - debt at fair value |
586,908 |
887.8 |
570,741 |
856.0 |
|
|
_______ |
_______ |
_______ |
_______ |
17. |
Financial instruments |
|
||||||||||||
|
This note summarises the risks deriving from the financial instruments that comprise the Company's assets and liabilities |
|
||||||||||||
|
The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments, other than derivatives, comprise securities and other investments, cash balances, liquid resources, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company also has the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures and options, subject to Board approval, for the purpose of enhancing portfolio returns and for hedging purposes in a manner consistent with the Company's broader investment policy. As at 30 June 2019 there were no open positions in derivatives transactions (2018 - same). |
|
||||||||||||
|
|
|
||||||||||||
|
Risk management framework |
|
||||||||||||
|
The directors of Aberdeen Standard Fund Managers Limited collectively assume responsibility for ASFML's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year. |
|
||||||||||||
|
|
|
||||||||||||
|
ASFML is a wholly owned subsidiary of the Standard Life Aberdeen Group ("the Group"), which provides a variety of services and support to ASFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. ASFML has delegated the day to day administration of the investment policy to Aberdeen Asset Managers Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). ASFML has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company. |
|
||||||||||||
|
|
|
||||||||||||
|
The Manager conducts its risk oversight function through the operation of the Group's risk management processes and systems which are embedded within the Group's operations. The Group's Risk Division ("the Division") supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group's Head of Risk, who reports to the CEO of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group's operational risk management system ("SHIELD"). |
|
||||||||||||
|
|
|
||||||||||||
|
The Group's Internal Audit Department is independent of the Risk Division and reports directly to the Group CEO and to the Audit Committee of the Group's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Group's control environment. |
|
||||||||||||
|
|
|
||||||||||||
|
The Group's corporate governance structure is supported by several committees to assist the board of directors, its subsidiaries and the Company to fulfil their roles and responsibilities. The Group's Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described in the committees' terms of reference. |
|
||||||||||||
|
|
|
||||||||||||
|
Risk management of the financial instruments |
|
||||||||||||
|
The main risks the Company faces from these financial instruments are (a) market risk (comprising (i) interest rate, (ii) foreign currency and (iii) other price risk), (b) liquidity risk and (c) credit risk. |
|
||||||||||||
|
|
|
||||||||||||
|
In order to mitigate risk, the investment strategy is to select investments for their fundamental value. Stock selection is therefore based on disciplined accounting, market and sector analysis. It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular sector. The Attribution Analysis, detailing the allocation of assets and the stock selection, is shown in the Performance Attribution table. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to consider investment strategy. Current strategy is detailed in the Chairman's Statement, in the Investment Manager's Report and in Strategy. |
|
||||||||||||
|
|
|
||||||||||||
|
The Board has agreed the parameters for net gearing, which was 3.1% of net assets as at 30 June 2019 (2018- 4.2%). The Manager's policies for managing these risks are summarised below and have been applied throughout the current and previous year. The numerical disclosures in the tables listed below exclude short-term debtors and creditors. |
|
||||||||||||
|
|
|
||||||||||||
|
17 (a) Market risk |
|
||||||||||||
|
The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the Manager in pursuance of the investment objective. Adherence to investment guidelines and to investment and borrowing powers set out in the management agreement mitigates the risk of exposure to any particular security or issuer. Further information on the investment portfolio is set out in the Investment Manager's Report. |
|
||||||||||||
|
|
|
||||||||||||
|
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company's operations. It represents the potential loss the Company might suffer through holding market positions as a consequence of price movements. It is the Board's policy to hold equity investments in the portfolio in a broad spread of sectors in order to reduce the risk arising from factors specific to a particular sector. A summary of investment changes during the year under review may be found below. |
|
||||||||||||
|
|
|
||||||||||||
|
17 (a)(i) Interest rate risk |
|
||||||||||||
|
Interest rate movements may affect: |
|
||||||||||||
|
- the level of income receivable on cash deposits; |
|
||||||||||||
|
- interest payable on the Company's variable rate borrowings; and |
|
||||||||||||
|
- the fair value of any investments in fixed interest rate securities. |
|
||||||||||||
|
|
|
||||||||||||
|
Management of the risk |
|
||||||||||||
|
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. Details of the bank loan and interest rates applicable can be found in note 12. |
|||||||||||||
|
|
|||||||||||||
|
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Interest rate risk is the risk of movements in the value of financial instruments as a result of fluctuations in interest rates. |
|||||||||||||
|
|
|||||||||||||
|
Financial assets |
|||||||||||||
|
The interest rate risk of the portfolio of financial assets at the reporting date was as follows: |
|||||||||||||
|
|
|||||||||||||
|
|
Floating rate |
Non-interest bearing |
|||||||||||
|
|
2019 |
2018 |
2019 |
2018 |
|||||||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|||||||||
|
Danish Krone |
70 |
17 |
12,350 |
14,321 |
|||||||||
|
Euro |
- |
351 |
12,361 |
14,810 |
|||||||||
|
Sterling |
26,900 |
21,610 |
530,930 |
504,462 |
|||||||||
|
Swedish Krona |
- |
- |
3,826 |
10,901 |
|||||||||
|
Swiss Francs |
127 |
30 |
30,069 |
29,234 |
|||||||||
|
US Dollars |
74 |
- |
13,100 |
15,924 |
|||||||||
|
|
_______ |
_______ |
_______ |
_______ |
|||||||||
|
Total |
27,171 |
22,008 |
602,636 |
589,652 |
|||||||||
|
|
_______ |
_______ |
_______ |
_______ |
|||||||||
|
|
|||||||||||||
|
The floating rate assets consist of cash deposits on call earning interest at prevailing market rates. |
|||||||||||||
|
|
|||||||||||||
|
The non-interest bearing assets represent the equity element of the portfolio. |
|||||||||||||
|
|
|||||||||||||
|
Financial liabilities |
|||||||||||||
|
The Company has floating rate borrowings by way of its loan facility and a fixed rate senior loan note issue, details of which are in notes 12 and 13. |
|||||||||||||
|
|
|
||||||||||||
|
Interest rate sensitivity |
|
||||||||||||
|
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant in the case of instruments that have floating rates. |
|
||||||||||||
|
|
|
||||||||||||
|
If interest rates had been 1% higher or lower and all other variables were held constant, the Company's profit before tax for the year ended 30 June 2019 and net assets would increase/decrease by £206,000 (2018 - £157,000) respectively. This is mainly attributable to the Company's exposure to interest rates on its floating rate cash balances and borrowings. |
|
||||||||||||
|
|
|
||||||||||||
|
17 (a)(ii) Foreign currency risk |
|
||||||||||||
|
A proportion of the Company's investment portfolio is invested in overseas securities whose values are subject to fluctuation due to changes in foreign exchange rates. In addition, the impact of changes in foreign exchange rates upon the profits of investee companies can result, indirectly, in changes in their valuations. Consequently, the Statement of Financial Position can be affected by movements in exchange rates. |
|
||||||||||||
|
|
|
||||||||||||
|
Management of the risk |
|
||||||||||||
|
The revenue account is subject to currency fluctuations arising on dividends receivable in foreign currencies and, indirectly, due to the impact of foreign exchange rates upon the profits of investee companies. It is not the Company's policy to hedge this currency risk but the Board keeps under review the currency returns in both capital and income. |
|
||||||||||||
|
|
|
||||||||||||
|
Foreign currency risk exposure by currency of denomination excluding other debtors and receivables and other payables falling due within one year: |
|
||||||||||||
|
|
|
||||||||||||
|
|
30 June 2019 |
30 June 2018 |
|
||||||||||
|
|
|
Net |
Total |
|
Net |
Total |
|
||||||
|
|
|
monetary |
currency |
|
monetary |
currency |
|
||||||
|
|
|
assets/ |
|
|
assets/ |
|
|
||||||
|
|
Investments |
(liabilities) |
exposure |
Investments |
(liabilities) |
exposure |
|
||||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
||||||
|
Danish Krone |
12,350 |
70 |
12,420 |
14,321 |
17 |
14,338 |
|
||||||
|
Euro |
12,361 |
(2,863) |
9,498 |
14,810 |
(1,878) |
12,932 |
|
||||||
|
Swedish Krona |
3,826 |
- |
3,826 |
10,901 |
(750) |
10,151 |
|
||||||
|
Swiss Francs |
30,069 |
(2,581) |
27,488 |
29,234 |
(2,064) |
27,170 |
|
||||||
|
US Dollars |
13,100 |
(956) |
12,144 |
15,924 |
(1,276) |
14,648 |
|
||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||
|
Total |
71,706 |
(6,330) |
65,376 |
85,190 |
(5,951) |
79,239 |
|
||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
_______ |
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
Foreign currency sensitivity |
|
||||||||||||
|
The following table details the impact on the Company's net assets to a 10% decrease (in the context of a 10% increase the figures below should all be read as negative) in Sterling against the foreign currencies in which the Company has exposure. The sensitivity analysis includes foreign currency denominated monetary and non-monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. |
|
||||||||||||
|
|
|
|
|
||||||||||
|
|
2019 |
2018 |
|
||||||||||
|
|
£'000 |
£'000 |
|
||||||||||
|
Danish Krone |
1,242 |
1,434 |
|
||||||||||
|
Euro |
950 |
1,293 |
|
||||||||||
|
Swedish Krona |
383 |
1,015 |
|
||||||||||
|
Swiss Francs |
2,749 |
2,717 |
|
||||||||||
|
US Dollars |
1,214 |
1,465 |
|
||||||||||
|
|
_______ |
_______ |
|
||||||||||
|
Total |
6,538 |
7,924 |
|
||||||||||
|
|
_______ |
_______ |
|
||||||||||
|
17 (a)(iii) Other price risk |
|
||||||||||||
|
Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments. |
|
||||||||||||
|
|
|
||||||||||||
|
Management of the risk |
|
||||||||||||
|
It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular sector. The allocation of assets to international markets and the stock selection process, as detailed in the section "Delivering the Investment Policy", both act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. |
|
||||||||||||
|
|
|
||||||||||||
|
Other price risk sensitivity |
|
||||||||||||
|
If market prices at the reporting date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders and equity for the year ended 30 June 2019 would have increased/decreased by £60,264,000 (2018 - £58,965,000). |
|
||||||||||||
|
|
|
||||||||||||
|
17 (b) Liquidity risk |
|
||||||||||||
|
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities as they fall due in line with the maturity profile analysed as follows: |
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||
|
|
Within |
Within |
Within |
More than |
|
|
|||||||
|
|
1 year |
1-3 years |
3-5 years |
5 years |
Total |
|
|||||||
|
At June 2019 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|||||||
|
Bank loans |
6,601 |
- |
- |
- |
6,601 |
|
|||||||
|
Loan Notes |
- |
- |
- |
40,000 |
40,000 |
|
|||||||
|
Interest cash flows on bank loans and loan notes |
1,008 |
2,008 |
2,008 |
3,514 |
8,538 |
|
|||||||
|
Cash flows on other creditors |
4,142 |
- |
- |
- |
4,142 |
|
|||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|||||||
|
|
11,751 |
2,008 |
2,008 |
43,514 |
59,281 |
|
|||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
|
Within |
Within |
Within |
More than |
|
|
|||||||
|
|
1 year |
1-3 years |
3-5 years |
5 years |
Total |
|
|||||||
|
At June 2018 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|||||||
|
Bank loans |
6,351 |
- |
- |
- |
6,351 |
|
|||||||
|
Loan Notes |
- |
- |
- |
40,000 |
40,000 |
|
|||||||
|
Interest cash flows on bank loans and loan notes |
1,009 |
2,008 |
2,008 |
4,518 |
9,543 |
|
|||||||
|
Cash flows on other creditors |
2,632 |
- |
- |
- |
2,632 |
|
|||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|||||||
|
|
9,992 |
2,008 |
2,008 |
44,518 |
58,526 |
|
|||||||
|
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
|||||||
|
|
|
||||||||||||
|
Management of the risk |
|
||||||||||||
|
The Company's assets comprise readily realisable securities which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of committed loan and overdraft facilities. |
|
||||||||||||
|
|
|
||||||||||||
|
As at 30 June 2019 the Company utilised £6,601,000 (2018 - £6,351,000) of a £20,000,000 (2018 - £20,000,000) multi-currency revolving bank credit facility, which is committed until 6 November 2020. Details of maturity dates and interest charges can be found in note 12. The aggregate of all future interest payments at the rate ruling at 30 June 2019 and the redemption of the loan amounted to £6,605,000 (2018 - £6,356,000). |
|
||||||||||||
|
|
|
||||||||||||
|
17 (c) Credit risk |
|
||||||||||||
|
This is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. |
|
||||||||||||
|
|
|
||||||||||||
|
Management of the risk |
|
||||||||||||
|
The risk is mitigated by the Investment Manager reviewing the credit ratings of counterparties. The risk attached to dividend flows is mitigated by the Investment Manager's research of potential investee companies. The Company's custodian bank is responsible for the collection of income on behalf of the Company and its performance is reviewed by the Depositary (on an ongoing basis) and by the Board on a regular basis. It is the Manager's policy to trade only with A- and above (Long Term rated) and A-1/P-1 (Short Term rated) counterparties. The maximum credit risk at 30 June 2019 is £33,824,000 (30 June 2018 - £29,299,000) consisting of £2,139,000 (2018 - £2,464,000) of dividends receivable from equity shares, £4,514,000 (2018 - £4,827,000) receivable from brokers and £27,171,000 (2018 - £22,008,000) in cash held. The Company considers the credit risk relating to its stocklending activities to have been immaterial in the year under review. |
|
||||||||||||
|
|
|
||||||||||||
|
None of the Company's financial assets are past due or impaired (2018 - same). |
|
||||||||||||
18. |
Fair value hierarchy |
|
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Categorisation within the hierarchy is determined on the basis of the lowest level input that is significant to the fair value measurement of each relevant asset or liability. The fair value hierarchy has the following levels: |
|
|
|
Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date; |
|
Level 2: inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly; and |
|
Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability. |
|
|
|
The valuation techniques used by the Company are explained in the accounting policies note 2(e). The Company's portfolio consists wholly of quoted equities, all of which are Level 1. |
|
|
|
The fair value of the senior loan note has been calculated as £40,138,000 (2018 - £40,072,000), determined by aggregating the expected future cash flows for that loan discounted at a rate comprising the borrower's margin plus an average of market rates applicable to loans of a similar period of time, compared to carrying amortised cost of £39,896,000 (2018 - £39,884,000). |
|
|
|
All other financial assets and liabilities of the Company are included in the Statement of Financial Position at their book value which in the opinion of the Directors is not materially different from their fair value. |
19. |
Related party transactions and transactions with the Manager |
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Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report in the published Annual Report. |
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|
|
The Company has agreements with ASFML for the provision of management, secretarial, accounting and administration services and promotional activities. Details of transactions during the year and balances outstanding at the year end are disclosed in notes 4 and 5. |
20. |
Capital management policies and procedures |
|
The investment objective of the Company is to achieve a high and growing income combined with capital growth through investment in a portfolio principally of UK equities. |
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|
|
The capital of the Company consists of debt (comprising loan notes and bank loans) and equity (comprising issued capital, reserves and retained earnings). The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. |
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|
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The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes: |
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- the level of equity shares in issue; |
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- the planned level of gearing which takes into account the Investment Manager's views on the market (net gearing figures can be found in Financial Highlights); and |
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- the extent to which revenue in excess of that which is required to be distributed should be retained. |
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|
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The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period. |
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|
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Notes 12 and 13 give details of the Company's bank facility agreement and loan notes respectively. |
21. Final dividend
If approved by shareholders at the Annual General Meeting on 5 November 2019, the proposed final dividend of 10.00p per share will be paid on 8 November 2019 to holders of Ordinary shares on the register at the close of business on 27 September 2019. The relevant ex-dividend date is 26 September 2019.
22. Annual General Meeting
The Annual General Meeting will be held on 5 November 2019 at 12.30 pm at The Leonardo Royal Hotel St Pauls, 10 Godliman Street, London EC4V 5AJ.
The figures and financial information for the year ended 30 June 2019 are compiled from an extract of the latest financial statements of the Company and do not constitute the statutory financial statements for that year. Those accounts included the report of the Auditor which was unqualified, did not contain a statement under either section 498(2) or (3) of the Companies Act 2006 and have not yet been delivered to the Registrar of Companies. The figures and financial information for the year ended 30 June 2018 are compiled from an extract of the latest published financial statements of the Company and do not constitute the statutory financial statements for that year; those financial statements have been delivered to the Registrar of Companies and included the report of the Auditor which was unqualified and did not contain a statement under either section 498(2) or (3) of the Companies Act 2006. The 30 June 2019 accounts will be filed with the Registrar of Companies in due course.
The annual results will be circulated to shareholders in the form of an Annual Report, copies of which will be available shortly from the Company's registered office, 1 George Street, Edinburgh EH2 2LL and from the Company's website at murray-income.co.uk*.
*Neither the Company's website nor the content of any website accessible from hyperlinks on that website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.
ALTERNATIVE PERFORMANCE MEASURES |
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Alternative performance measures are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes FRS 102 and the AIC SORP. The Directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies. |
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Total return |
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Total return is considered to be an alternative performance measure. Share price and NAV total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against open-ended and closed-ended competitors, and the FTSE All-Share Index, respectively. |
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Share |
|
|
|
Price |
NAV |
Opening at 1 July 2018 |
a |
784.0p |
856.3p |
Closing at 30 June 2019 |
b |
850.0p |
888.1p |
Price movements |
c=(b/a)-1 |
8.4% |
3.7% |
Dividend reinvestment{A} |
d |
4.8% |
4.2% |
|
|
________ |
________ |
Total return |
c+d |
13.2% |
7.9% |
|
|
________ |
________ |
|
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|
|
{A} Share price total return involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend. NAV total return involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend. |
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|
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Discount to net asset value per Ordinary share |
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The discount is the amount by which the share price is lower than the net asset value per share, expressed as a percentage of the net asset value. |
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|
|
|
|
2019 |
2018 |
NAV per Ordinary share (p) |
a |
888.1 |
856.1 |
Share price (p) |
b |
850.0 |
784.0 |
Discount |
(b-a)/a |
-4.3% |
-8.4% |
|
|
________ |
________ |
|
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|
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Dividend cover |
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Dividend cover is the revenue return per share divided by dividends per share expressed as a ratio. |
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|
2019 |
2018 |
Revenue return per share |
a |
34.93p |
33.55p |
Dividends per share |
b |
34.00p |
33.25p |
Dividend cover |
a/b |
1.03 |
1.01 |
|
|
________ |
________ |
|
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|
|
Dividend yield |
|
|
|
The annual dividend of 34.00p per Ordinary share (30 June 2018 - 33.25p) divided by the share price of 850.00p (30 June 2019 - 784.00p), expressed as a percentage. |
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|
|
|
|
|
|
2019 |
2018 |
Dividends per share |
a |
34.00p |
33.25p |
Share price |
b |
850.00p |
784.00p |
|
|
________ |
________ |
Dividend yield |
a/b |
4.0% |
4.2% |
|
|
________ |
________ |
|
|
|
|
Net gearing |
|
|
|
Net gearing measures the total borrowings less cash and cash equivalents divided by shareholders' funds, expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes amounts due to and from brokers at the year end as well as cash and cash equivalents. |
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|
|
|
2019 |
2018 |
Borrowings (£'000) |
a |
46,497 |
46,235 |
Cash (£'000) |
b |
27,171 |
22,008 |
Amounts due to brokers (£'000) |
c |
3,326 |
1,852 |
Amounts due from brokers (£'000) |
d |
4,514 |
4,827 |
Shareholders' funds (£'000) |
e |
587,150 |
570,929 |
|
|
________ |
________ |
Net gearing |
(a-b+c-d)/e |
3.1% |
3.7% |
|
|
________ |
________ |
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|
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Ongoing charges |
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|
|
The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment management fees and administrative expenses and expressed as a percentage of the average net asset values with debt at fair value throughout the year. |
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|
|
|
2019 |
2018 |
Investment management fees (£'000) |
a |
2,624 |
2,776 |
Administrative expenses (£'000) |
b |
1,013 |
1,168 |
Less: non-recurring charges (£'000) |
c |
(20) |
(36) |
|
|
________ |
________ |
Ongoing charges (£'000) |
a+b+c |
3,617 |
3,908 |
|
|
________ |
________ |
Average net assets (£'000) |
d |
553,095 |
566,525 |
|
|
________ |
________ |
Ongoing charges ratio |
(a+b+c)/d |
0.65% |
0.69% |
|
|
________ |
________ |
|
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The ongoing charges ratio provided in the Company's Key Information Document is calculated in line with the PRIIPs regulations. |
MURRAY INCOME TRUST PLC
Summary of Investment Changes during the year
|
Valuation |
|
|
Valuation |
||
|
30 June 2018 |
Transactions |
Gains/(losses) |
30 June 2019 |
||
|
£'000 |
% |
£'000 |
£'000 |
£'000 |
% |
Equities |
|
|
|
|
|
|
United Kingdom |
504,462 |
81.7 |
15,230 |
11,238 |
530,930 |
83.8 |
Denmark |
14,321 |
2.3 |
(2,203) |
232 |
12,350 |
1.9 |
Finland |
8,025 |
1.3 |
4,885 |
530 |
13,440 |
2.1 |
Ireland |
2,429 |
0.4 |
- |
318 |
2,747 |
0.4 |
Italy |
4,356 |
0.7 |
(3,679) |
(677) |
- |
0.0 |
Sweden |
10,901 |
1.8 |
(9,661) |
(1,240) |
- |
0.0 |
Switzerland |
29,234 |
4.7 |
(6,371) |
7,206 |
30,069 |
4.8 |
United States |
15,924 |
2.6 |
(7,290) |
4,466 |
13,100 |
2.1 |
|
_______ |
______ |
_______ |
_______ |
_______ |
______ |
Total investments |
589,652 |
95.5 |
(9,089) |
22,073 |
602,636 |
95.1 |
|
_______ |
______ |
_______ |
_______ |
_______ |
______ |
Other net current assets{A} |
27,512 |
4.5 |
3,499 |
- |
31,011 |
4.9 |
|
_______ |
______ |
_______ |
_______ |
_______ |
______ |
Total assets |
617,164 |
100.0 |
(5,590) |
22,073 |
633,647 |
100.0 |
|
_______ |
______ |
_______ |
_______ |
_______ |
______ |
|
|
|
|
|
|
|
{A} Excluding borrowings. |
|
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|
|
|
MURRAY INCOME TRUST PLC
Investment Portfolio - Twenty Largest Investments
As at 30 June 2019
|
Valuation |
Total |
Valuation |
|
|
2019 |
investments |
2018 |
|
Investment |
£'000 |
% |
£'000 |
|
1 (9) |
Diageo |
|
|
|
Diageo produces, distills and markets alcoholic beverages including vodkas, whiskies, tequilas, gins and beer. The company should benefit from attractive long term drivers such as population and income growth, and premiumisation. The company has a variety of very strong brands and faces very limited private label competition. |
23,526 |
3.9 |
18,923 |
|
2 (6) |
BHP Group |
|
|
|
BHP Group (formerly BHP Billiton) is a diversified resources group with a global portfolio of high quality assets particularly iron ore and copper. A greater focus on capital discipline has resulted in the sale of its United States onshore petroleum assets. |
22,145 |
3.7 |
20,165 |
|
3 (5) |
Prudential |
|
|
|
Prudential is an insurance company with substantial operations in the UK, USA and across Asia. Early mover advantage in Asia has provided the company with a number of market leading positions giving the opportunity to capitalise on a fast growing market. |
20,609 |
3.4 |
20,831 |
|
4 (3) |
BP |
|
|
|
BP is a fully integrated energy company involved in exploration, production, refining, transportation and marketing of oil and natural gas. We believe the industry is currently in a sweetspot with rising prices and benign costs. The company provides an attractive dividend yield. |
20,355 |
3.4 |
21,458 |
|
5 (4) |
Royal Dutch Shell |
|
|
|
Royal Dutch Shell is engaged in all phases of the petroleum industry, from exploration to processing and distribution. It is a leading deepwater operator including the high margin assets in Brazil that it purchased with BG. The group operates in over 130 countries. |
20,274 |
3.4 |
21,315 |
|
6 (1) |
Unilever |
|
|
|
Unilever is a global consumer goods company supplying food, home and personal care products. The company has a portfolio of strong brands including: Dove, Knorr, Axe and Persil. Over half of the company's sales are to developing and emerging markets. |
19,916 |
3.3 |
23,643 |
|
7 (-) |
Relx |
|
|
|
Relx is a global provider of information and analytics for professionals and businesses across a number of industries including scientific, technical, medical and law. |
18,152 |
3.0 |
12,193 |
|
8 (16) |
Aveva |
|
|
|
Aveva Group develops engineering software used primarily by companies in the oil and gas, power and marine industries. It also serves the chemical and mining segments. It maintains leading design technology, a strong market share and its combination with Schneider Electric's software business should create the foremost player in the industry. |
17,796 |
3.0 |
13,053 |
|
9 (19) |
GlaxoSmithKline |
|
|
|
GlaxoSmithKline is a research-based pharmaceutical group that also develops, manufactures and markets vaccines, prescription and over-the-counter medicines, as well as health-related consumer products. The group specialises in treatments for respiratory, central nervous system, gastro-intestinal and genetic disorders. |
16,892 |
2.8 |
12,705 |
|
10 (7) |
AstraZeneca |
|
|
|
AstraZeneca researches, develops, produces and markets pharmaceutical products. The company's focus is on the following: Cardiovascular and Metabolic Diseases; Oncology; Respiratory; Inflammation and Autoimmunity; Infection and Neuroscience. The company offers attractive growth and an under-appreciated pipeline. |
16,153 |
2.7 |
19,856 |
|
Top ten investments |
195,818 |
32.6 |
|
|
11 (11) |
Roche Holdings |
|
|
|
Listed in Switzerland, Roche develops and manufactures pharmaceutical and diagnostic products with particular strengths in the areas of oncology, cardiovascular and respiratory diseases. The company benefits from a strong product pipeline and a robust balance sheet. |
15,797 |
2.6 |
16,516 |
|
12 (20) |
Rio Tinto |
|
|
|
Rio Tinto is an international mining company and has interests in mining for a large number of metals and minerals. It has a strong balance sheet and pays an attractive dividend yield. |
15,576 |
2.6 |
12,674 |
|
13 (8) |
HSBC Holdings |
|
|
|
HSBC provides a variety of international banking and financial services, including retail and corporate banking. The diversity of HSBC's businesses and exposure to faster growing regions should enable it to deliver superior long term growth. |
14,841 |
2.5 |
19,306 |
|
14 (-) |
Standard Chartered |
|
|
|
Standard Chartered is an international banking group operating principally in Asia, Africa and the Middle East. The company offers its products and services in the personal, consumer, corporate, institutional and treasury areas. |
13,951 |
2.3 |
8,488 |
|
15 (-) |
National Grid |
|
|
|
National Grid is an investor-owned utility company which owns and operates the electricity and gas transmission networks in Great Britain and the electricity transmission networks in the Northeastern United States. |
13,391 |
2.2 |
4,791 |
|
16 (13) |
Microsoft |
|
|
|
Microsoft in a renowned technology company listed in the USA. It develops, manufactures, licenses, supports and sells computer software, personal computers and related services. The company has recently focused on cloud computing developing a very successful business in this area. |
13,101 |
2.2 |
15,924 |
|
17 (-) |
Inchcape |
|
|
|
Inchcape is a global automotive distributor and retailer. The company acts as a vehicle and parts distributor in multiple markets. The quality of the distribution business is underappreciated by the equity market. |
12,593 |
2.1 |
- |
|
18 (17) |
Close Brothers |
|
|
|
Close Brothers is a specialist financial services group which provides loans, trades securities and provides advice and investment management solutions to a wide range of clients. It has a conservative, tried and tested model with high barriers to entry. |
12,344 |
2.0 |
12,973 |
|
19 (-) |
Countryside Properties |
|
|
|
Countryside Properties offers property development services in the United Kingdom. The company constructs houses, commercial, office, industrial, retail and recreational facilities. |
12,061 |
2.0 |
- |
|
20 (-) |
Assura |
|
|
|
Assura owns properties in the healthcare sector which it manages directly; primarily these comprise local GP surgeries and larger primary care centres. |
11,541 |
1.9 |
8,544 |
|
Top twenty investments |
331,014 |
55.0 |
|
|
|
|
|
|
|
The value of the 20 largest investments represents 55.0% (2018 - 58.8%) of the total portfolio. |
||||
The figures in brackets denote the position at the previous year end. (-) not previously in 20 largest investments. |
By Order of the Board
ABERDEEN ASSET MANAGEMENT PLC
Secretaries
18 September 2019
Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.
END